Capital City Bank Group filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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CAPITAL CITY BANK GROUP, INC.
FORM 8-K
CURRENT REPORT
| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 15, 2024, Capital City Bank (the “Bank”), a wholly owned subsidiary of Capital City Bank Group, Inc. (the “Company”), entered into that certain Assignment of Membership Interests (the “Assignment”) with BMGBMG, LLC (“BMG”). Pursuant to the Assignment, on January 1, 2025, BMG will transfer 49% of the issued and outstanding membership interests in Capital City Home Loans, LLC (“CCHL”) to the Bank (the “Transfer”). The Bank currently owns 51% of the issued and outstanding membership interests in CCHL, and the Company has treated CCHL as a consolidated subsidiary since the Bank acquired those interests in 2020. BMG initiated the Transfer by exercising a put option in CCHL’s operating agreement. The Bank will pay a purchase price in connection with the Transfer determined in accordance with the terms of CCHL’s operating agreement, but the amount of the purchase price has not yet been determined because it is based, in part, on the capital account balances of CCHL’s members as of December 31, 2024.
CCHL is a mortgage banking business with 27 offices in the Southeast. The Bank provides residential real estate lending products through CCHL to help meet the home financing needs of consumers, including conventional permanent and construction/permanent (fixed, adjustable, or variable rate) financing arrangements and loans under programs offered by the Federal Housing Authority, the U.S. Department of Veterans Affairs and the Government National Mortgage Association. Additional information on CCHL’s operations is provided in the Company’s SEC filings.
The foregoing description of the Assignment does not purport to be complete and is qualified in its entirety by reference to the full text of the Assignment, a copy of which is attached as Exhibit 10.1 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. | ||
| Item No. | Description of Exhibit | ||
| 10.1 | Assignment of Membership Interests, dated as of November 15, 2024, by and between Capital City Bank and BMGBMG, LLC. | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CAPITAL CITY BANK GROUP, INC. | ||||
| Date: | November 19, 2024 | By: | /s/ Jeptha E. Larkin | |
| Jeptha E. Larkin, | ||||
| Executive Vice President | ||||
| and Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 10.1 | Assignment of Membership Interests, dated as of November 15, 2024, by and between Capital City Bank and BMGBMG, LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |