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FMAR > SEC Filings for FMAR > Form 8-K on 13-Nov-2012All Recent SEC Filings

Show all filings for FIRST MARINER BANCORP



Termination of a Material Definitive Agreement, Other Events, Financial Sta

Item 1.02 Termination of a Material Definitive Agreement

On November 8, 2012, First Mariner Bancorp (the "Company") terminated the Securities Purchase Agreement by and among the Company, First Mariner Bank and Priam Capital Fund I, LP ("Priam") dated as of April 19, 2011 and amended as of September 21, 2011 (as amended, the "Agreement"). Under the agreement, Priam agreed to invest, subject to certain conditions, approximately $36.4 million of capital in the Company. Among other conditions, the closing of Priam's investment was contingent on the Company raising an additional $123.6 million from other investors. The material terms and conditions of the Agreement were previously disclosed in the Company's Current Reports on Form 8-K filed on April 25, 2011 and September 27, 2012, and are incorporated herein by reference.

Pursuant to the terms of the Agreement, either party had the right to terminate the Agreement in the event that the Closing Date (as defined in the Agreement) did not occur on or before November 30, 2011, provided that this right to terminate the Agreement is not available to any party whose failure to perform any obligation under the Agreement was the cause of, or shall have resulted in, the failure of the Closing Date to occur on or prior to such date.

Item 8.01 Other Events

On November 9, 2012, the Company issued a press release in connection with the termination of the Agreement. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits


Number Description

99.1Press Release dated November 9, 2012

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