ck0001641601-8k_20190604.htm

Alabama

333-205986

46-1422125

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2611 Legends Drive

Prattville, Alabama

36066

(Address of Principal Executive Offices)

(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

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 (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Merger. On June 4, 2019, River Financial Corporation, an Alabama corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Trinity Bancorp, Inc., an Alabama corporation (“Trinity”), whereby Trinity will be merged with and into the Company (the “Merger”). Pursuant to and simultaneously with entering into the Merger Agreement, the Company’s wholly owned subsidiary bank, River Bank & Trust, an Alabama banking corporation (“RB&T”), and Trinity’s wholly owned subsidiary bank, Trinity Bank, entered into an Agreement and Plan of Merger whereby Trinity Bank will be merged with and into RB&T as soon as practicable following the merger of Trinity with and into the Company (the “Bank Merger”).

The Merger Agreement has been unanimously approved by the boards of directors of the Company and Trinity. The transaction is expected to close in the fourth quarter of 2019, subject to customary conditions discussed below.

Merger Consideration. Pursuant to the Merger Agreement, each outstanding share of Trinity common stock issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive $3.50 in cash and .44627 shares of Company common stock. The aggregate consideration to be paid is $27,072,138 in stock and cash combined.

Each outstanding share of the Company’s common stock shall remain outstanding and unaffected by the Merger.

Representations and Warranties. The Merger Agreement contains usual and customary representations and warranties that the Company and Trinity made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the contract between the Company and Trinity and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating certain terms. Moreover, certain of the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to shareholders, and the representations and warranties may have been used to allocate risk between the Company and Trinity rather than establishing matters of fact.

Covenants; No Solicitation. Each party also has agreed to customary covenants, including, among others, covenants relating to the conduct of its business during the interim period between the execution of the Merger Agreement and the consummation of the Merger. Additionally, Trinity has agreed (i) not to initiate, solicit, induce or knowingly encourage or take any action or facilitate any alternative acquisition transaction or, subject to certain exceptions, participate in discussions or negotiations regarding, or furnish any non-public information relating to, any alternative acquisition transaction or (ii) subject to certain exceptions, not to withdraw or modify in a manner adverse to the Company, the recommendation of the Trinity board of directors that Trinity’s shareholders approve the Merger Agreement and the Merger. In the event that Trinity receives a proposal with respect to an alternative acquisition transaction that the Trinity board of directors determines is superior to the Merger, the Company will have an opportunity to match the terms of such proposal, subject to certain requirements.

Conditions to Closing. Consummation of the Merger is subject to various customary conditions, including (i) approval of the Merger Agreement by shareholders of Trinity; (ii) the receipt of certain regulatory approvals; (iii) no injunctions or other legal restraints preventing the consummation of the Merger; (iv) the accuracy of certain representations and warranties of the parties and compliance by the parties with their respective covenants and obligations under the Merger Agreement (subject to customary materiality qualifiers) and (v) the absence of a material adverse effect with respect to the either the Company or Trinity.

Termination; Termination Fee. The Merger Agreement may be terminated in certain circumstances, including: (i) by mutual written agreement of the parties, (ii) by either party if the approval of the shareholders of Trinity is not obtained, (iii) by either party in the event of a material breach by the other party of any representation, warranty or covenant contained in the Merger Agreement and such breach cannot be and is not cured within thirty days, (iv) by either party if the Merger is not consummated on or before March 31, 2020, provided that the failure to close by that date is not the result of breach of agreement by the party seeking to terminate, (v) by Trinity if, before the Trinity shareholder meeting, the Trinity board of directors authorizes Trinity to pursue a superior proposal, or (vi) by the Company if Trinity’s board of directors breaches its obligations with respect to giving notice of and making a recommendation in connection with the Trinity shareholder meeting. Trinity will pay the Company a termination fee equal to $810,000 in the event that, prior to receiving shareholder approval, Trinity terminates the Merger Agreement in favor of a superior proposal, or in the event that the Company terminates the agreement because Trinity’s board of directors makes a change in recommendation regarding shareholder approval of the Merger Agreement in favor of a superior proposal.

This Current Report contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of the Merger, the expected returns and other benefits of the Merger, to shareholders, expected improvement in operating efficiency resulting from the Merger, estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the impact on and timing of the recovery of the impact on tangible book value, and the effect of the Merger on the Company’s capital ratios. Forward-looking statements represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements.

Factors that could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the Merger may not be realized or take longer than anticipated to be realized, (2) disruption from the Merger with customers, suppliers, employee or other business partners relationships, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (4) the risk of successful integration of Trinity’s business into the Company, (5) the failure to obtain the necessary approvals by the shareholders of Trinity, (6) the amount of the costs, fees, expenses and charges related to the Merger, (7) the ability by the Company to obtain required governmental approvals of the Merger, (8) reputational risk and the reaction of each of the companies’ customers, suppliers, employees or other business partners to the Merger, (9) the failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in closing of the Merger, (10) the risk that the integration of Trinity’s operations into the operations of the Company will be materially delayed or will be more costly or difficult than expected, (11) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by the Company’s issuance of additional shares of its common stock in the merger transaction, and (13) general competitive, economic, political and market conditions. Additional factors which could affect the forward looking statements can be found in the cautionary language included under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the Company’s Annual Reports on Form 10-K for the year ended December 31, 2018, and other documents subsequently filed by the Company with the SEC. Consequently, no forward-looking statement can be guaranteed. Neither the Company nor Trinity undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For any forward-looking statements made in this Current Report on Form 8-K, the exhibits hereto or any related documents, the Company and Trinity claim protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

On June 5, 2019, the Company and Trinity issued a joint press release announcing the execution of the Merger Agreement and related information, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

*	Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. River Financial agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request.

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.


	RIVER FINANCIAL CORPORATION

Date: June 5, 2019	By:	/s/ James M. Stubbs
		James M. Stubbs
		Chief Executive Officer

2.1	Agreement and Plan of Merger dated June 4, 2019.*

99.1	Joint Press Release dated June 5, 2019.**