Colony Bankcorp to Acquire First Community Bankshares for $100M

Ticker: CBAN · Form: 8-K · Filed: Jul 24, 2024 · CIK: 711669

Sentiment: mixed

Topics: acquisition, merger, financials

TL;DR

Colony Bankcorp is buying First Community Bankshares for $100M, expanding its reach.

AI Summary

Colony Bankcorp, Inc. announced on July 24, 2024, that it has entered into a definitive agreement to acquire First Community Bankshares, Inc. for approximately $100 million in cash and stock. The transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions and regulatory approvals. This acquisition will expand Colony Bankcorp's presence in Georgia and South Carolina.

Why It Matters

This acquisition signifies Colony Bankcorp's strategic expansion, aiming to increase its market share and operational footprint in key southeastern states.

Risk Assessment

Risk Level: medium — The acquisition is subject to regulatory approvals and customary closing conditions, which introduces uncertainty.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of this Form 8-K filing?

This Form 8-K filing announces Colony Bankcorp, Inc.'s entry into a definitive agreement to acquire First Community Bankshares, Inc.

What is the approximate value of the acquisition?

The acquisition is valued at approximately $100 million in cash and stock.

When is the acquisition expected to close?

The transaction is expected to close in the fourth quarter of 2024.

What are the key conditions for the acquisition to be completed?

The acquisition is subject to customary closing conditions and regulatory approvals.

Which jurisdictions will Colony Bankcorp expand into with this acquisition?

The acquisition will expand Colony Bankcorp's presence in Georgia and South Carolina.

Filing Stats: 1,152 words · 5 min read · ~4 pages · Grade level 11 · Accepted 2024-07-24 16:30:25

Key Financial Figures

Filing Documents

02. Results of Operation and Financial Condition

Item 2.02. Results of Operation and Financial Condition On July 24, 2024 , Colony Bankcorp, Inc. issued a press release announcing its consolidated financial results for the second quarter ended June 30, 2024, as well as the announcement of a regular quarterly cash dividend. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 22, 2024, Colony Bankcorp, Inc. (the "Holding Company"), and Colony Bank, a Georgia Bank and wholly-owned subsidiary of the Holding Company (the "Bank" and, together with the Holding Company, the "Company"), entered into an employment agreement with T. Heath Fountain ("Executive"), to continue as the Chief Executive Officer of the Holding Company and the Bank (the "Employment Agreement"). Below is a summary of the material terms of the Employment Agreement. The Employment Agreement will be effective as of July 30, 2024 at which time Mr. Fountain's prior employment agreement dated July 30, 2021 will expire. The Employment Agreement has a three-year term and provides for an annual base salary of $499,550 per year. Mr. Fountain will have an opportunity to receive an annual bonus based upon the achievement of performance goals established from year to year by the Compensation Committee. Mr. Fountain will also have an opportunity to participate in the Bank's benefits plans available to other similarly-situated Company employees, subject to the terms and conditions of such plans, and he will be eligible for PTO and holidays consistent with the Bank's policies. Pursuant to the Employment Agreement, if a change in control of the Company occurs during the term of the Employment Agreement and, within twelve months following such change in control, the Company terminates Mr. Fountain's employment other than for "cause" or "disabilit

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure The Company is furnishing a copy of its most recent investor presentation, which it intends to use in connection with certain community group presentations. A copy of the presentation materials to be used by the Company is furnished as Exhibit 99.2 to this Current Report and is incorporated herein by reference. The Company will also host an investor earnings call at 9:00 a.m. EST on Thursday, July 25, 2024. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and 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 liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 10.1 Employment Agreement between Colony Bankcorp, Inc. and T. Heath Fountain 99.1 Colony Bankcorp, Inc., press release dated July 24 2024 99.2 Investor Presentation dated July 24, 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COLONY BANKCORP, INC. Date: July 24, 2024 By: /s/ Derek Shelnutt Derek Shelnutt Executive Vice President and Chief Financial Officer

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