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First Guaranty Bancshares, Inc. – ‘8-K’ for 3/28/24

On: Wednesday, 4/3/24, at 4:37pm ET · For: 3/28/24 · Accession #: 1408534-24-25 · File #: 1-37621

  As Of               Filer                 Filing    For·On·As Docs:Size

 4/03/24  First Guaranty Bancshares, Inc.   8-K:1,2,9   3/28/24   13:12M

Current Report — Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     37K 
 2: EX-4.1      Subordinated Note                                   HTML     59K 
 3: EX-10.1     Subordinated Note Purchase Agreement                HTML     78K 
 8: R1          Cover                                               HTML     50K 
10: XML         IDEA XML File -- Filing Summary                      XML     12K 
13: XML         XBRL Instance -- fgbi-20240328_htm                   XML     18K 
 9: EXCEL       IDEA Workbook of Financial Report Info              XLSX      8K 
 5: EX-101.DEF  XBRL Definitions -- fgbi-20240328_def                XML     40K 
 6: EX-101.LAB  XBRL Labels -- fgbi-20240328_lab                     XML     76K 
 7: EX-101.PRE  XBRL Presentations -- fgbi-20240328_pre              XML     41K 
 4: EX-101.SCH  XBRL Schema -- fgbi-20240328                         XSD     11K 
11: JSON        XBRL Instance as JSON Data -- MetaLinks               14±    20K 
12: ZIP         XBRL Zipped Folder -- 0001408534-24-000025-xbrl      Zip     86K

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

iX: C: C:

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i 0001408534 i false00014085342024-03-282024-03-280001408534us-gaap:CommonStockMember2024-03-282024-03-280001408534us-gaap:NoncumulativePreferredStockMember2024-03-282024-03-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): i March 28, 2024

i FIRST GUARANTY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)




i Louisiana	i 001-37621	i 26-0513559
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

i 400 East Thomas Street
i Hammond, i Louisiana		i 70401
(Address of principal executive offices)		(Zip Code)


i (985) i 345-7685
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

i ☐ Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)

i ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company i ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

i Common Stock, $1 par value

i FGBI

i The Nasdaq Stock Market LLC

i Depositary Shares (each representing a 1/40th interest in a share of 6.75% Series A Fixed-Rate Non-Cumulative perpetual preferred stock)

i FGBIP

i The Nasdaq Stock Market LLC

Item 1.01 Entry into a Material Definitive Agreement

On March 28, 2024, First Guaranty Bancshares, Inc. (the “Company”) entered into a Subordinated Note Purchase Agreement (the “Agreement”) with Smith & Tate Investment, L.L.C. (the "Purchaser"), a company controlled by Edgar Ray Smith III, a director of the Company. The Company issued a $30.0 million subordinated note (the “Note”) to the Purchaser in a private placement. The Note was offered and sold in reliance on the exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D.

The Note is for a ten-year term and bears interest at a floating rate based on the Prime Rate as reported by the Wall Street Journal plus 75 basis points for the period of time until redemption or maturity. The Note is scheduled to mature on March 28, 2034. Subject to limited exceptions, the Company cannot repay the Note until after March 28, 2029. The Company will pay interest in arrears monthly during the term of the Note. The Note is an unsecured and subordinated obligation of the Company and ranks junior in right of payment to any senior indebtedness and obligations to general and secured creditors. The Note is expected to qualify for treatment as Tier 2 capital for regulatory capital purposes. The Agreement contains customary subordination provisions and events of default. The right of the Company to accelerate the payment of the Note is limited to bankruptcy or insolvency.

The foregoing descriptions of the Agreement and the Note do not purport to be complete and are qualified in their entirety by reference to the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and the Note, which is filed as Exhibit 4.1 to this Current Report on Form 8-K, both of which are incorporated into this report by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

The discussion under Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit 4.1 Subordinated Note, Dated as of March 28, 2024, by and between First Guaranty Bancshares, Inc. and Smith & Tate Investments, L.L.C.

Exhibit 10.1 Subordinated Note Purchase Agreement, dated as of March 28, 2024, by and between First Guaranty Bancshares, Inc. and Smith & Tate Investments, L.L.C.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




	FIRST GUARANTY BANCSHARES, INC.
	(Registrant)
Date: April 3, 2024
	By:	/s/*Eric J. Dosch*
		Eric J. Dosch
		Chief Financial Officer

INDEX TO EXHIBITS


Exhibit Number			Description
Exhibit 4.1			Subordinated Note, dated as of March 28, 2024, by and between First Guaranty Bancshares, Inc. and Smith & Tate Investment, L.L.C.
Exhibit 10.1			Subordinated Note Purchase Agreement, dated as of March 28, 2024, by and between First Guaranty Bancshares, Inc. and Smith & Tate Investments, L.L.C.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

	3/28/34	None on these Dates
	3/28/29
Filed on:	4/3/24
For Period end:	3/28/24
		List all Filings

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/10/24  First Guaranty Bancshares, Inc.   10-Q        3/31/24   64:13M

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Filing Submission 0001408534-24-000025 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)