UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 3, 2013
HOMETRUST BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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001-35593
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45-5055422
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(State or other jurisdiction
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(Commission File No.)
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(IRS Employer
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of incorporation)
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Identification Number)
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10 Woodfin Street, Asheville, North Carolina
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28801 | |
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (828) 259-3939
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01 Regulation FD Disclosure
On May 3, 2013, HomeTrust Bancshares, Inc., a Maryland corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with BankGreenville Financial Corporation, a South Carolina corporation ("BankGreenville"), providing for the merger of BankGreenville with and into the Company (the "Merger").
The Company is furnishing under Item 7.01 of this Current Report on Form 8-K the press release included as Exhibit 99.1 and Investor Presentation included as Exhibit 99.2, related to the Merger. The Investor Presentation is also posted on the Company’s website, www.hometrustbancshares.com, under Presentations in the Investor Relations-News & Market Data section of the website.
In accordance with general instruction B.2 of Form 8-K, the information contained in Item 7.01 in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is to be considered "furnished" pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act nor shall it be deemed incorporated by reference in any Company filing or report with the Securities and Exchange Commission, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing or report.
Item 9.01 Financial Statements and Exhibits
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(d)
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Exhibits
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99.1
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Press Release dated May 6, 2013
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99.2
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Investor Presentation Material
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HOMETRUST BANCSHARES, INC.
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Date: May 6, 2013
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By:
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/s/ Tony J. VunCannon
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Tony J. VunCannon
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Senior Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press release dated May 6, 2013
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| 99.2 | Investor Presentation Material |
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HomeTrust Bancshares, Inc. Expanding into Greenville, SC
HomeTrust Bancshares, Inc. and BankGreenville Financial Corporation to Merge
ASHEVILLE, NC and GREENVILLE, SC – May 6, 2013– HomeTrust Bancshares, Inc. (“HomeTrust”) (NASDAQ: HTBI) and BankGreenville Financial Corporation (“BankGreenville”) (OTCQB: BGVF) jointly announced today the signing of a definitive agreement under which HomeTrust will acquire BankGreenville. Upon the completion of the transaction, the combined company will have approximately $1.7 billion in assets.
“We are excited to expand our franchise into the upstate South Carolina market and to partner with such a quality community bank,” said Dana Stonestreet, President and Chief Operating Officer of HomeTrust. “With our strong capital base and historical success in partnership growth, we are well-positioned to forge additional community bank strategic partnerships across the Carolinas.”
Russel Williams, President and Chief Executive Officer of BankGreenville, commented, “This merger is a combination of two companies with very similar philosophies, cultures and core values. I look forward to serving as the Greenville Market President for HomeTrust and continuing to serve our clients with additional products and services. Our current customer service and lending staff will remain in place, and we expect to add new people as we join the HomeTrust team and increase our market presence. With strong capital support, we are excited to have the resources to grow and expand with the ability to make larger loans and be a significant contributor to the economic growth in Greenville County.”
Established in 2006, BankGreenville has over $110 million in assets and operates a full service banking facility out of its headquarters in Greenville, SC. The BankGreenville location is situated at 499 Woodruff Road, in close proximity to the rapidly developing Verdae community, an 1,100 acre master planned project with residential, commercial, medical office, and retail components.
“There has never been a more compelling time for community banks to join forces to achieve sustainability for the future of hometown banking. Our long term vision is to pursue strategic combinations with other community banks, executed with discipline and rigor to create value for our customers, employees, the communities we serve and our shareholders,” said F. Ed Broadwell, Chief Executive Officer and Chairman of HomeTrust.
The merger agreement has been unanimously approved by the boards of directors of both companies. The transaction is anticipated to close in the third quarter of 2013, subject to customary closing conditions, including regulatory approvals and BankGreenville shareholder approval.
Under the terms of the agreement, BankGreenville shareholders will receive $6.60 per share in cash consideration. This represents approximately $7.8 million of aggregate deal consideration. Additional contingent cash consideration of up to $0.78 per share (or approximately $0.9 million) may be realized at the expiration of 24 months following the closing of this transaction. The contingent consideration is based on the performance of a select pool of loans totaling approximately $8.0 million.
HomeTrust anticipates this transaction will be accretive to earnings (before merger costs) in the first year of combined operations and accretive to tangible book value in approximately 2.5 years.
HomeTrust Bancshares, Inc. was advised in the transaction by Keefe, Bruyette and Woods as financial advisor and Silver, Freedman & Taff, LLP as legal counsel. BankGreenville was advised by Banks Street Partners, LLC as financial advisor and Nelson Mullins Riley & Scarborough LLP as legal counsel.
About HomeTrust Bancshares, Inc.
On July 10, 2012, HomeTrust Bancshares, Inc. became the holding company for HomeTrust Bank (the "Bank") in connection with the completion of the Bank's conversion from the mutual to the stock form of organization and HomeTrust's related public stock offering. In the offering, HomeTrust sold 21,160,000 shares of common stock at a price of $10.00, for gross offering proceeds of $211.6 million. HomeTrust's common stock began trading on the Nasdaq Global Market on July 11, 2012, under the symbol "HTBI".
HomeTrust Bank, including its banking divisions – HomeTrust Bank, Tryon Federal Bank, Shelby Savings Bank, Home Savings Bank, Industrial Federal Bank, Cherryville Federal Bank and Rutherford County Bank, is a community-oriented financial institution with $1.60 billion in assets and total tangible capital of $372.1 million or 23.3% of total assets as of March 31, 2013. The Bank offers traditional financial services within its local communities through its 20 full service offices in Western North Carolina, including the Asheville metropolitan area, and the "Piedmont" region of North Carolina. The Bank is the 12th largest bank headquartered in North Carolina.
About BankGreenville Financial Corporation
BankGreenville Financial Corporation is a South Carolina corporation which operates as the holding company for BankGreenville, a state chartered banking institution headquartered in Greenville, SC. Since inception in 2005, BankGreenville has provided banking products and services including commercial, consumer and mortgage loans to individuals, small- to medium-sized businesses, and professionals in the Greenville County area. At March 31, 2013, BankGreenville had consolidated assets of $111.2 million, deposits of $92.9 million and stockholders’ equity of $10.5 million.
Cautionary Statement Regarding Forward Looking Statements
This press release may contain certain forward-looking statements. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as "believe," "expect," "anticipate," "estimate," and "intend" or future or conditional verbs such as "will," "would," "should," "could," or "may." Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results for the businesses of HomeTrust Bancshares, Inc. and HomeTrust Bank include: expected cost savings, synergies and other financial benefits from the HomeTrust Bancshares acquisition of Bank Greenville Financial Corporation (“merger”) might not be realized within the expected time frames or at all, and costs or difficulties relating to integration matters might be greater than expected; the requisite stockholder and regulatory approvals for the merger might not be obtained; the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write offs and changes in our allowance for loan losses and provision for loan losses that may be impacted by deterioration in the housing and commercial real estate markets; changes in general economic conditions, either nationally or in our market areas; changes in the levels of general interest rates, and the relative differences between short and long term interest rates, deposit interest rates, our net interest margin and funding sources; fluctuations in the demand for loans, the number of unsold homes, land and other properties and fluctuations in real estate values in our market areas; decreases in the secondary market for the sale of loans that we originate; results of examinations of us by the Board of Governors of the Federal Reserve System and our bank subsidiary by the Office of the Comptroller of the Currency or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our reserve for loan losses, write-down assets, change our regulatory capital position or affect our ability to borrow funds or maintain or increase deposits, which could adversely affect our liquidity and earnings; legislative or regulatory changes that adversely affect our business including the effect of Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Basel III, changes in regulatory policies and principles, or the interpretation of regulatory capital or other rules; our ability to attract and retain deposits; increases in premiums for deposit insurance; management’s assumptions in determining the adequacy of the allowance for loan losses; our ability to control operating costs and expenses, especially new costs associated with our operation as a public company; the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation; difficulties in reducing risks associated with the loans on our balance sheet; staffing fluctuations in
response to product demand or the implementation of corporate strategies that affect our workforce and potential associated charges; computer systems on which we depend could fail or experience a security breach; our ability to retain key members of our senior management team; costs and effects of litigation, including settlements and judgments; our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we may in the future acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto; increased competitive pressures among financial services companies; changes in consumer spending, borrowing and savings habits; the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; adverse changes in the securities markets; inability of key third-party providers to perform their obligations to us; statements with respect to our intentions regarding disclosure and other changes resulting from the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”); changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies, the Public Company Accounting Oversight Board or the Financial Accounting Standards Board; and other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services; and the other risks described in HomeTrust’s reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended June 30, 2012.
Any of the forward-looking statements that we make in this release are based upon management’s beliefs and assumptions at the time they are made and may turn out to be wrong because of inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. We do not undertake and specifically disclaim any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. These risks could cause our actual results for fiscal 2013 and beyond to differ materially from those expressed in any forward-looking statements by, or on behalf of, us, and could negatively affect our operating and stock price performance.
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WEBSITES:
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WWW.HOMETRUSTBANCSHARES.COM
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WWW.BANKGREENVILLE.COM
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Contact:
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HomeTrust Bancshares, Inc.
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Dana L. Stonestreet - President and Chief Operating Officer
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Tony J. VunCannon - Senior Vice President and Chief Financial Officer
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828-259-3939
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BankGreenville Financial Corporation
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Russel T. Williams – President and Chief Executive Officer
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Paula S. King – Executive Vice President and Chief Financial Officer
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864-335-2200
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Exhibit 99.2
Set forth below is presentation material of HomeTrust Bancshares, Inc.
