BNK C1 Financial, Inc.

 

 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

 

FORM 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):  March 3, 2016
C1 Financial, Inc.
(Exact Name of Registrant as Specified in Charter)
Florida	001-36595	46-4241720
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	100 5th Street South St. Petersburg, Florida 33701
	(Address of Principal Executive Offices)
(877) 266-2265 (Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

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

 

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

 

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

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On March 3, 2016, C1 Financial, Inc. (“C1” or the “Company”) held a special meeting of shareholders (the “Special Meeting”). The Company’s shareholders approved the proposal detailed in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 1, 2016. Shareholders representing 13,483,649 shares, or 83.74% of the 16,100,966 shares of the Company’s common stock outstanding on the record date of January 29, 2016, were present in person or by proxy, representing a quorum for the purposes of the Special Meeting.

 

Following is a summary of the voting results for the proposal:

 

The Company’s shareholders adopted and approved the Agreement and Plan of Merger dated as of November 9, 2015, by and among Bank of the Ozarks, Inc. (“Ozarks”) and its wholly-owned bank subsidiary, Bank of the Ozarks, and C1 and C1’s wholly-owned bank subsidiary, C1 Bank, and the transactions contemplated by such agreement, including the merger of C1 with and into Ozarks, as set forth below:

 

	Shares Voted	Percent of Voted	Percent of Outstanding
For	13,446,796	99.73	83.51
Against	764	0.0057	0.0047
Abstain	36,089	0.27	0.22

 

Item 8.01. Other Events.

 

On March 3, 2016, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01. Exhibits and Financial Statements

 

(d)	Exhibits
99.1	Press Release, dated March 3, 2016, issued by C1 Financial, Inc.

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.

 

			C1 Financial, Inc.
Date:	March 3, 2016		By:	/s/ Trevor R. Burgess
				Name: Trevor R. Burgess
				Title: President and Chief Executive Officer

EXHIBIT INDEX

 

Exhibit Number	Description
99.1	Press Release, dated March 3, 2016, issued by C1 Financial, Inc.

 

 

Exhibit 99.1

 

 

 

C1 Financial, Inc. Announces Approval of Merger by Shareholders

 

ST. PETERSBURG, FL, March 3, 2016 – C1 Financial, Inc. (NYSE: BNK) (“C1”), announced today that, at its special meeting of shareholders held today, a majority of the outstanding shares of C1 common stock voted to approve the adoption of the merger agreement with Bank of the Ozarks, Inc. (“OZRK”). The transaction is expected to close late in the first quarter or in the second quarter of 2016.

 

More than 99.7 percent of the votes cast were in favor of approving the merger agreement, which represented approximately 83.51 percent of the outstanding shares of C1 common stock at January 29, 2016, the record date for the special meeting.

 

About C1 Financial, Inc.

 

Our name expresses our ideals to put our Clients 1^st and our Community 1^st. We are focused on serving the needs of entrepreneurs, tailoring a wide range of relationship banking services to entrepreneurs and their families, including commercial loans and a full line of depository products. We are based in St. Petersburg, Florida and operate from 32 banking centers and one loan production office on the West Coast of Florida and in Miami-Dade, Broward and Orange Counties. As of December 31, 2015, we were the 19^th largest bank headquartered in the state of Florida by assets and the 17^th largest by equity, having grown both organically and through acquisitions. Additional information is available at www.c1bank.com.

 

CAUTION ABOUT FORWARD-LOOKING STATEMENTS

 

This communication contains certain forward-looking information about C1 and OZRK that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by words such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “could,” “future” or the negative of those terms or other words of similar meaning. These forward-looking statements include, without limitation, statements relating to the terms and closing of the proposed transaction between C1 and OZRK, the proposed impact of the merger on OZRK’s financial results, including any expected increase in OZRK’s book value and tangible book value per common share and any expected increase in diluted earnings per common share, acceptance by C1’s customers of OZRK’s products and services, the opportunities to enhance market share in certain markets, market acceptance of OZRK generally in new markets, and the integration of C1’s operations. You should carefully read forward-looking statements, including statements that contain these words, because they discuss the future expectations or state other “forward-looking” information about C1 and OZRK. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, many of which are beyond the parties’ control, including the parties’ ability to consummate the transaction or satisfy the conditions to the completion of the transaction, including the receipt of regulatory approvals required for the transaction on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction; the possibility that any of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; the risk that integration of C1’s operations with those of OZRK will be materially delayed or will be more costly or difficult than expected; the failure of the proposed merger to close for any other reason; the effect of the announcement of the merger on customer relationships and operating results (including, without limitation, difficulties in maintaining relationships with employees or customers); dilution caused by OZRK’s issuance of additional shares of its common stock in connection with the merger; the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the diversion of management time on transaction related issues; general competitive, economic, political and market conditions and fluctuations; changes in the regulatory environment; changes in the economy affecting real estate values; C1’s ability to achieve loan and deposit growth; projected population and income growth in C1’s targeted market areas; volatility and direction of market interest rates and a weakening of the economy which could materially impact credit quality trends and the ability to generate loans; and the other factors described in C1’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the SEC or OZRK’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the SEC. C1 and OZRK assume no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements, all of which speak only as of the date hereof.