0000943374-15-000598.txt : 20151105 0000943374-15-000598.hdr.sgml : 20151105 20151105110003 ACCESSION NUMBER: 0000943374-15-000598 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151105 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20151105 DATE AS OF CHANGE: 20151105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: First Guaranty Bancshares, Inc. CENTRAL INDEX KEY: 0001408534 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 260513559 STATE OF INCORPORATION: LA FISCAL YEAR END: 0923 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37621 FILM NUMBER: 151199348 BUSINESS ADDRESS: STREET 1: 400 EAST THOMAS STREET CITY: HAMMOND STATE: LA ZIP: 70401 BUSINESS PHONE: 985-345-7685 MAIL ADDRESS: STREET 1: 400 EAST THOMAS STREET CITY: HAMMOND STATE: LA ZIP: 70401 8-K 1 form8k_firstguaranty-110515.htm FORM8K_FIRSTGUARANTY_110515 form8k_firstguaranty-110515.htm
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):  November 5, 2015

FIRST GUARANTY BANCSHARES, INC.
(Exact Name of Registrant as Specified in Charter)

Louisiana
  
000-52748
  
26-0513559
(State or Other Jurisdiction)
of Incorporation)
  
(Commission File No.)
  
(I.R.S. Employer
Identification No.)
 
 
400 East Thomas Street, Hammond, LA
  
70401
(Address of Principal Executive Offices)
  
(Zip Code)

Registrant's telephone number, including area code:  (985) 345-7685


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 (see General Instruction A.2. below):
 
[  ]
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 8.01                      Other Events

On November 5, 2015, First Guaranty Bancshares, Inc. (the “Company”) issued a press release announcing the pricing of a public offering of 600,000 shares of its common stock. A copy of the Company’s press release is filed herewith as Exhibit 99.1.

Item 9.01                      Financial Statements and Exhibits.
 
(a)  
 
(b)  
Not Applicable.
 
Not Applicable.

(c)  
Not Applicable.

(d)  
Exhibits

Exhibit No.                      Description

Exhibit 99.1                      Press Release dated November 5, 2015.





 
 
 


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.


   
FIRST GUARANTY BANCSHARES, INC.
     
     
     
Date:  November 5, 2015
By:   
/s/ Eric J. Dosch                                               
   
Eric J. Dosch
   
Chief Financial Officer
     








































 
 
 

EX-99.1 2 pressrelease-110515.htm PRESSRELEASE-110515 pressrelease-110515.htm
Exhibit 99.1
 

First Guaranty Bancshares, Inc. Announces Pricing of Public Offering of Common Stock

HAMMOND, LA., November 5, 2015 – First Guaranty Bancshares, Inc. (“First Guaranty”) (OTCPink: FGBI), the holding company of First Guaranty Bank, announced the pricing of its public offering of 600,000 shares of its common stock, $1.00 par value per share (the “Common Stock”).  The public offering price is $18.50 per share. The underwriter will have the option to purchase up to an additional 90,000 shares of common stock from First Guaranty. The shares are expected to begin trading on Thursday, November 5, 2015 on the NASDAQ Global Market under the ticker symbol "FGBI."  The shares were previously quoted on the OTC Pink Marketplace.

First Guaranty intends to use the net proceeds from the offering to support the growth of First Guaranty Bank’s loan portfolio, including the possibility of making larger loans due to its increased legal lending limit, to finance potential strategic acquisitions and for other general corporate purposes.  First Guaranty may also use a portion of the net proceeds of the offering to redeem a portion of its shares of preferred stock issued to the U.S. Department of the Treasury as part of its participation in the Small Business Lending Fund program by December 31, 2015.

Sandler O’Neill + Partners, L.P. is acting as sole book-running manager for the offering.

A registration statement relating to these securities was declared effective as of November 5, 2015 by the Securities and Exchange Commission ("SEC"). The offering is being made only by means of the written prospectus forming part of the effective registration statement. Copies of the final prospectus relating to the offering may be obtained from Sandler O'Neill + Partners, L.P., Attention: Prospectus Department, 1251 Avenue of the Americas, 6th Floor, New York, NY 10020, telephone: 1-866-805-4128 or email: syndicate@sandleroneill.com.

It is expected that delivery of the shares will be made against payment therefor on or about November 12, 2015, which will be the 4th business day following the date of pricing of the securities (this settlement cycle being referred to as "T+4"). Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the shares on the initial pricing date of the shares or the next succeeding business day will be required, by virtue of the fact that the shares initially will settle in T+4, to specify alternative settlement arrangements at the time of any such trade to prevent a failed settlement and should consult their own advisor.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor may there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About First Guaranty

First Guaranty has approximately $1.4 billion in assets as of September 30, 2015 and provides personalized commercial banking services through 21 banking facilities located across Louisiana. For more information, visit www.fgb.net.

Forward-Looking Statements

This press release includes "forward-looking statements," including with respect to the proposed public offering and First Guaranty's proposed use of proceeds. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward-looking information presented in this press release is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this press release. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "plan," "seek," "comfortable with," "will," "expect," "intend," "estimate," "anticipate," "believe" or "continue" or the negative thereof or variations thereon or similar terminology. Any forward-looking information presented herein is made only as of the date of this press release, and we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

Contact

First Guaranty Bancshares, Inc.
Alton B. Lewis, President and Chief Executive Officer
(985) 375-0350
ablewis@fgb.net