Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
FUBC > SEC Filings for FUBC > Form 8-K on 1-Jul-2013All Recent SEC Filings

Show all filings for 1ST UNITED BANCORP, INC.

Form 8-K for 1ST UNITED BANCORP, INC.


1-Jul-2013

Completion of Acquisition or Disposition of Assets, Regulation FD Disclo


Item 2.01. Completion of Acquisition or Disposition of Assets.

Prior to commencement of business on July 1, 2013, 1st United Bancorp, Inc. (the "Registrant") completed its acquisition of Enterprise Bancorp, Inc., a Florida corporation ("EBI"), and its wholly owned subsidiary Enterprise Bank of Florida, a Florida-chartered commercial bank ("Enterprise"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated March 22, 2013, as amended, by and among the Registrant, 1st United Bank, EBI and Enterprise. In accordance with the Merger Agreement, the Registrant acquired EBI through the merger of EBI with and into a wholly-owned subsidiary of the Registrant ("Holding Company Merger") and 1st United Bank acquired Enterprise Bank through the merger of Enterprise Bank with and into 1st United Bank (collectively, with the Holding Company Merger, the "Merger"). The Registrant was the surviving financial holding company and 1st United Bank was the surviving bank following the Merger. In connection with the Merger, 1stUnited Bank acquired approximately $160 million in loans and approximately $175 million in deposits. After giving effect to the Merger the Registrant now has approximately $1.75 billion in assets, $1.45 billion in total deposits and, subsequent to the anticipated branch consolidations, will have 23 full-service banking offices.

Pursuant to the terms of the Merger Agreement, each share of EBI common stock issued and outstanding at the effective time of the Holding Company Merger was converted into the right to receive consideration based on EBI's total consolidated assets and the EBI Tangible Book Value (as defined in the Merger Agreement) as of June 30, 2013. The total value of the consideration paid to EBI shareholders was approximately $45.8 million, which consisted of approximately $5.0 million in cash, $22.2 million in loans (including all nonperforming loans), other real estate, and repossessed assets of Enterprise and $18.6 million in impaired and below investment grade securities and other investments of Enterprise. Each holder (other than Warren B. Mosler, the majority shareholder of EBI, and his affiliates) of a share of EBI common stock is entitled to a cash payment from the Registrant equal to $6.05 per share (less their per share pro rata portion of the $400,000 holdback described below). The consideration payable for each share of EBI common stock beneficially owned by Mr. Mosler and his affiliates issued and outstanding at the effective time of the Holding Company Merger will be satisfied by a cash payment (less their per share pro rata portion of the $400,000 holdback described below) and the transfer to them of certain noncash assets of Enterprise, as described above. Additionally, the total consideration payable to all EBI shareholders in connection with the Merger was subject to a holdback amount of up to $400,000 to defray damages and related expenses incurred to defend or settle certain litigation.

The foregoing summary of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was attached as Exhibit 2.1 of the Registrant's Current Report on Form 8-K filed on March 25, 2013 and is incorporated by reference herein.



Item 7.01. Regulation FD Disclosure.

On July 1, 2013, the Registrant issued a press release announcing the completion of the Merger, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished under Item 7.01 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.



Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

To the extent that financial statements are required by this Item 9.01, the Registrant intends to file such financial statements in an amendment to this Current Report on Form 8-K not later than September 13, 2013.

(d) Exhibits.

2.1 Agreement and Plan of Merger, dated March 22, 2013, by and among 1st United Bancorp, Inc., 1st United Bank, Enterprise Bancorp, Inc., and Enterprise Bank of Florida - incorporated herein by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K (filed 3/25/13) (No. 001-34462).

99.1 Press Release, dated July 1, 2013, announcing the completion of the merger of 1st United Bancorp, Inc., 1st United Bank, Enterprise Bancorp, Inc., and Enterprise Bank of Florida.

  Add FUBC to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for FUBC - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.