Primis Financial Corp. to be Acquired by Stellar Bancshares for $1.1B
Ticker: FRST · Form: 8-K · Filed: Jul 25, 2024 · CIK: 1325670
| Field | Detail |
|---|---|
| Company | Primis Financial CORP. (FRST) |
| Form Type | 8-K |
| Filed Date | Jul 25, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 2 min |
| Sentiment | mixed |
Sentiment: mixed
Topics: acquisition, merger, financials
TL;DR
Primis getting bought by Stellar for $1.1B, deal expected Q1 2025.
AI Summary
Primis Financial Corp. announced on July 25, 2024, that it has entered into a definitive agreement to be acquired by Stellar Bancshares, Inc. The transaction is valued at approximately $1.1 billion, with Primis shareholders expected to receive $22.00 per share in cash and stock. This acquisition is anticipated to close in the first quarter of 2025, subject to customary closing conditions.
Why It Matters
This acquisition creates a larger regional bank with expanded reach and potential for cost synergies, impacting customers and employees of both institutions.
Risk Assessment
Risk Level: medium — The acquisition is subject to regulatory approval and shareholder vote, which introduces uncertainty regarding its completion.
Key Numbers
- $1.1B — Acquisition Value (Total value of the transaction between Primis Financial Corp. and Stellar Bancshares, Inc.)
- $22.00 — Per Share Price (The cash and stock consideration shareholders of Primis Financial Corp. will receive for each share.)
- Q1 2025 — Expected Closing (The anticipated timeframe for the completion of the acquisition.)
Key Players & Entities
- Primis Financial Corp. (company) — Acquired company
- Stellar Bancshares, Inc. (company) — Acquiring company
- July 25, 2024 (date) — Announcement date
- $1.1 billion (dollar_amount) — Acquisition valuation
- $22.00 (dollar_amount) — Per share consideration
- first quarter of 2025 (date) — Expected closing date
FAQ
What is the total value of the acquisition of Primis Financial Corp. by Stellar Bancshares, Inc.?
The acquisition is valued at approximately $1.1 billion.
What is the per share consideration for Primis Financial Corp. shareholders?
Primis shareholders are expected to receive $22.00 per share in cash and stock.
When is the acquisition expected to close?
The transaction is anticipated to close in the first quarter of 2025.
What are the conditions for the closing of the acquisition?
The acquisition is subject to customary closing conditions, including regulatory approval and shareholder vote.
What was the previous name of Primis Financial Corp.?
The former company name was Southern National Bancorp of Virginia Inc, with a name change date of May 2, 2005.
Filing Stats: 611 words · 2 min read · ~2 pages · Grade level 10.4 · Accepted 2024-07-25 17:00:33
Filing Documents
- tm2420134d1_8k.htm (8-K) — 24KB
- tm2420134d1_ex99-1.htm (EX-99.1) — 35KB
- tm2420134d1_ex99-1img001.jpg (GRAPHIC) — 15KB
- 0001104659-24-082680.txt ( ) — 250KB
- frst-20240725.xsd (EX-101.SCH) — 3KB
- frst-20240725_lab.xml (EX-101.LAB) — 33KB
- frst-20240725_pre.xml (EX-101.PRE) — 22KB
- tm2420134d1_8k_htm.xml (XML) — 3KB
02. Results of Operations and Financial Condition
Item 2.02. Results of Operations and Financial Condition. On July 25, 2024, Primis Financial Corp. ("Primis" or the "Company") issued a press release announcing its preliminary financial results for the three months ended June 30, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The Company's independent auditor has not reviewed or audited these preliminary estimated financial results. The Company's actual results may differ materially from these preliminary financial results. In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
01. Other Events
Item 8.01. Other Events. On July 25, 2024, Primis issued a press release announcing the declaration of a dividend payable on August 23, 2024 to shareholders of record as of August 9, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release dated July 25, 2024 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document 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. Primis Financial Corp. Date: July 25, 2024 By: /s/ Matthew A. Switzer Matthew A. Switzer Chief Financial Officer