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): August 1, 2017
PATRIOT NATIONAL BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
Connecticut | 000-29599 | 06-1559137 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
900 Bedford Street, Stamford, Connecticut 06901
(Address of Principal Executive Offices) (Zip Code)
(203) 324-7500
(Registrants telephone number, including area code)
Not Applicable
(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:
☐ | 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)) |
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).
Emerging growth company ☐
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. ☐
Section 1 Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On August 1, 2017, a definitive merger agreement (Merger Agreement) was entered into by and among Patriot National Bancorp, Inc. (Patriot or the Company), Patriot Bank, N. A., a wholly-owned subsidiary of Patriot (Patriot Bank), Prime Bank, a Connecticut bank headquartered in Orange, CT (Prime Bank) (PMHV:US) and a stockholder representative of Prime Bank. Pursuant to the Merger Agreement, Prime Bank will merge into Patriot Bank and existing stockholders of Prime Bank will receive aggregate cash consideration (Merger Consideration) equal to 115% of Prime Banks tangible book value as of the closing date which is anticipated to be in the fourth quarter 2017. Moreover, all outstanding stock options of Prime Bank will be settled by cash payment in an amount equal to the amount by which the per share Merger Consideration exceeds the exercise price of each stock option. Dissenting stockholders of Prime Bank will have appraisal rights as provided under the Connecticut Business Corporation Act.
This transaction is subject to customary regulatory approvals and approval of the shareholders of Prime Bank.
Upon closing, the acquisition will result in a new Patriot branch located in the Town of Orange, New Haven County, Connecticut.
Section 7 Regulation FD
Item 7.01. Regulation FD Disclosure
On August 2, 2017, Patriot issued a press release, attached hereto as Exhibit 99.1, regarding the acquisition of Prime Bank.
The information contained herein and the exhibit attached herewith shall be deemed furnished and not filed.
ITEM 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. |
Description | |
99.1 | Press Release of Patriot National Bancorp, Inc., dated August 2, 2017 |
SIGNATURE
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.
PATRIOT NATIONAL BANCORP, INC. | ||||
Date: August 2, 2017 |
By: | /s/ Richard Muskus | ||
Name: Richard Muskus | ||||
Title: President |
Exhibit 99.1
Contacts: | ||||||
Patriot Bank, N.A. 900 Bedford Street Stamford, Ct 06901 www.BankPatriot.com |
Richard Muskus Jr, President 203-252-5939 |
Joseph Perillo Chief Financial Officer 203-252-5954 |
Michael Carrazza CEO and Chairman 203-251-8230 |
Patriot National Bancorp (NASDAQ: PNBK) To Acquire Prime Bank
Stamford, CT and Orange, CT- Aug 2, 2017 Patriot National Bancorp, Inc. (Patriot or the Bancorp) (PNBK), the parent company of Patriot Bank, N.A. (the Bank), and Prime Bank headquartered in Orange, CT (Prime) (PMHV:US) jointly announced the signing of a definitive merger agreement pursuant to which Patriot will acquire Prime. The acquisition will expand Patriots community banking presence and footprint in Southern Connecticut.
As of June 30, 2017, Prime had approximately $73 million in total assets, $55.8 million in deposits and $27.8 million in total loans.
Under the terms of the agreement Prime shareholders will receive aggregate cash consideration equal to 115% of Primes tangible book value as of the closing date. The acquisition will result in a new Patriot branch located in the Town of Orange, in New Haven County. The transaction is anticipated to close in the fourth quarter 2017 and is subject to customary regulatory approvals and Prime shareholder approval.
Patriot Chairman and CEO Michael Carrazza stated, The acquisition of Prime Bank will support our operating goals of extending Patriot Banks footprint, building scale, and improving key operating metrics, all of which ultimately adds value for our shareholders and customers.
Richard Muskus Jr., Patriots President, added, The acquisition will enable Patriot Bank to expand its consumer and small business relationships, lending operations, and community presence, while offering Primes current customers a broader suite of products.
In the second fiscal quarter of 2017, Patriot reported pre-tax income of $1.4 million and net income of $804 thousand, or $0.21 per diluted share. For the six months ended June 30, 2017, net income was $2.5 million or $0.65 per diluted share. In July 2017, Patriot announced the reinstatement of its dividend policy and declared its first quarterly dividend for shareholders since 2008.
Patriot anticipates that Primes branch staff will join Patriot to assist in a seamless transition and continue to help drive growth efforts and customer satisfaction.
Prime CEO Jasper J. Jaser stated, We are pleased to announce this transaction, as we believe merging into Patriot meets the objectives of our shareholders, customers and employees. Our customers will benefit from increased services and expanded product and lending capabilities; our branch employees will be part of a larger organization and branch network, offering broader career opportunities. Paul Lutsky, Primes Vice President, added, The merger will support Patriots growth strategies, allowing it to leverage its larger capital base and legal lending limits to provide broader lending solutions to Primes customers.
Prime Bank shareholders will receive detailed information about the transaction in a proxy statement that will be sent to them in connection with a special shareholders meeting to approve the transaction.
About the Patriot National Bancorp, Inc.
Patriot National Bancorp, Inc. is headquartered in Stamford, Connecticut and the Bank has full service branches in Connecticut and New York.
Since opening its doors in 1994, Patriots mission has been to serve its local communities by helping its neighbors and neighborhood businesses thrive. All lending is handled locally and is specific to each borrower, and the commitment to local businesses goes further to connect, support and grow businesses in both the for-profit and nonprofit sectors, along with municipalities. Patriot believes a well-connected community is a strong communityand that together, all will prosper.
