Primis Financial Corp. Completes Asset Acquisition
Ticker: FRST · Form: 8-K · Filed: Nov 6, 2024 · CIK: 1325670
| Field | Detail |
|---|---|
| Company | Primis Financial CORP. (FRST) |
| Form Type | 8-K |
| Filed Date | Nov 6, 2024 |
| Risk Level | low |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $6.0 million, $354 million, $19 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: acquisition, assets, disclosure
TL;DR
Primis Financial Corp. just bought some assets, filing shows.
AI Summary
Primis Financial Corp. reported the completion of its acquisition of assets on October 31, 2024. The filing also includes financial statements and exhibits related to this transaction. The company is incorporated in Virginia and its principal executive offices are located in McLean.
Why It Matters
This filing signifies a significant corporate action for Primis Financial Corp., indicating growth or strategic restructuring through asset acquisition.
Risk Assessment
Risk Level: low — The filing is a standard disclosure of an asset acquisition and does not inherently present new risks.
Key Players & Entities
- Primis Financial Corp. (company) — Registrant
- October 31, 2024 (date) — Date of earliest event reported
- Virginia (location) — State of incorporation
- McLean (location) — City of Principal Executive Offices
- Southern National Bancorp of Virginia Inc (company) — Former company name
FAQ
What specific assets were acquired by Primis Financial Corp.?
The filing states the completion of an acquisition or disposition of assets but does not specify the exact assets acquired.
What is the financial impact of this asset acquisition on Primis Financial Corp.?
The filing indicates that financial statements and exhibits are included, but the specific financial impact is not detailed in the provided text.
When did the asset acquisition officially close?
The earliest event reported, which includes the completion of the acquisition or disposition of assets, is dated October 31, 2024.
What was Primis Financial Corp.'s former name?
Primis Financial Corp.'s former name was Southern National Bancorp of Virginia Inc.
Where are Primis Financial Corp.'s principal executive offices located?
Primis Financial Corp.'s principal executive offices are located at 1676 International Drive, Suite 900, McLean, Virginia 22102.
Filing Stats: 747 words · 3 min read · ~2 pages · Grade level 12.1 · Accepted 2024-11-06 17:11:51
Key Financial Figures
- $6.0 million — cluding its employees, for a premium of $6.0 million (the "Transaction"). On October 31, 20
- $354 million — d the sale to EverBank of approximately $354 million of loans from the division with Primis
- $19 million — s, EverBank will purchase an additional $19 million of loans and loans generated by the div
Filing Documents
- tm2427630d1_8k.htm (8-K) — 29KB
- tm2427630d1_ex2-1.htm (EX-2.1) — 257KB
- tm2427630d1_ex99-1.htm (EX-99.1) — 224KB
- 0001104659-24-114845.txt ( ) — 742KB
- frst-20241031.xsd (EX-101.SCH) — 3KB
- frst-20241031_lab.xml (EX-101.LAB) — 33KB
- frst-20241031_pre.xml (EX-101.PRE) — 22KB
- tm2427630d1_8k_htm.xml (XML) — 3KB
01 Completion of Acquisition or Disposition of
Item 2.01 Completion of Acquisition or Disposition of Assets . On October 24, 2024, Primis Bank (the wholly owned subsidiary of Primis Financial Corp.) and EverBank, N.A. ("EverBank") entered into a Purchase and Assumption Agreement (the "Purchase Agreement") whereby EverBank will acquire the Life Premium Finance Division from Primis Bank including all the associated loans, except for a subset of mostly fixed rate and rate-capped loans retained by Primis Bank, and the operations of the division, including its employees, for a premium of $6.0 million (the "Transaction"). On October 31, 2024, Primis Bank completed the sale to EverBank of approximately $354 million of loans from the division with Primis Bank providing interim servicing until the transition of the business at the final closing which is expected on January 31, 2025. Between the first and second closings, EverBank will purchase an additional $19 million of loans and loans generated by the division in ordinary course at par. After the second closing, EverBank will service the Bank's retained portfolio for the duration of the portfolio. The foregoing description of the Transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The Transaction constituted a significant disposition for purposes of Item 2.01 of Form 8-K. Accordingly, the pro forma financial information required by Item 9.01 is included as Exhibit 99.1 to this Current Report on Form 8-K.
01 Financial
Item 9.01 Financial (b) Pro Forma Financial Information The following financial information is included as Exhibit 99.1 to this Current Report on Form 8-K and is filed herewith and incorporated herein by reference: Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2024 Unaudited Pro Forma Condensed Consolidated Statement of Income for the year ended December 31, 2023 and the nine months ended September 30, 2024 (d) Exhibits 2.1 Purchase and Assumption Agreement, dated October 24, 2024 by and between Primis Bank and EverBank, National Association. 99.1 Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2024 and Unaudited Pro Forma Condensed Consolidated Statement of Income for the year ended December 31, 2023 and the nine months ended September 30, 2024. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Primis Financial Corp. November 6 , 2024 By: /s/ Matthew A. Switzer Matthew Switzer Chief Financial Officer