Southern Community Financial DEFA14A 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: June 25, 2012
Southern Community Financial Corporation
4605 Country Club Road, Winston-Salem, North Carolina 27104
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (336) 768-8500
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:
Item 1.01 Entry into a Material Definitive Agreement.
On June 25, 2012, Southern Community Financial Corporation, Winston-Salem, N.C. (“Southern Community”) and Capital Bank Financial Corp.(“CBF”) formerly known as North American Financial Holdings, Inc., a North Carolina-based national bank holding company, agreed to amend (the “Amendment”) their previously announced Agreement and Plan of Merger (the “Agreement”).
The Amendment provides that the consideration to be paid by CBF will consist entirely of cash, in an amount equal to $3.11 per share of Southern Community common stock. Each outstanding option to purchase shares of Southern Community common stock will be vested prior to the Merger and be paid in cash equal to the difference between the exercise price of the option and $3.11.
In addition, and upon consummation of the transaction, Southern Community’s shareholders will continue to receive a Contingent Value Right, entitling them to cash proceeds of up to $1.30 per share, based on the credit performance of Southern Community’s legacy loan portfolio over the five years following closing.
The obligations of Southern Community and CBF to consummate the merger have been modified to remove certain conditions, including the effectiveness of certain registration statements of CBF.
The transaction continues to be subject to the approval of Southern Community’s shareholders, receipt of any required regulatory approvals and other customary closing conditions. It is expected to be consummated in the third quarter of 2012.
For additional information regarding the Amendment, reference is made to the copy of that document which is incorporated herein by reference and included as Exhibit 2.1 to this Current Report on Form 8-K. The foregoing discussion is qualified in its entirety by reference to the Agreement.
Additional Information About this Transaction
In connection with the proposed transaction, Southern Community Financial Corporation (“SCMF”) intends to file with the SEC a proxy statement. SCMF also plans to file other relevant documents with the SEC regarding the proposed transaction. THE SHAREHOLDERS OF SCMF ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders of SCMF will be able to obtain a free copy of the proxy statement (when available) and the other documents filed by SCMF with the SEC at the SEC’s website at sec.gov. or by accessing SCMF’s website at http://www.smallenoughto care.com under the heading "Investor Relations" or by directing a request by telephone or mail to Southern Community Financial Corporation, 4605 Country Club Road, Winston-Salem, North Carolina 27104-3521, Attention: Corporate Secretary, (336) 768-8500.
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY STATE OR JURISDICTION IN WHICH SUCH AN OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE OR JURISDICTION.
Participants in the Solicitation
SCMF and its directors, executive officers, certain members of management, and employees may have interests in the proposed transaction or be deemed to be participants in the solicitation of proxies of SCMF’s shareholders to approve the matters necessary to be approved to facilitate the proposed transaction. Certain information regarding the participants and their interest in the solicitation is set forth in the proxy statement for SCMF’s Annual Meeting of Shareholders filed with the SEC on April 13, 2011. Shareholders may obtain additional information regarding the interests of such participants by reading the proxy statement relating to the proposed transaction when it becomes available.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, Southern Community Financial Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.