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FFCH > SEC Filings for FFCH > Form 8-K on 16-Jul-2013All Recent SEC Filings

Show all filings for FIRST FINANCIAL HOLDINGS INC /DE/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for FIRST FINANCIAL HOLDINGS INC /DE/


16-Jul-2013

Other Events


Item 8.01 Other Events

On July 16, 2013, SCBT Financial Corporation, a South Carolina corporation ("SCBT") and First Financial Holdings, Inc., a Delaware corporation ("First Financial"), entered into a memorandum of understanding (the "MOU") with plaintiffs and other named defendants regarding the settlement of a putative class action lawsuit filed in the Court of Chancery of the State of Delaware (the "Court") in response to the announcement of the execution of an Agreement and Plan of Merger, dated as of February 19, 2013 (the "Merger Agreement"), by and between SCBT and First Financial. Pursuant to, and subject to the terms and conditions of, the Merger Agreement, First Financial will merge with and into SCBT, with SCBT as the surviving entity following the merger (the "Merger").

As described in greater detail in the joint proxy statement/prospectus dated June 18, 2013 (the "Definitive Proxy") forming a part of the registration statement on Form S-4, as amended, filed by SCBT with the SEC and declared effective by the SEC on June 13, 2013, on March 5, 2013, a purported shareholder of First Financial filed a lawsuit in the Court, captioned Arthur Walter v. R. Wayne Hall et al., No. 8386-VCN. On March 25, 2013, another purported shareholder of First Financial filed a lawsuit in the same court captioned Emmy Moore v. R. Wayne Hall et al., No. 8434-VCN. On April 18, 2013, the Court of Chancery issued an order consolidating the two lawsuits into one action captioned In re First Financial Holdings, Inc. Shareholder Litigation, No. 8386-VCN (the "Lawsuit"). On May 7, 2013, the plaintiffs filed a consolidated amended complaint on behalf of a putative class of First Financial's common shareholders (the "Complaint"). The Complaint names as defendants First Financial, the current members of First Financial's board of directors (the "Director Defendants") and SCBT.

Under the terms of the MOU, SCBT, First Financial, the Director Defendants and the plaintiffs have agreed to settle the Lawsuit subject to the approval of the Court. If the Court approves the settlement contemplated by the MOU, the Lawsuit will be dismissed with prejudice and the defendants will be released from any claims that plaintiffs and the alleged class of First Financial shareholders may have based upon, arising out of, or related to the Merger, Defendants' consideration of the Merger, and any disclosures or public filings related to the Merger (other than any claims of First Financial stockholders under the federal securities law entirely unrelated to the Merger or any disclosures related thereto). Pursuant to the terms of the MOU, SCBT and First Financial have agreed to make available additional information to First Financial shareholders. The additional information is contained below in this Current Report on Form 8-K (the "Current Report") and should be read in conjunction with the Definitive Proxy, which should be read in its entirety. In return, the plaintiffs have agreed to the dismissal of the Lawsuit with prejudice and not to seek any interim relief in favor of the alleged class of First Financial stockholders. The parties to the MOU have not had any discussions regarding potential fees and expenses of the plaintiffs' attorneys; however, the parties have agreed to engage in good faith negotiations regarding an award of such fees and expenses. The defendants have reserved all rights to oppose the amount of any petition by the plaintiffs and their attorneys for an award of fees and expenses (to the extent any arguments do not contradict the MOU) in the event that the parties are unable to reach agreement on such an award. The parties to the MOU have agreed that final resolution by the Court of any fee petition will not be a precondition to the dismissal of the Lawsuit. There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the Court will approve the settlement, even if the parties were to enter into such stipulation. In such event, the proposed


settlement as contemplated by the MOU may be terminated.

The settlement will not affect the consideration to be paid to First Financial shareholders in connection with the Merger or the timing of the special meetings of First Financial and SCBT shareholders, which are scheduled for July 24, 2013 in Charleston, South Carolina and Columbia, South Carolina, respectively, to consider and vote upon a proposal to approve the Merger Agreement, among other things.

SCBT, First Financial and the Director Defendants deny each of the allegations in the Lawsuit and believe the prior disclosures in the Definitive Proxy are adequate under applicable law. First Financial and the Director Defendants have informed SCBT that they maintain that they have complied with their fiduciary duty and other applicable legal duties in all respects in connection with the Merger and any disclosure obligations in connection therewith. SCBT, First Financial and the Director Defendants have agreed to settle the Lawsuit in order to avoid costly litigation and reduce the risk of any delay to the completion of the Merger. Nothing in this Current Report or any stipulation of settlement shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein or therein.

