olbk_Current folio_8K-Regal Acquisition

0001558370-15-002799.txt : 20151207 0001558370-15-002799.hdr.sgml : 20151207 20151207103537 ACCESSION NUMBER: 0001558370-15-002799 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151204 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20151207 DATE AS OF CHANGE: 20151207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OLD LINE BANCSHARES INC CENTRAL INDEX KEY: 0001253317 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 200154352 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50345 FILM NUMBER: 151271634 BUSINESS ADDRESS: STREET 1: 1525 POINTER RIDGE PLACE CITY: BOWIE STATE: MD ZIP: 20716 BUSINESS PHONE: 3014302544 MAIL ADDRESS: STREET 1: 1525 POINTER RIDGE PLACE CITY: BOWIE STATE: MD ZIP: 20716 8-K 1 olbk-20151204x8k.htm 8-K olbk_Current folio_8K-Regal Acquisition

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): December 4, 2015

Old Line Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Maryland	000-50345	20-0154352
(State or other jurisdiction) of incorporation	(Commission File Number)	(I.R.S. Employer Identification No.)

1525 Pointer Ridge Place

Bowie, Maryland

20716

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 301-430-2500

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 communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 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))

Section 2-Financial Information

Item 2.01 Completion of Acquisition of Disposition of Assets.

On December 4, 2015, Old Line Bancshares, Inc. (“Bancshares”), the parent company of Old Line Bank, completed its acquisition of Regal Bancorp, Inc. (“Regal”), the parent company of Regal Bank & Trust (“Regal Bank”), through the merger of Regal with and into Bancshares (the “Merger”). The Merger was consummated pursuant to the Agreement and Plan of Merger dated as of August 5, 2015, by and between Bancshares and Regal, as amended (the “Merger Agreement”).

As a result of the Merger, each share of preferred stock of Regal was converted into the right to receive $2.00 in cash, and each share of common stock of Regal was converted into the right to receive, at the holder’s election, $12.68 in cash or 0.7718 shares of Bancshares’ common stock, provided (i) cash will be paid in lieu of any fractional shares of Bancshares common stock and (ii) no more than 59% of the total consideration paid in the merger could consist of cash. As a result Bancshares will issue approximately 230,633 shares of its common stock and pay approximately $2.85 million in cash in exchange for the shares of common stock and preferred stock of Regal Bancorp in the Merger. The aggregate Merger consideration was approximately $6.6 million as calculated pursuant to the Merger Agreement, with a value of approximately $7.0 million based on recent market prices of Bancshares’ common stock.

In connection with the Merger, the parties have caused Regal Bank to merge with and into Old Line Bank, with Old Line Bank the surviving bank.

A copy of the press release announcing the completion of the Merger is attached hereto as Exhibit 99.1.

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

99.1Press release dated December 4, 2015.

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.

OLD LINE BANCSHARES, INC.

Date: December 7, 2015By: /s/ Elise M. Hubbard

Elise M. Hubbard, Senior Vice President

and Chief Financial Officer

EX-99.1 2 olbk-20151204ex991f71c87.htm EX-99.1 olbk_Ex99_1 Regal Acquistion

Exhibit 99.1


PRESS RELEASE	OLD LINE BANCSHARES, INC.
FOR IMMEDIATE RELEASE	CONTACT: JAMES W. CORNELSEN
December 4, 2015	PRESIDENT AND CHIEF EXECUTIVE OFFICER
	(301) 430-2530

Old Line Bancshares Completes Acquisition of Regal Bancorp, Inc.; Combined Total Assets Exceed $1.4 Billion with 23 Branch Network

BOWIE, Md., December 4, 2015 -- Old Line Bancshares, Inc. (Nasdaq:OLBK), the parent company of Old Line Bank, today announced the completion of its acquisition of Regal Bancorp, Inc., the parent company of Regal Bank & Trust.

The combination of Old Line Bank (”Old Line”) and Regal Bank & Trust (“Regal”) strengthens Old Line’s status as the third largest independent commercial bank based in Maryland, with assets of more than $1.4 billion and 23 full service branches serving eight Maryland counties. The combination facilitates Old Line’s entry into the attractive markets of Baltimore County and Carroll County where Regal’s banking team will have access to an enhanced lending capacity and product set to serve larger commercial customers in the market. Old Line will also bring its residential lending capabilities to the markets currently served by Regal.

"We are excited about the opportunities created by this combination and we believe that our approach to relationship banking will be well received in the Baltimore County and Carroll County markets" said James W. Cornelsen, President and Chief Executive Officer of Old Line Bancshares, Inc.

The aggregate merger consideration was approximately $7.0 million, including the redemption of Regal Bancorp, Inc. preferred stock, and was funded through a combination of cash and issuance of 230,633 shares of Old Line Bancshares, Inc. common stock.

Old Line Bancshares, Inc. is the surviving parent entity, and Regal has merged with and into Old Line, with Old Line being the surviving bank.

Ambassador Financial Group, Inc. acted as financial adviser to Old Line Bancshares and Ober, Kaler, Grimes & Shriver, a Professional Corporation, acted as its legal counsel. Feldman Financial Advisors, Inc. acted as financial advisor and provided the fairness opinion to Regal Bancorp and Kilpatrick Townsend & Stockton LLP acted as its legal counsel.

Old Line Bancshares, Inc. is the parent company of Old Line, 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. Old Line now has 23 branches located in its primary market area of suburban Maryland counties of Anne Arundel, Baltimore, Calvert, Carroll, Charles, Montgomery, Prince George's and St. Mary's. It also targets customers throughout the greater Washington, D.C. metropolitan area.