Bar Harbor Bankshares Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.01Entry into a Material Definitive Agreement.
On March 11, 2025, Bar Harbor Bankshares, a Maine corporation (“Bar Harbor”), and Guaranty Bancorp, Inc., a New Hampshire corporation (“Guaranty”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Bar Harbor and Guaranty will merge (the “Merger”), with Bar Harbor as the surviving corporation in the Merger. Immediately following the Merger, Bar Harbor Bank & Trust, a Maine chartered bank and a wholly-owned subsidiary of Bar Harbor (“Bar Harbor Bank”), and Woodsville Guaranty Savings Bank, a New Hampshire chartered bank and a wholly-owned subsidiary of Guaranty, will merge (the “Bank Merger”), with Bar Harbor Bank as the surviving bank in the Bank Merger. The Merger Agreement and the transactions contemplated thereby were unanimously approved and adopted by the board of directors of each of Bar Harbor and Guaranty.
Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.20 per share, of Guaranty (the “Guaranty Common Stock”) outstanding immediately prior to the Effective Time shall be converted into the right to receive 1.85 shares (the “Exchange Ratio”) of common stock, par value $2.00 per share, of Bar Harbor (the “Bar Harbor Common Stock”). Holders of Guaranty Common Stock will receive cash in lieu of fractional shares of Bar Harbor Common Stock.
At the Effective Time, it is expected that James E. Graham, the current President and Chief Executive Officer of Guaranty, will be appointed to the respective Boards of Directors of Bar Harbor and Bar Harbor Bank.
The Merger Agreement contains customary representations and warranties from both Bar Harbor and Guaranty, and each party has agreed to customary covenants, including, among others, covenants relating to (i) in the case of Guaranty, the conduct of its business during the interim period between the execution of the Merger Agreement and the Effective Time, (ii) Guaranty’s obligations to call a meeting of its shareholders to adopt the Merger Agreement and, subject to certain exceptions, to recommend that its shareholders adopt the Merger Agreement, and (iii) Guaranty’s non-solicitation obligations relating to alternative acquisition proposals. Bar Harbor and Guaranty have also agreed to use their reasonable best efforts to prepare and file all applications, notices and other documents to obtain all necessary consents and approvals for consummation of the transactions contemplated by the Merger Agreement.
The completion of the Merger is subject to customary conditions, including (i) approval of the Merger Agreement by Guaranty shareholders, (ii) receipt of required regulatory approvals, including the approval or waiver of the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Maine Bureau of Financial Institutions and the New Hampshire Department of Banking, without the imposition of any condition or restriction that would reasonably be expected to have a material adverse effect on the future operation by Bar Harbor and its subsidiaries of their business, taken as a whole, after giving effect to the Merger and the Bank Merger, (iii) the absence of any order, decree, injunction or other legal restraint enjoining, prohibiting or materially restricting the completion of the Merger, the Bank Merger or any of the other transactions contemplated by the Merger Agreement or making the completion of the Merger, the Bank Merger or any of the other transactions contemplated by the Merger Agreement illegal, (iv) effectiveness of the registration statement on Form S-4 for the Bar Harbor Common Stock, no stop order suspending the effectiveness of the registration statement, and no proceedings for that purpose initiated or threatened by the Securities and Exchange Commission (“SEC”) or any other governmental authority, and (v) authorization for listing on the NYSE American of the shares of Bar Harbor Common Stock to be issued in the Merger. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (a) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (b) performance in all material respects by the other party of its obligations under the Merger Agreement, and (c) receipt by such party of an opinion from its counsel to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
The Merger Agreement provides certain termination rights for both Bar Harbor and Guaranty and further provides that a termination fee will be payable by Guaranty to Bar Harbor upon termination of the Merger Agreement under certain circumstances.
The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (i) will not survive consummation of the Merger and (ii) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding Bar Harbor or Guaranty, their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding Bar Harbor, Guaranty, their respective affiliates or their respective businesses, the Merger Agreement and the Merger that will be contained in, or incorporated by reference
into, the Registration Statement on Form S-4 that will include a proxy statement of Guaranty and a prospectus of Bar Harbor, as well as in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings that Bar Harbor makes with the SEC.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
Voting Agreement
Concurrently with the execution and delivery of the Merger Agreement, each of the directors and executive officers of Guaranty (the “Voting Agreement Holders”) has entered into a voting agreement (the “Guaranty Voting Agreement”) pursuant to which, among other things, each Voting Agreement Holder has agreed, subject to the terms of the Guaranty Voting Agreement, to (i) vote the shares of Guaranty Common Stock over which he or she has sole or shared voting or investment power with respect thereto, which represents approximately 33.2% of the outstanding shares of Guaranty Common Stock in the aggregate (collectively, the “Subject Guaranty Shares”), in favor of the approval and adoption of the Merger Agreement and (ii) not transfer the Subject Guaranty Shares, with certain limited exceptions. The Guaranty Voting Agreement will terminate upon the earlier of the termination of the Merger Agreement or the Effective Time.