SUPPLEMENT TO THE DEFINITIVE PROXY

The following information supplements the Definitive Proxy and should be read in conjunction with the Definitive Proxy, which should be read in its entirety. All page references in the information below are to pages in the Definitive Proxy, and terms used below have the meanings set forth in the Definitive Proxy, unless otherwise defined below. Without admitting in any way that the disclosures below are material or otherwise required by law, SCBT and First Financial make the following supplemental disclosures:

The following disclosure supplements the discussion at page 50 of the Definitive Proxy concerning the status, following the Merger, of the Series A Preferred Stock issued by First Financial to the United States Treasury in the TARP Capital Purchase Program:

In March 2012, the United States Treasury sold all 65,000 shares of First Financial's Series A preferred stock (the "Preferred Stock") to third parties in an auction. First Financial did not participate in that auction, but retains the right to redeem the Preferred Stock at a price equal to the sum of the $1,000 liquidation value plus any accrued and unpaid dividends, subject to any required regulatory approval. Upon consummation of the Merger each share of Preferred Stock, except for shares held by First Financial or SCBT, will be converted into the right to receive one share of preferred stock of SCBT, to be designated Series A Fixed Rate Cumulative Perpetual Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share, and having rights, preferences, privileges and voting powers not materially less favorable than those of the Preferred Stock. As a result of the sale of the Preferred Stock by the United States Treasury, the restrictions on executive compensation applicable to First Financial as a participant in the TARP Capital Purchase Program terminated.

The following disclosure is inserted between the third and fourth sentences of the paragraph spanning pages 47 and 48 of the Definitive Proxy:


Messrs. Hill, Hall and Hood believed that such a strategic transaction might result in a number of benefits for the combined institution, including the ability to achieve certain efficiencies and cost synergies with respect to operational and regulatory expenses, and better penetration of commercial and consumer banking markets.

The following disclosure supplements the discussion at page 47 of the Definitive Proxy concerning the consideration by First Financial's Board of strategic alternatives other than the SCBT business combination during the period from 2009 to January 10, 2013:

During the period beginning in 2009 and through January 10, 2013, First Financial, with the assistance of its financial advisor, Sandler O'Neill + Partners, L.P., examined certain strategic opportunities with other financial institutions other than SCBT. First Financial senior management met with the senior management of at least one other potential acquisition candidate to discuss such strategic opportunities. During this period, SCBT and First Financial senior management periodically met to review and discuss potential strategic opportunities involving the two companies.

The following disclosure is inserted between the first and second sentences of the first full paragraph on page 48 of the Definitive Proxy:

As a result of SCBT's progress in the integration of its previous acquisitions and the continued geographic fit of First Financial with SCBT's post-acquisition geographic footprint, as well as Mr. Hill's assessment of the current financial services market generally and regional and local economic conditions in particular, Mr. Hill believed that such a strategic transaction might be appropriate at such time.

The following disclosure supplements the discussion at page 48 of the Definitive Proxy concerning the conclusions reached by the First Financial Board regarding the proposed business combination with SCBT during the execution session of the Board's January 24, 2013 Board meeting:

During the January 24, 2013 executive session, the Board did not conclude whether First Financial was more likely to successfully achieve the goals of its strategic plan independently or through a combination with SCBT. Senior management was instructed to engage advisors to assist management with a due diligence process of SCBT to advise the Board in making this determination. No further discussion of the potential transaction occurred during the general session of the Board meeting.

The final two sentences of the second full paragraph on page 49 of the Definitive Proxy are revised in their entirety to read as follows (supplemental disclosure is underlined):

Management reviewed with the board of directors the continuing diligence of First Financial's credit portfolio, including a discussion of the number and average size of loans in First Financial's loan portfolio as well as First Financial's loan loss provision and charge-off history, and discussed with the board the results of management's review and benchmarking of the First Financial strategic plan, including discussion regarding First Financial's acquisition history, geographic locations, pro forma branch footprint, and employees. Also at this meeting,


the board of directors received a presentation from Keefe, Bruyette & Woods, which included a review of the anticipated pro forma effects of a strategic transaction with First Financial and a discussion of the assumptions and sensitivities regarding the same, as well as an analysis of the pro forma impact of certain indicative pricing levels for a strategic business combination transaction between the parties.

