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): April 13, 2018
Old Line Bancshares, Inc.
(Exact Name of Registrant as Specified in Charter)
| MARYLAND | 000-50345 | 20-0154352 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 1525 Pointer Ridge Place, Bowie, Maryland 20716 |
| (Address of Principal Executive Offices) (Zip Code) |
301-430-2544
(Registrant's telephone number, including area code)
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: | ||
| [ ] | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 2 Financial Information
Item 2.01. Completion of Acquisition or Disposition of Assets.
On April 13, 2018, Old Line Bancshares, Inc. (“Old Line”), the parent company of Old Line Bank, completed its acquisition of Bay Bancorp, Inc. (“BYBK”), the parent company of Bay Bank, FSB, through the merger of BYBK with and into Old Line (the “Merger”). The Merger was consummated pursuant to the Agreement and Plan of Merger dated as of September 27, 2017, by and between Old Line and BYBK (the “Merger Agreement”). As a result of the Merger, each share of common stock of BYBK was converted into the right to receive 0.4888 shares of Old Line’s common stock, provided that cash will be paid in lieu of any fractional shares of Old Line common stock. As a result Old Line will issue approximately 4,408,087 shares of its common stock in exchange for the shares of common stock of BYBK in the Merger and pay approximately $968,805 in cash in exchange for unexercised options to purchase BYBK common stock that were outstanding immediately before the effective time of the Merger. The aggregate Merger consideration was approximately $128.6 million as calculated pursuant to the Merger Agreement and approximately $143.6 million based on the closing sales price of Old Line’s common stock on April 13, 2018. In connection with the Merger, the parties have caused Bay Bank, FSB to merge with and into Old Line Bank, with Old Line Bank the surviving bank. As a result of the Merger, Old Line plans to close and consolidate two branch locations. Old Line expects to close the Hunt Valley and Owings Mills branches, operated by Old Line Bank prior to the Merger, on or about July 20, 2018. These branches have former Bay Bank locations within close proximity. A copy of the press release announcing the completion of the Merger is attached hereto as Exhibit 99.1.
Section 5 Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Merger Agreement, upon the effectiveness of the Merger on April 13, 2018, the Board of Directors of Old Line elected Joseph J. Thomas, former President and Chief Executive Officer of BYBK, Eric D. Hovde, former Chairman of the Board of BYBK, and Steven K. Breeden, a former Director of BYBK, to the Boards of Directors of Old Line and (acting on behalf of Old Line as sole stockholder thereof) Old Line Bank. Old Line’s Board of Directors has not yet determined on which committees of the Board of Directors these individuals will serve. Messrs. Thomas, Hovde, and Breedan will receive the same compensation as currently paid to our other Board members (other than the Chairman and Vice Chairman, who are paid an annual retainer in lieu of attendance fees) - (i) $700 for each attended meeting of the Board of Directors, (ii) $300 for each attended meeting of the Loan Committee, and (iii) $400 for each attended meeting of the Corporate Governance Committee, the Compensation Committee, the Audit Committee, the Risk Committee, the Strategic Opportunities Committee, and the Asset and Liability Committee, provided that if a Director attends any of these meetings via teleconference in lieu of in person, the Director receives $200 instead of the regular in-person payment. In addition, the Chairmen of the Corporate Governance Committee, the Compensation Committee, the Risk Committee, and the Audit Committee also received an additional $300 for each meeting of their respective committees they attend in person. Further, each non-employee Director of Old Line Bank, other than the Chairman of the Board and the Vice Chairman of the Board, also receives an $8,400 quarterly retainer.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired. The financial statements required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (b) Pro forma financial information. The pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (d) Exhibits.99.1 Press release dated April 13, 2018.
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.
| Old Line Bancshares, Inc. | ||
| Date: April 17, 2018 | By: | /s/ Elise M. Hubbard |
| Elise M. Hubbard | ||
| Executive Vice President and Chief Financial Officer | ||
EXHIBIT 99.1
Old Line Bancshares, Inc. Completes Merger with Bay Bancorp, Inc.
BOWIE, Md., April 13, 2018 (GLOBE NEWSWIRE) -- Old Line Bancshares, Inc. (Nasdaq:OLBK), the parent company of Old Line Bank, announced today the completion of its acquisition of Bay Bancorp, Inc. (Nasdaq:BYBK), the parent company of Bay Bank, FSB. Old Line Bancshares is the surviving parent entity, and Bay Bank has merged with and into Old Line Bank, with Old Line Bank being the surviving bank.
The combination of Old Line Bank and Bay Bank makes Old Line Bank the third largest independent commercial bank based in Maryland, with assets of approximately $2.8 billion and 39 branches serving 11 Maryland counties as well as Baltimore City. This merger expands Old Line Bank’s presence in Baltimore and Anne Arundel Counties and brings us into Howard and Harford Counties and Baltimore City as well. The combined bank will have the second-most banking locations of all independent Maryland-based commercial banks.
“We are excited about the opportunities this combination provides to our customers and stockholders. This union will add talent to our team and expand our market area,” said James W. Cornelsen, President and Chief Executive Officer of Old Line Bancshares.
The aggregate merger consideration was approximately $143.1 million, consisting of approximately 4,393,099 shares of Old Line Bancshares common stock, valued at approximately $142.2 million based on the closing price of Old Line Bancshares common stock on April 13, 2018, and approximately $968,805 in cash in exchange for unexercised options to purchase Bay Bancorp common stock that were outstanding immediately before the merger. Old Line Bancshares has added Joseph J. Thomas, former President and Chief Executive Officer of Bay Bancorp and Bay Bank, Eric D. Hovde, former Chairman of the Board of Bay Bancorp and Bay Bank, and Steven K. Breeden, a former Director of Bay Bancorp and Bay Bank, to its board of directors and to the board of directors of Old Line Bank.
FIG Partners, LLC acted as financial adviser to Old Line Bancshares and Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, acted as its legal counsel. Hovde Group, LLC acted as financial adviser to Bay Bancorp, RP Financial, LC provided the fairness opinion to Bay Bancorp, and Gordon Feinblatt LLC acted as Bay Bancorp’s legal counsel.
As a result of the merger, Old Line Bancshares plans to close and consolidate two branch locations. We expect to close the Hunt Valley and Owings Mills branches, operated by Old Line Bank prior to the merger, on or about July 20, 2018. These branches have former Bay Bank locations within close proximity.
“Mergers come with some difficult decisions, particularly when it comes to branch locations. We heavily scrutinized our customers’ needs while seeking to increase efficiencies and ensure future growth. We are confident in our ability to serve our community and provide superior service even with the closing of these two locations,” Mr. Cornelsen concluded.
Old Line Bancshares, Inc. is the parent company of Old Line Bank, a Maryland chartered commercial bank headquartered in Bowie, Maryland, approximately 10 miles east of Andrews Air Force Base and 20 miles east of Washington, D.C. After the closure of the branches discussed in this press release, Old Line Bank will have 37 banking locations located in its primary market area of suburban Maryland (Washington, D.C. suburbs, Southern Maryland and Baltimore suburbs) counties of Anne Arundel, Baltimore, Calvert, Carroll, Charles, Frederick, Harford, Howard, Montgomery, Prince George's and St. Mary's, and Baltimore City. It also targets customers throughout the greater Washington, D.C. and Baltimore metropolitan areas. For additional information, please visit our website at www.oldlinebank.com or call 301-430-2500.