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Note 9 - Subsequent Events -
9 Months Ended
Sep. 30, 2017
Notes to Financial Statements  
Subsequent Events [Text Block]
Note
9
Subsequent Events
 
Agreement and Plan of Reorganization with Minden Bancorp, Inc.
 
On
October 5, 2017,
the Company entered into an Agreement and Plan of Reorganization (the “Reorganization Agreement”) with Minden Bancorp, Inc. (“MBI”), the holding company for MBL Bank, Minden, Louisiana, and BFB Acquisition Company, a Louisiana corporation and wholly-owned subsidiary of
the Company (“Merger Subsidiary”). The Reorganization Agreement provides for the merger of the Merger Subsidiary with and into MBI, with MBI as the surviving corporation. Immediately following the merger, MBI will be merged with and into the Company, with the Company as the surviving corporation, and then MBL Bank will be immediately merged with and into Business First Bank, with Business First Bank as the surviving bank.
 
Under the terms of the Reorganization Agreement, each of the issued and outstanding shares of MBI common stock will be converted into and represent the right to receive
$31.50
thro
ugh a combination of cash from the Company and a special dividend of up to
$20.0
million from MBI immediately prior to closing. Prior to closing, each stock option issued by MBI will be cancelled in exchange for
$31.50
less the exercise price. In the aggregate, MBI’s shareholders and equity rights holders will receive approximately
$76.1
million. The terms of the Reorganization Agreement are pending, and subject to the satisfaction of all closing conditions, including the receipt of all required regulatory and shareholder approvals. The merger is expected to be completed in the
first
quarter of
2018.
 
At
September 30, 2017,
MBI reported
$318.2
million in total assets,
$192.1
million in total loans,
$249.3
million in total deposits, and
$49.2
million in total shareholders’ equity. MBL Bank is the leading financial institution in Webster Parish, part of the Shreveport-Bossier City MSA, through its
two
branch locations.
 
Private Placement of Common Stock
 
On
October 5, 2017,
the Company also entered into Securities Purchase Agreements and Registration Rights Agreements with certain institutional investors and Subscription Agreements with certain other accredited investors, including certain directors and executive officers of
the Company, pursuant to which the Company agreed to sell in a private placement offering (the “Private Placement”) an aggregate of up to
3,300,000
shares of the Company’s common stock (the “Private Placement Shares”) at a purchase price of
$20.00
per share. Stephens Inc. served as the sole placement agent for the Private Placement. The Private Placement closed on
October 12, 2017,
with the Company selling
3,299,925
shares for gross proceeds of approximately
$66.0
million. The Company estimates the net proceeds of the Private Placement will be approximately
$62.5
million, after deducting placement agent fees and other offering related expenses, and will be used to partially fund the Company’s acquisition of MBI and for general corporate purposes.