Form 8-K - Current report

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): July 10, 2023

FIRST GUARANTY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)




Louisiana	001-37621	26-0513559
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

400 East Thomas Street
Hammond, Louisiana		70401
(Address of principal executive offices)		(Zip Code)


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

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box 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 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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1 par value

FGBI

The Nasdaq Stock Market LLC

Depositary Shares (each representing a 1/40th interest in a share of 6.75% Series A Fixed-Rate Non-Cumulative perpetual preferred stock)

FGBIP

The Nasdaq Stock Market LLC

Item 1.02 Termination of a Material Definitive Agreement

As previously disclosed, on January 9, 2023, First Guaranty Bancshares, Inc. (“First Guaranty”) entered into an Agreement and Plan of Merger dated January 6, 2023 (the “Merger Agreement”) by and among First Guaranty, First Guaranty Bank, and Lone Star Bank (“Lone Star”), pursuant to which, on the terms and subject to the conditions set forth therein, First Guaranty would acquire all of the issued and outstanding shares of Lone Star common stock in exchange solely for shares of First Guaranty common stock through the merger of Lone Star with and into First Guaranty Bank, with First Guaranty Bank as the surviving banking corporation.

On July 10, 2023, First Guaranty, First Guaranty Bank, and Lone Star entered into a Mutual Termination Agreement and Release (the “Termination Agreement”) pursuant to which the parties mutually agreed to terminate the Merger Agreement.

The foregoing descriptions of the Merger Agreement and the Termination Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, which was previously filed as Exhibit 2.1 to First Guaranty’s Current Report on Form 8-K on January 9, 2023, and the full text of the Termination Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 8.01 Other Events

On July 10, 2023, First Guaranty and Lone Star issued a joint press release announcing the mutual termination of the Merger Agreement, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit Number			Description of Exhibit
10.1			Mutual Termination Agreement and Release, dated July 10, 2023, by and among First Guaranty Bancshares, Inc., First Guaranty Bank and Lone Star Bank
99.1			Press Release dated July 10, 2023
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward Looking Statements

This report contains forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements are any statements other than statements of historical fact which represent our current judgement about possible future events. We believe these judgements are reasonable, but these statements are not guarantees of any future events or financial results, and our actual results may differ materially due to a variety of factors, many of which are described in our most recent Annual Report on Form 10-K and our other filings with the U.S. Securities and Exchange Commission. We caution readers not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or otherwise revise any forward-looking statements.

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.




	FIRST GUARANTY BANCSHARES, INC.
	(Registrant)
Date: July 10, 2023
	By:	/s/Eric J. Dosch
		Eric J. Dosch
		Chief Financial Officer

INDEX TO EXHIBITS


Exhibit Number			Description
Exhibit 10.1			Mutual Termination Agreement and Release, dated July 10, 2023, by and among First Guaranty Bancshares, Inc., First Guaranty Bank and Lone Star Bank
Exhibit 99.1			Press Release dated July 10, 2023

MUTUAL TERMINATION AGREEMENT AND RELEASE

THIS MUTUAL TERMINATION AGREEMENT AND RELEASE (this “Agreement”), is entered into as of July 10, 2023, by and among First Guaranty Bancshares, Inc., a Louisiana business corporation (“First Guaranty Bancshares”), First Guaranty Bank, a Louisiana state bank and wholly-owned Subsidiary of First Guaranty Bancshares (“First Guaranty Bank”), and Lone Star Bank, a Texas banking association (“Lone Star”).

WITNESSETH:

WHEREAS, First Guaranty Bancshares, First Guaranty Bank and Lone Star have entered into that certain Agreement and Plan of Merger, dated as of January 6, 2023 (the “Merger Agreement”). Any capitalized term used but not otherwise defined herein shall have the meaning set forth in the Merger Agreement.

WHEREAS, Section 7.01(a) of the Merger Agreement provides that the Merger Agreement may be terminated at any time prior to the Effective Time by mutual written consent of First Guaranty Bancshares and Lone Star.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

1. The parties hereto mutually agree to terminate the Merger Agreement, effective as of the execution of this Agreement, such agreement constituting the requisite mutual agreement and written consent required to terminate the Merger Agreement pursuant to Section 7.01(a) of the Merger Agreement and otherwise as may be required pursuant to applicable law.

2. The parties agree that the Merger Agreement is hereby and forthwith void and without effect, and, subject to Section 8 hereof, and notwithstanding anything in the Merger Agreement to the contrary, none of the parties, any of their respective Affiliates or any of the officers, employees, directors or representatives of any of them shall have any liability of any nature whatsoever under the Merger Agreement or in connection with the transactions contemplated by the Merger Agreement or the termination thereof, except that Section 5.22 of the Merger Agreement and the nondisclosure agreements, dated as of February 18, 2022 and August 25, 2022, by and between First Guaranty Bancshares and Lone Star (“Confidentiality Agreements”), shall survive such termination of the Merger Agreement; provided, that the language “two (2) years from the date of this Agreement” in the first paragraph of Section 11 of the Confidentiality Agreements shall be deleted and replaced with the following: “eighteen (18) months from the date of the Mutual Termination Agreement and Release, dated as of July 10, 2023, by and among First Guaranty Bancshares, First Guaranty Bank and Lone Star Bank” and the “two (2) years from the date hereof” in section 13(f) of the Confidentiality Agreements shall be deleted and replaced with the following “two (2) years from the date of the Mutual Termination Agreement and Release, dated as of July 10, 2023, by and among First Guaranty Bancshares, First Guaranty Bank and Lone Star Bank”.

3. First Guaranty Bancshares and First Guaranty Bank hereby release, waive, discharge and agree not to assert, any and all claims or causes of action of any kind (including claims for equitable relief, damages, attorneys’ fees, consultants’ fees, costs, administrative remedies, claims attributing any fault, blame or responsibility or any other legal responsibilities or obligations of any type or nature), whether known or unknown, asserted or unasserted, suspected or unsuspected, liquidated or unliquidated, absolute or contingent, which any of them has or may have against Lone Star, any of its Affiliates or any of its or their employees, officers, directors or representatives arising out of or related to the subject matter of this Agreement, including all claims and any and all expenses or costs of any kind in any way concerning or related to the Merger Agreement, the transactions contemplated by the Merger Agreement or the termination of the Merger Agreement or any related agreements, letters discussions, and/or negotiations.

4. Lone Star hereby releases, waives, discharges and agrees not to assert, any and all claims or causes of action of any kind (including claims for equitable relief, damages, attorneys’ fees, consultants’ fees, costs, administrative remedies, claims attributing any fault, blame or responsibility or any other legal responsibilities or obligations of any type or nature), whether known or unknown, asserted or unasserted, suspected or unsuspected, liquidated or unliquidated, absolute or contingent, which it has or may have against First Guaranty Bancshares and First Guaranty Bank or any of their respective Affiliates or any of the employees, officers, directors or representatives of First Guaranty Bancshares, First Guaranty Bank or their respective Affiliates arising out of or related to the subject matter of this Agreement, including all claims and any and all expenses or costs of any kind in any way concerning or related to the Merger Agreement, the transactions contemplated by the Merger Agreement or the termination of the Merger Agreement or any related agreements, letters discussions, and/or negotiations.

5. Notwithstanding the foregoing releases, no party releases any rights or claims against any other party to enforce the terms of this Agreement.

6. The joint press release of First Guaranty Bancshares and Lone Star announcing the termination of the Merger Agreement pursuant to this Agreement is set forth on Annex A. First Guaranty Bancshares and Lone Star shall each issue the joint press release at after-market hours on July _10_, 2023. Thereafter, neither party shall make any public statements regarding the transactions contemplated by the Merger Agreement or the termination of the Merger Agreement that are inconsistent with those set forth in such press release, except as required by applicable law, regulation or stock exchange to which the relevant party is subject.

7. Other than as First Guaranty Bancshares or Lone Star may determine in good faith is factually accurate and necessary (a) to respond to any legal or regulatory process, investigation or proceeding or request of a governmental agency or other regulatory authority, or (b) to give testimony or file any documents in any legal or regulatory proceeding, each of First Guaranty Bancshares and First Guaranty Bank, on behalf of itself, its Affiliates and its and their respective officers and directors and Lone Star, on behalf of itself, its Affiliates and its and their respective officers and directors, agrees that until the later of (i) the second anniversary of the date of this Agreement and (ii) the date on which any public litigation, action, claim or proceeding arising out of or relating to the Merger Agreement, the transactions contemplated by the Merger Agreement or the termination of the Merger Agreement has become final and nonappealable, it will not, and will not authorize, induce or encourage any other person to, directly or indirectly, make any public or private statements or other communications concerning or related to the Merger Agreement, the transactions contemplated by the Merger Agreement or the termination of the Merger Agreement that disparage, denigrate or malign, with respect to First Guaranty Bancshares and First Guaranty Bank, Lone Star and its Affiliates and representatives, and with respect to Lone Star, First Guaranty Bancshares and First Guaranty Bank and their respective Affiliates and representatives. All parties may notify their various respective regulators.

8. Within twenty (20) business days of the date of this Agreement, each party shall redeliver or destroy all Evaluation Material (as defined in the Confidentiality Agreements) of, with respect to First Guaranty Bancshares and First Guaranty Bank, Lone Star and its Affiliates and representatives, and with respect to Lone Star, First Guaranty Bancshares and First Guaranty Bank and their respective Affiliates and representatives.

