Business Context and Reporting Period
Company: Origin Bancorp, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 8, 2018
Reporting Period: Specific event date of June 8, 2018.
Key Financial Metrics and Capital Actions
This filing details specific capital restructuring events rather than periodic operating results. Key financial figures include:
- Preferred Stock Redemption: Origin redeemed 48,260 shares of Senior Non-Cumulative Perpetual Preferred Stock, Series SBLF.
- Redemption Cost: The aggregate redemption price was $49,068,355, inclusive of accrued but unpaid dividends.
- Funding Source: The redemption was funded from surplus capital, including proceeds from an initial public offering (IPO) that closed on May 10, 2018.
- Preferred Stock Conversion: 901,644 shares of Series D preferred stock were converted into common stock on a one-for-one basis.
Material Changes Versus Prior Period
The filing reports the following material changes to the company's capital structure and regulatory status:
- Termination of SBLF Program: The redemption of Series SBLF Preferred Stock terminated the Securities Purchase Agreement with the U.S. Department of the Treasury and ended Origin's participation in the Small Business Lending Fund program.
- Elimination of Series D Preferred Stock: Following the conversion, no shares of Series D preferred stock remain outstanding.
- Capital Structure Shift: The company transitioned from having outstanding preferred stock obligations to the Treasury and Series D holders to a structure with increased common equity.
Guidance, Outlook, and Management Commentary
Management Commentary: The redemption and conversion were approved by Origin's primary federal regulator. The issuance of common stock upon conversion relied on the exemption from federal securities registration under section 3(a)(9) of the Securities Act of 1933.
Outlook and Risks: The filing does not provide forward-looking financial guidance, revenue projections, or specific risk factors beyond the completion of these capital events. The filing notes the issuance of a press release (Exhibit 99.1) regarding these transactions.
Important Facts for Investor Verification
- Verify the exact amount of cash outflow ($49,068,355) and its impact on the company's current liquidity position post-IPO.
- Confirm the total number of common shares outstanding following the conversion of 901,644 Series D shares.
- Review the attached press release (Exhibit 99.1) for additional context on the strategic rationale for exiting the Small Business Lending Fund program.
- Check subsequent filings to ensure the regulatory approval for these transactions remains in good standing.