The final sentence of the second full paragraph on page 49 on the Definitive Proxy is revised in its entirety to read as follows (supplemental disclosure is underlined):

Also at this meeting, the board of directors received a presentation from Keefe, Bruyette & Woods, which included a review of the anticipated pro forma effects of a strategic transaction with First Financial and a discussion of the assumptions and sensitivities (the degree to which the pro forma effects might change based on changes to certain underlying assumptions) regarding the same.

The following disclosure is inserted prior to the final sentence of the fourth full paragraph on page 49 of the Definitive Proxy:

SCBT arrived at the $18.00 price per First Financial common share following discussions between Messrs. Hill and Hall during which Mr. Hall indicated that he believed the First Financial board of directors would not approve a transaction at a lower price.

The following disclosure supplements the discussion at page 50 of the Definitive Proxy regarding senior management's due diligence of SCBT as discussed with First Financial's Board during the February 15, 2013 Board meeting:

Members of First Financial's senior management reviewed and discussed the due diligence process with the First Financial Board. These discussions included a review and discussion of the mark SCBT management had assigned to First Financial's loan portfolio, and information regarding the combination's expected business metrics, costs savings, and benefits to, and impact on, First Financial's constituents.

The following disclosure supplements the discussion at page 50 of the Definitive Proxy concerning the First Financial Board's determination to focus on merger discussions with SCBT as opposed to seeking out other merger partners or continuing the pursuit of its strategic plan:

First Financial's Board determined to focus on merger discussions with SCBT, as opposed to seeking out other merger partners or continuing the pursuit of its strategic plan, in large part due to the Board's belief that the resultant South Carolina-based regional franchise could not be achieved with another financial institution and that First Financial could realize its strategic goals faster, on a stronger platform, on a greater scale and with stronger financial results than it could achieve by itself. Additional reasons that the Board focused on the merger discussions with SCBT are included in the section below titled "First Financial's Reasons for the Merger; Recommendation of First Financial's Board of Directors."

The penultimate sentence of the first full paragraph on page 50 of the Definitive Proxy is revised in its entirety to read as follows (supplemental disclosure is underlined):


During this time, the parties continued to conduct final due diligence regarding the proposed transaction, including completion of certain disclosure schedules to accompany the merger agreements, ongoing review of certain material contracts and leases to which First Financial was a party, discussion regarding First Financial's pending and threatened legal proceedings and review of First Financial's employee benefits and severance plans.

The following disclosure supplements the discussion at page 50 of the Definitive Proxy concerning First Financial's Board's February 19, 2013 meeting:

During the merger negotiation process that occurred between February 15, 2013 and February 19, 2013, members of First Financial's management team discussed First Financial's due diligence review of SCBT with First Financial's advisors, certain members of First Financial's Board, and with members of SCBT's management and advisor teams. The information derived from this process was consistent with, and further supported, management's analysis of the potential combination as discussed with First Financial's Board at its February 15, 2013 meeting.

The final sentence of the first full paragraph on page 50 of the Definitive Proxy is revised in its entirety to read as follows (supplemental disclosure is underlined):

Also during this time, following discussion, the companies agreed to calculate the fixed exchange ratio associated with the agreed-upon $18.00 per share value for First Financial shares based on the simple, non-volume-weighted average closing price of SCBT's common stock for the fifteen-trading-day period ended February 15, 2013, which resulted in the final fixed exchange ratio of 0.4237.

The following disclosure is inserted following the final sentence of the first full paragraph on page 51 of the Definitive Proxy:

The joint press release reported the value of the transaction consideration based on the February 19, 2013 closing price of $43.18 per SCBT share, the most recent SCBT closing share price then-available, which resulted in an implied price per First Financial share of $18.30 and an aggregate transaction valuation of approximately $302.4 million; the value of the transaction consideration may also be calculated using the simple, non-volume-weighted average closing price of SCBT's common stock for the fifteen-trading-day period ended February 15, 2013, which would result in an implied price per First Financial share of $18.00, as described above, and an aggregate transaction valuation of approximately $297.5 million.

The second sentence of the first full paragraph on page 57 of the Definitive Proxy is revised as follows (supplemental disclosure is underlined):

The table below sets forth the data for First Financial and for each of the companies in the First Financial peer group, as well as the high, low, mean, and median of that group, as of and for the twelve months ended December 31, 2012, with pricing data as of February 15, 2013.