9. Each party hereby represents and warrants to the other party that (a) such party has full corporate power and authority to execute and deliver this Agreement, (b) the execution and delivery of this Agreement, the termination of the Merger Agreement and consummation of the other transactions contemplated hereby have been duly and validly approved by such party, (c) no other corporate proceedings on the part of such party are necessary to approve this Agreement or the termination of the Merger Agreement or to consummate the other transactions contemplated hereby, and (d) this Agreement has been duly and validly executed and delivered by such party (assuming due authorization, execution and delivery by the other party) and constitutes a valid and binding obligation of such party, enforceable against such party in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions).

10. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver of this Agreement shall be valid only if set forth in a written instrument signed on behalf of such party, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

11. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of a provision of this Agreement. When a reference is made in this Agreement to Sections or Annexes, such reference shall be to a Section or an Annex of this Agreement unless otherwise indicated. Whenever the word “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation.” The word “or” shall not be exclusive. As used herein, the term “person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

12. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party without the prior written consent of the other parties to this Agreement (which may be withheld by such other party in its sole discretion). Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. This Agreement (including the documents and instruments referred to herein) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.

13. This Agreement together with the Confidentiality Agreements constitute the entire agreement among the parties and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

14. Sections 9.03, 9.04, 9.06, 9.07, 9.08 and 9.13 of the Merger Agreement are hereby incorporated into this Agreement by reference, and shall apply hereto as though set forth herein, mutatis mutandis.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.



FIRST GUARANTY BANCSHARES, INC.



By:			/s/ Alton B. Lewis, Jr.
Name:			Alton Lewis,
Title:			Vice Chairman/President/CEO


FIRST GUARANTY BANK



By:			/s/ Alton B. Lewis, Jr.
Name:			Alton Lewis,
Title:			Vice Chairman/President/CEO


LONE STAR BANK


By:
Name:			Dennis Harrington
Title:			Chief Executive Officer

[Signature Page to Mutual Termination Agreement]

EXHIBIT 99.1

JULY 10, 2023

FOR IMMEDIATE RELEASE

CONTACT: ALTON LEWIS, CEO AND ERIC DOSCH, CFO

985.375.0350 / 985.375.0308

First Guaranty Bancshares, Inc. and Lone Star Bank Mutually Agree to Terminate Merger Agreement as Market Conditions Have Changed since January 6, 2023

Hammond, Louisiana, July 10, 2023 – First Guaranty Bancshares, Inc. (Nasdaq: FGBI) (“First Guaranty”) and Lone Star Bank (“Lone Star”) today announced that they have entered into a mutual agreement to terminate their merger agreement of January 6, 2023, originally announced on January 9, 2023.

The termination was approved by the Boards of Directors of both companies.

In a joint statement, Alton B. Lewis, Vice Chairman, President and Chief Executive Officer of First Guaranty, and Dennis Harrington, President and Chief Executive Officer of Lone Star, said, “After careful consideration, we mutually concluded it was not prudent to continue to pursue the combination of our companies. We are confident this is the right decision for our shareholders, our customers, and our employees. This decision will allow each of First Guaranty and Lone Star to dedicate resources and focus on our individual growth strategies in the currently challenging banking industry environment. We thank each other and our respective institutions for having a cooperative working relationship over the last several months and wish each other continued success in the future.”

Additional details regarding the termination agreement will be set forth in a Current Report on Form 8-K to be filed by First Guaranty with the Securities and Exchange Commission on July 10, 2023.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements are any statements other than statements of historical fact which represent our current judgement about possible future events. We believe these judgements are reasonable, but these statements are not guarantees of any future events or financial results, and our actual results may differ materially due to a variety of factors, many of which are described in our most recent Annual Report on Form 10-K and our other filings with the U.S. Securities and Exchange Commission. We caution readers not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or otherwise revise any forward-looking statements.

Cover	Jul. 10, 2023
Document Information [Line Items]
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001408534
Document Type	8-K
Document Period End Date	Jul. 10, 2023
Entity Registrant Name	FIRST GUARANTY BANCSHARES, INC.
Entity Incorporation, State or Country Code	LA
Entity File Number	001-37621
Entity Tax Identification Number	26-0513559
Entity Address, Address Line One	400 East Thomas Street
Entity Address, City or Town	Hammond
Entity Address, State or Province	LA
Entity Address, Postal Zip Code	70401
City Area Code	345-7685
City Area Code	(985)
Written Communications	true
Soliciting Material	false
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $1 par value
Trading Symbol	FGBI
Security Exchange Name	NASDAQ
Noncumulative Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares (each representing a 1/40th interest in a share of 6.75% Series A Fixed-Rate Non-Cumulative perpetual preferred stock)
Trading Symbol	FGBIP
Security Exchange Name	NASDAQ

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