The foregoing description of the Guaranty Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Guaranty Voting Agreement, a form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 7.01Regulation FD Disclosure.
On March 11, 2025, Bar Harbor and Guaranty issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1 and is furnished herewith.
In connection with the announcement of the Merger Agreement, Bar Harbor intends to provide supplemental information regarding the proposed transaction in presentations to analysts and investors. The slides that will be available in connection with the presentations are attached hereto as Exhibit 99.2 and are furnished herewith.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
Exhibit |
| Description of Exhibit |
2.1 | ||
10.1 | ||
99.1 | Joint press release announcing the execution of the Merger Agreement, dated March 11, 2025 | |
99.2 | ||
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
* | Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request. |
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K and the exhibits filed herewith may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements about Bar Harbor’s beliefs, plans, strategies, predictions, forecasts, objectives, intentions, assumptions or expectations are not historical facts and may be forward-looking. These include, but are not limited to, statements regarding the proposed transaction, revenues, earnings, loan production, asset quality, and capital levels, among other matters; Bar Harbor’s estimates of future costs and benefits of the actions it may take; Bar Harbor’s assessments of probable losses on loans; Bar Harbor’s assessments of interest rate and other market risks; Bar Harbor’s ability to achieve its financial and other strategic goals; the expected timing of completion of the proposed transaction; the expected cost savings, synergies and other anticipated benefits from the proposed transaction; and other statements that are not historical facts.
Forward-looking statements are often, but not always, identified by such words as “believe,” “expect,” “anticipate,” “can,” “could,” “may,” “predict,” “potential,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “should,” “will,” and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which may change over time.
Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond the control of Bar Harbor and Guaranty. Such statements are based upon the current beliefs and expectations of the management of Bar Harbor and Guaranty and are subject to significant risks and uncertainties outside of the control of the parties. Caution should be exercised against placing undue reliance on forward-looking statements. The factors that could cause actual results to differ materially include the following: the reaction to the transaction of the companies’ customers, employees and counterparties; customer disintermediation; inflation; expected synergies, cost savings and other financial benefits of the proposed transaction might not be realized within the expected timeframes or might be less than projected; the requisite shareholder and regulatory approvals for the proposed transaction might not be obtained; credit and interest rate risks associated with Bar Harbor’s and Guaranty’s respective businesses, customers, borrowings, repayment, investment, and deposit practices; general economic conditions, either nationally or in the market areas in which Bar Harbor and Guaranty operate or anticipate doing business, are less favorable than expected; new regulatory or legal requirements or obligations; and other risks. Certain risks and important factors that could affect Bar Harbor’s future results are identified in its Annual Report on Form 10-K for the year ended December 31, 2024 and other reports filed with the Securities and Exchange Commission, including among other things under the heading “Risk Factors” in such Annual Report on Form 10-K. These risks and uncertainties are not exhaustive. Other sections of such reports describe additional factors that could affect Bar Harbor’s business and financial performance. Any forward-looking statement speaks only as of the date on which it is made, and Bar Harbor undertakes no obligation to update any forward-looking statement, whether to reflect events or circumstances after the date on which the statement is made, to reflect new information or the occurrence of unanticipated events, or otherwise.
Additional Information and Where to Find It
This communication is being made in respect of the proposed merger transaction involving Bar Harbor and Guaranty. Bar Harbor intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement of Guaranty and a prospectus of Bar Harbor, and Bar Harbor will file other documents regarding the proposed transaction with the SEC. A definitive proxy statement/prospectus will also be sent to Guaranty shareholders seeking the required shareholder approval of the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF GUARANTY ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS, WHEN THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The documents filed by Bar Harbor with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by Bar Harbor may be obtained free of charge under the “Investor Relations” section of Bar Harbor’s website at https://www.barharbor.bank/about-us/shareholder-relations/shareholder-relations. Alternatively, these documents, when available, can be obtained free of charge from Bar Harbor upon written request to Investor Relations, Bar Harbor Bankshares, P.O. Box 400, 82 Main Street, Bar Harbor, Maine 04609.
Participants in Solicitation
Bar Harbor, Guaranty, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction under the rules of the SEC. Information regarding Bar Harbor’s directors and executive officers is available in its most recent definitive proxy statement, which was filed with the SEC on April 1, 2024, and certain other documents filed by Bar Harbor with the SEC. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.
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.
BAR HARBOR BANKSHARES | ||
Date: March 11, 2025 | By: | /s/ Curtis C. Simard |
Curtis C. Simard | ||
President and Chief Executive Officer | ||