Safe Harbor Statement Under Private Securities Litigation Reform Act of 1995
Certain statements contained in this press release, , including, without limitation, statements as to the acquisition or the impact of the acquisition on Bancorp, statements as to Bancorps, Primes, or their respective managements beliefs, expectations or opinions, and all other statements in this press release, other than historical facts, are forward-looking statements, as such term is defined in the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created thereby. Forward-looking statements are subject to a variety of risks and uncertainties, are subject to change at any time and may be affected by various factors that may cause actual results to differ materially from the expected or planned results. These factors include, but are not limited to, (1) changes in prevailing interest rates which would affect the interest earned on Bancorps interest earning assets and the interest paid on its interest bearing liabilities, (2) the timing of repricing of Bancorps interest earning assets and interest bearing liabilities, (3) the effect of changes in governmental monetary policy, (4) the components of Bancorps periodic earnings and assets, (5) the fact that certain of the income recognized by Bancorp in any quarter may not be repeated in future periods, (6) the effect of changes in regulations applicable to Bancorp and the Bank and the conduct of its business, (7) changes in competition among financial service companies, including possible further encroachment of non-banks on services traditionally provided by banks, (8) the ability of competitors that are larger than Bancorp to provide products and services which it is impracticable for Bancorp to provide, (9) the state of the economy and real estate values in Bancorps market areas, and the consequent effect on the quality of Bancorps loans, (10) recent governmental initiatives that are expected to have a profound effect on the financial services industry and could dramatically change the competitive environment of Patriot, (11) other legislative or regulatory changes, including those related to residential mortgages, changes in accounting standards, and Federal Deposit Insurance Corporation (FDIC) premiums that may adversely affect Patriot, (12) the application of generally accepted accounting principles, consistently applied, (13) the fact that one period of reported results may not be indicative of future periods, (14) the state of the economy in the greater New York metropolitan area and its particular effect on Patriots customers, vendors and communities, (15) risks related to the acquisition, including possible unknown liabilities, (16) the planned acquisition may not close on the terms agreed upon or at all and other risks detailed from time to time in Bancorps filings with the Securities and Exchange Commission. Bancorp and Prime disclaim any intent or obligation to publicly update or revise any forward-looking statements, regardless of whether new information becomes available, future developments occur or otherwise.
YRMM;7&UIRUO8REK4I:
M:VM[A,;&QE)KC! Q6A@Y2A Q2CE::P@Y:PA*:[76YZW.UG. !8AIU,(>RXB@! 6'"F0@
MHWFTF 4M<@$+:]2A20)813" $9CRE&7^B!*&$T4X/
MJDD; 5 !#N3 !"JP X(NP($=[D %43#""RIPFXE8H (A",$%7C _3 C9TFW9Q^H-!*_^@N 1!8S 8
M429I;B$0&XC93A:F@X4BA 1&%P'(";1FY0!_@I=@(!G!M"')-S@-1KP@!M.
M4(,K&" -)#"!:R B(?LE:*@G_6JBT)@:GCQG2P2@0@E*\($\/ T*)D ##-B*
M$]U=( 92)=IC8(""$[2@4#H!3AF:T(46R$4B?X4!-;-*DJL1"'K? C34RHX0:U$BH(93# "JLT5.G7=0@VLF=?!
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M6S&6\]-BT-0!DYD,7-D2 ,I$Z08. BB2 DG
M>G:\+(&&"E Z1@.:&(9D04/XY,09 2XX(0$+B4\**(8U$G.3@@0+C @1FB
M._3,1)%DPLF# C#>Q9M7[X !@58ZU5,E"M?J SOVH7JUBU4S!"W4X ,(:O@!!47>^NTESSI(H,,"!&A/Q ,^0./(F!C1_L,)
M*(RXK#H=XG/KM^X&Q&NE%$[(+I,=&"&!D9AV(&W)@]HTZ#VBC'I)J@_J R !
M#V[0829&T'!"AR(D"%" .BKKL X"%Y"B S-R, -4Z$X(9 /3C-O #8[T,$J'
M'(J8PC0FAPU1@!-Q2>86<(@A!C%4<('6L<1HN2876&+YL"X#Q/# #!U*R(0$
M;E[ZM,X
U91/! !!Y@"*= I-SCO5@
M!6" "9"!#Z "(Q@(G\3CGSY%>?X:@^FX8)M9H'9"H6Y@OUM)I';JIQX<"(V_
M/78@.(9JH)[IJ];JK>;J-'4I%TB L$Z 2,@# S" AHR$M(X$0&!K0&@#>AH0
MV\KJKJ:CA$D P\(MNM;KO>9KRT@ ">" P YL"(" ,#!LPA;LP!X"*@ !*0B!
M,LB $I/KOM[%,H !#@ 0RM;LS89J J !%=BZ_I!X'(J@B,9IH18Z(A)( 2#P
M >0@@,87:GF[$ 1BC68W=G&[=QV.P(0@R8P@2X0IN(4;DR=PO+S@BHM[1^
M @AX ?O5[0>; F^)@0M[[NJV;F(A ",0@BS(!#C $BQQ@/"6 GX@S\8;PD0
M 4:. 2"@A!.HWB# "G36Z@!H@+#L K@V>O6[_TYXYEQ? !/]C:K^S#=%%
MF-Q( "GX Q4@@1;B 0<0OOT.@ G@ 1UH ;28:_[6\-GF[2I @3@HS?S^W#QE
MDP4@MQ%P[^XHYN>><"XX@42KT0V7<@ 8 ANP
M@>E6ZLT6 "1(@A-0_@'J-JH9=_*^)I#LAH(G2($=Y\RI3LH&2 $;N-?MS.T
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M$WB"*MUZ$]"0#IB 4MD1>_?T4*: #ZB"0/@/PPJ!(8 "0AWT8&!*; "#QB]
MI$]Z6C=X$