Primis Financial Corp. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On October 24, 2024, Primis Bank (the wholly owned subsidiary of Primis Financial Corp.) and EverBank, N.A. (“EverBank”) entered into a Purchase and Assumption Agreement (the “Purchase Agreement”) whereby EverBank will acquire the Life Premium Finance Division from Primis Bank including all the associated loans, except for a subset of mostly fixed rate and rate-capped loans retained by Primis Bank, and the operations of the division, including its employees, for a premium of $6.0 million (the “Transaction”).
On October 31, 2024, Primis Bank completed the sale to EverBank of approximately $354 million of loans from the division with Primis Bank providing interim servicing until the transition of the business at the final closing which is expected on January 31, 2025. Between the first and second closings, EverBank will purchase an additional $19 million of loans and loans generated by the division in ordinary course at par. After the second closing, EverBank will service the Bank’s retained portfolio for the duration of the portfolio.
The foregoing description of the Transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The Transaction constituted a significant disposition for purposes of Item 2.01 of Form 8-K. Accordingly, the pro forma financial information required by Item 9.01 is included as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information
The following financial information is included as Exhibit 99.1 to this Current Report on Form 8-K and is filed herewith and incorporated herein by reference:
| · | Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2024 |
| · | Unaudited Pro Forma Condensed Consolidated Statement of Income for the year ended December 31, 2023 and the nine months ended September 30, 2024 |
(d) Exhibits
| 2.1 | Purchase and Assumption Agreement, dated October 24, 2024 by and between Primis Bank and EverBank, National Association. | |
| 99.1 | Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2024 and Unaudited Pro Forma Condensed Consolidated Statement of Income for the year ended December 31, 2023 and the nine months ended September 30, 2024. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Primis Financial Corp. | ||
| November 6, 2024 | By: | /s/ Matthew A. Switzer |
| Matthew Switzer | ||
| Chief Financial Officer | ||