Business Context and Reporting Period
This Form 8-K filing by Origin Bancorp, Inc. (OBNK) reports on events occurring on June 29 and June 30, 2022. The primary focus is the shareholder approval and regulatory clearance for the proposed merger with BT Holdings, Inc. (BTH).
Key Financial Metrics
This filing is a current report regarding corporate governance and M&A events; it does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics for the reporting period.
Material Changes and Voting Results
On June 29, 2022, Origin Bancorp held a special meeting of shareholders to approve the merger agreement with BT Holdings, Inc. The voting results were as follows:
- Shares Eligible to Vote: 23,768,748
- Shares Represented: 18,364,377 (approximately 77.26% of outstanding shares)
- Votes For: 18,332,328
- Votes Against: 2,478
- Abstentions: 29,571
- Broker Non-Votes: 0
On June 30, 2022, the Company announced that it received requisite regulatory approvals from the Federal Reserve Bank of Dallas, the Louisiana Office of Financial Institutions, and the Texas Department of Banking. Additionally, BTH formally designated Lori Sirman and Jay Dyer to serve on the boards of Origin Bancorp and Origin Bank.
Guidance, Outlook, and Risks
Outlook: The proposed merger is expected to close in the third quarter of 2022, subject to the satisfaction of customary closing conditions.
Risks and Contingencies: The filing includes standard forward-looking statement disclaimers. Key risks identified include:
- Failure to obtain necessary regulatory approvals or imposition of adverse conditions.
- Delays in completing the transaction or failure to satisfy closing conditions.
- Termination of the merger agreement due to specific events or changes in circumstances.
- Integration challenges and the possibility that anticipated benefits are not realized.
- Dilution caused by the issuance of additional Origin common stock.
- Diversion of management attention from ongoing operations.
Investor Verification Checklist
- Verify the final closing date of the merger, currently targeted for Q3 2022.
- Review the Form S-4 Registration Statement (File No. 333-264279) for detailed terms of the merger and the joint proxy statement/prospectus.
- Monitor for any conditions imposed by the Federal Reserve Bank of Dallas, Louisiana Office of Financial Institutions, or Texas Department of Banking that may affect the combined entity.
- Confirm the final composition of the board of directors following the appointment of Lori Sirman and Jay Dyer.