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 22, 2017 (May 19, 2017)
SHORE BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 0-22345 | 52-1974638 |
| (State or other jurisdiction of | (Commission file number) | (IRS Employer |
| incorporation or organization) | Identification No.) |
28969 Information Lane, Easton, Maryland 21601
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (410) 763-7800
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 obligations of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.01. | Completion of Acquisition or Disposition of Assets |
On May 19, 2017, Shore United Bank, the wholly-owned banking subsidiary of Shore Bancshares, Inc. (the “Company”), completed the acquisition of three bank branches located in the greater Baltimore, Maryland metropolitan area, certain related assets, and the assumption by Shore United Bank of certain related liabilities, pursuant to the Purchase and Assumption Agreement, dated as of January 10,2017, with Northwest Bank, the wholly-owned subsidiary of Northwest Bancshares, Inc. (the “Purchase Agreement”).
Pursuant to the Purchase Agreement, Shore United Bank assumed approximately $211.7 million in deposits and purchased approximately $125 million of performing loans associated with the three bank branches. Shore United Bank paid a deposit premium equal to 8.0% of the balance of assumed deposits. Shore United Bank has the option to require the repurchase or exchange of any purchased loans that become nonperforming during the 75 day period following the May 19, 2017 closing.
| Item 7.01. | Regulation FD Disclosure |
On May 22, 2017, the Company issued a press release announcing the completion of the transaction contemplated by the Purchase Agreement, which is filed as Exhibit 99.1.
Information contained herein, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial statements of business acquired. Not applicable |
| (b) | Pro forma financial information. The pro forma financial information required by Item 9.01(b) will be filed by amendment to this Form 8-K, to the extent required. |
| (c) | Shell company transactions. Not applicable |
| (d) | Exhibits. |
The exhibits that are filed or furnished with this report are listed in the Exhibit Index that immediately follows the signatures hereto, which list is incorporated herein by reference.
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.
| SHORE BANCSHARES, INC. | ||
| Dated: May 22, 2017 | By: | /s/ Lloyd L. Beatty, Jr. |
| Lloyd L. Beatty, Jr. President and Chief Executive Officer | ||
EXHIBIT INDEX
Exhibit
| Number | Description |
| 99.1 | Press Release, dated May 22, 2017, issued by the Company announcing the opening of three bank branches in the greater Baltimore, Maryland Metropolitan Area. |
Exhibit 99.1
Shore United Bank Opens Three Bank Branches in the Greater Baltimore, Maryland Metropolitan Area
EASTON, Md., May 22, 2017 /PR Newswire/-- Shore Bancshares, Inc. (NASDAQ: SHBI) announced today that its banking subsidiary, Shore United Bank, has extended its footprint across the Eastern Shore to the greater Baltimore, Maryland area communities in Elkridge, Owings Mills, and Arbutus by opening the doors of three former Northwest Bank branches as Shore United Bank today.
The transaction resulted in Shore United Bank, receiving $215 million in assets from Northwest Bank, the bank subsidiary of Northwest Bancshares, Inc.
“We look forward to the opportunities in the Baltimore market area,” noted Shore Bancshares' President and Chief Executive Officer, Lloyd L. "Scott" Beatty, Jr. “These branches provide geographic diversification for our organization and will help to support future growth. We have a great team of experienced bankers at these locations to serve the former customers of Northwest Bank.”
“Thank you to all of the employees at Northwest and Shore United Bank for their commitment and hard work to make this transaction possible, “said Shore United Bank President and Chief Executive Officer, Patrick Bilbrough.
About Shore Bancshares, Inc.
Shore Bancshares, Inc. is a financial holding company headquartered in Easton, Maryland and is the largest independent bank holding company located on Maryland's Eastern Shore. It is the parent company of Shore United Bank; one retail insurance producer firm, The Avon-Dixon Agency, LLC ("Avon-Dixon"), with two specialty lines, Elliott Wilson Insurance (Trucking) and Jack Martin Associates (Marine); and an insurance premium finance company, Mubell Finance, LLC ("Mubell"). Shore Bancshares Inc. engages in trust and wealth management services through Wye Financial & Trust, a division of Shore United Bank.
Additional information is available at www.shorebancshares.com.
Forward-Looking Statements
The statements contained herein that are not historical facts are forward-looking statements (as defined by the Private Securities Litigation Reform Act of 1995) based on current expectations and beliefs concerning future developments and their potential effects on the respective companies. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the respective companies. There can be no assurance that future developments affecting the respective companies will be the same as those anticipated by management. These statements are evidenced by terms such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” and similar expressions. Although these statements reflect the Companies’ good faith beliefs and projections, they are not guarantees of future performance and they may not prove true. These projections involve risk and uncertainties that could cause actual results to differ materially from those addressed in the forward-looking statements. Readers should not place under reliance on such forward-looking statements, which speak only as of the date made. For a discussion of these risks and uncertainties, see the section of the periodic reports filed by Shore Bancshares, Inc. and Northwest Bancshares, Inc., respectively, with the Securities and Exchange Commission entitled “Risk Factors”.
Shore Bancshares, Inc. contacts:
Lloyd L. (Scott) Beatty, Jr., President and Chief Executive Officer (410) 819-3052
Edward C. Allen, Senior Vice President and Chief Financial Officer (443) 262-9319