The following discussion supplements and replaces the Comparable Group Analysis table at page 57 of the Definitive Proxy to provide the individually observed financial and market trading data for each of the companies in the First Financial peer group:

                                                                  Capital Position                 LTM Profitability                 Asset Quality                        Valuation
                                                                                                                                         NPAs/    NCOs           Price/
                                                                       Tier 1    Total                     Net                   LLR/    Total      /     Tang.           2013    Current
                                                     Total    TCE/    Leverage    RBC                    Interest   Efficiency   Gross   Assets   Avg.    Book     LTM    Est.    Dividend   Market
                                                     Assets    TA      Ratio     Ratio   ROAA    ROAE     Margin      Ratio      Loans    (1)     Loans   Value    EPS     EPS     Yield     Value
Company                   City, State       Ticker    ($)      (%)      (%)       (%)     (%)     (%)      (%)         (%)        (%)     (%)      (%)     (%)     (x)     (x)      (%)       ($)
Trustmark
Corporation           Jackson, MS           TRMK      9,829   10.28      10.97   17.22    1.20    9.30       4.09         62.2    1.42     1.69    0.29     158    13.2    13.6       3.86    1,545
United
Bankshares, Inc.      Charleston, WV        UBSI      8,420    7.55      10.62   13.67    0.98    8.35       3.78         53.1    1.13     1.48    0.36     216    15.8    14.4       4.77    1,307
Capital Bank
Financial
Corporation           Coral Gables, FL      CBF       7,296   13.89      15.91   24.48    0.84    5.31       4.40         72.5    1.17     2.67    0.09      99    15.9    20.3         NA      578
United Community
Banks, Inc.           Blairsville, GA       UCBI      6,802    5.66       9.70   15.82    0.55    6.51       3.50         59.5    2.53     3.69    1.40     167    25.2    14.9       0.00      470
WesBanco, Inc.        Wheeling, WV          WSBC      6,079    6.77       9.11   14.45    0.88    7.54       3.53         60.7    1.42     1.15    0.48     172    12.5    11.5       3.14      670
Pinnacle Financial
Partners, Inc.        Nashville, TN         PNFP      5,041    8.97      10.57   13.02    0.86    6.01       3.71         59.0    1.85     1.37    0.24     175    19.7    15.4         NA      752
Union First Market
Bankshares
Corporation           Richmond, VA          UBSH      4,096    8.97      10.29   14.57    0.89    8.13       4.34         63.5    1.11     2.70    1.07     125    13.0    12.7       2.91      452
First Bancorp         Troy, NC              FBNC      3,245    6.81      10.24   16.65   (0.71 ) (6.77 )     4.78         57.8    1.92     3.27    8.13     120      NM    14.9       2.43      259
BNC Bancorp           High Point, NC        BNCN      3,084    6.63       9.59   13.90    0.41    4.91       3.85         74.3    1.93     2.71    1.43     100    17.1    12.8       2.44      168
StellarOne
Corporation           Charlottesville, VA   STEL      3,023   10.80      11.92   16.86    0.75    5.23       3.80         69.4    1.41     2.11    0.28     109    15.5    14.9       2.14      342
First Community
Bancshares, Inc.      Bluefield, VA         FCBC      2,731    8.72       9.74   16.18    1.14    8.53       4.23         55.0    1.49     1.26    0.34     133    11.0    10.4       3.11      309
Park Sterling
Corporation           Charlotte, NC         PSTB      2,033   11.11      15.39   23.44    0.35    2.12       4.27         72.2    0.77     1.79   (0.12 )   114    48.1    16.0         NA      257
                                            High      9,829   13.89      15.91   24.48    1.20    9.30       4.78         74.3    2.53     3.69    8.13     216    48.1    20.3       4.77    1,545
                                            Low       2,033    5.66       9.11   13.02   (0.71 ) (6.77 )     3.50         53.1    0.77     1.15   (0.12 )    99    11.0    10.4       0.00      168
                                            Mean      5,140    8.85      11.17   16.69    0.68    5.43       4.02         63.3    1.51     2.16    1.17     141    18.8    14.3       2.76      592
                                            Median    4,568    8.84      10.43   16.00    0.85    6.26       3.97         61.4    1.42     1.95    0.35     129    15.8    14.7       2.91      461
FIVE                  Charleston, SC                  3,216    7.09      10.54   16.16    0.60    6.73       4.24         67.1    1.73     1.54    1.14     120    13.6    13.9       1.22      271

The following disclosure supplements the discussion in the second sentence of the second paragraph at page 59 of the Definitive Proxy concerning the Net Present Value Analysis performed by Sandler O'Neill:

The income streams that were discounted to present values using different discount rates ranging from 10.0% to 15.0% were dividend income streams.


The following is added to the discussion at the end of the second paragraph at page 59 of the Definitive Proxy concerning the Net Present Value Analysis performed by Sandler O'Neill:

The discount rate was determined by Sandler O'Neill based on the cost of equity calculation, which is the sum of the Risk Free Rate and the Equity Risk Premium and the Industry Premium. The discount rate calculation was performed by taking the sum of the 10-year Treasury yield (2.01%) and the Ibbotson 60-year equity risk premium (5.70%) plus the Ibbotson Size Premium for companies with market capitalization below $423 million (3.89%) and the Industry Premium for depository institutions of 2.20%, which equals an implied discount rate of 13.80%.

The following discussion follows the end of the first paragraph at page 59 of the Definitive Proxy concerning the Net Present Value Analysis performed by Sandler O'Neill:

The estimated long-term growth rate was not utilized.

The following discussion follows the second sentence of the second paragraph at page 59 of the Definitive Proxy concerning the Net Present Value Analysis performed by Sandler O'Neill:

Historically, SCBT's stock has traded at higher earnings per share multiples than First Financial's. Sandler O'Neill's knowledge of this trading multiple disparity, together with its experience and expectations for future banking sector trading multiples, resulted in Sandler O'Neill's determination to use lower earnings per share and tangible book value per share multiples for First Financial than it did for SCBT when it performed its net present value analysis for each company.

The following disclosure supplements and follows the discussion in the last sentence of the first paragraph at page 60 of the Definitive Proxy concerning the Net Present Value Analysis performed by Sandler O'Neill:

The income streams that were discounted to present values using different discount rates ranging from 10.0% to 15.0% were dividend income streams.

The following is added to the discussion at the end of the second paragraph at page 59 of the Definitive Proxy concerning the Net Present Value Analysis performed by Sandler O'Neill:

The discount rate was determined by Sandler O'Neill based on the cost of equity calculation, which is the sum of the Risk Free Rate and the Equity Risk Premium and the Industry Premium. The discount rate calculation was performed by taking the sum of the 10-year Treasury yield (2.01%) and the Ibbotson 60-year equity risk premium (5.70%) plus the Ibbotson Size Premium for companies with market capitalization below $423 million (3.89%) and the Industry Premium for depository institutions of 2.20%, which equals an implied discount rate of 13.80%.


The following discussion supplements and follows the second sentence of the first paragraph at page 60 of the Definitive Proxy concerning the Net Present Value Analysis performed by Sandler O'Neill:

The earnings per share growth rates used were 12% for each of the years 2015 through 2017.

The following discussion supplements and follows the second sentence of the second paragraph at page 59 of the Definitive Proxy concerning the Net Present Value Analysis performed by Sandler O'Neill:

Historically, SCBT's stock has traded at higher earnings per share multiples than First Financial's. Sandler O'Neill's knowledge of this trading multiple disparity, together with its experience and expectations for future banking sector trading multiples, resulted in Sandler O'Neill's determination to use lower earnings per share and tangible book value per share multiples for First Financial than it did for SCBT when it performed its net present value analysis for each company.

The following discussion supplements and replaces the Comparable Transaction Multiples Table at page 61 of the Definitive Proxy concerning the Analysis of Selected Merger Transactions to disclose the individually observed multiples for each of the selected transactions from both the Southeast and Nationwide data sets:


M&A Comp



Nationwide Bank and Thrift Transactions Since January 1, 2011; Target Assets of
$500mm-$10bn



                                                                                               Target Financial at Announcement               Purchase Price /
                                                                                    Deal      Total       LTM       TCE/     NPAs/                                LTM     Core
                                                                        Announce    Value    Assets|      ROAA       TA      Assets   Book Value   Tang. Book     EPS    Deposit   Market
Acquiror                St         Target        St     Consideration     Date      ($mm)     ($mm)       (%)        (%)      (%)        (%)        Value (%)     (X)    Premium   Premium
Renasant Corp.                 First M&F
                        MS     Corp.             MS      Cash/Stock     02/06/13      151       1,602      0.44       5.97     3.49          117           122    23.3       1.7      51.8
United Bankshares              Virginia
Inc.                           Commerce
                        WV     Bancorp Inc.      VA         Stock       01/29/13      495       2,824      1.01       8.69     3.32          183           183    21.0      10.7      17.6
Bank of the Ozarks             First National
Inc.                    AR     Bank of Shelby    NC      Cash/Stock     01/24/13       64         884      0.22      11.47     7.08           63            63    32.0      (7.4 )       -
. . .
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