8-K
filed July 3, 2023, 7:59 PM ET
ticker SHBI
CIK 0001035092
M&A
confidence high
sentiment neutral
materiality 0.85
SHORE BANCSHARES INC (SHBI): M&A transaction — Shore Bancshares completes merger of equals with TCFC; combined assets ~$6B
SHORE BANCSHARES INC
- Each TCFC share converted into 2.3287 SHBI shares; total ~13.3M SHBI shares issued.
- Combined company has ~$6.0B assets, ~$4.5B loans, ~$5.1B deposits; operates as Shore United.
- James M. Burke named President & CEO; Lloyd Beatty resigned and will consult for 6 months.
- SHBI assumed ~$32.4M of TCFC debt: $20M sub notes due 2030, $7.2M and $5.2M trust preferred.
- Board expanded to 20 directors (12 from SHBI, 8 from TCFC); Austin Slater appointed Vice Chair.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
James M. Burke was appointed as Director at SHORE BANCSHARES INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
As previously disclosed, the eight directors designated by TCFC pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of TCFC and CBC, and were appointed by the SHBI Board and the Shore United Board, in each case effective as of the Effective Time, are as follows: Mary Todd Peterson, Rebecca M. McDonald to Class I, Michael B. Adams, James M. Burke, Austin J. Slater, Jr., Louis P. Jenkins, Jr. to Class II and Joseph V. Stone, Jr. and E. Lawrence Sanders, III to Class III
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Louis P. Jenkins, Jr. was appointed as Director at SHORE BANCSHARES INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
As previously disclosed, the eight directors designated by TCFC pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of TCFC and CBC, and were appointed by the SHBI Board and the Shore United Board, in each case effective as of the Effective Time, are as follows: Mary Todd Peterson, Rebecca M. McDonald to Class I, Michael B. Adams, James M. Burke, Austin J. Slater, Jr., Louis P. Jenkins, Jr. to Class II and Joseph V. Stone, Jr. and E. Lawrence Sanders, III to Class III
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Austin J. Slater, Jr. was appointed as Vice Chairman at SHORE BANCSHARES INC.
- Action
- appointed
- Role
- Vice Chairman
Exact text from the filing
Austin J. Slater, Jr., the former chairman of the TCFC board of directors, was appointed as the Vice Chairman of the SHBI Board and the Shore United Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
E. Lawrence Sanders, III was appointed as Director at SHORE BANCSHARES INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
As previously disclosed, the eight directors designated by TCFC pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of TCFC and CBC, and were appointed by the SHBI Board and the Shore United Board, in each case effective as of the Effective Time, are as follows: Mary Todd Peterson, Rebecca M. McDonald to Class I, Michael B. Adams, James M. Burke, Austin J. Slater, Jr., Louis P. Jenkins, Jr. to Class II and Joseph V. Stone, Jr. and E. Lawrence Sanders, III to Class III
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey E. Thompson resigned as Director at SHORE BANCSHARES INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Lloyd L. Beatty, Jr. and Jeffrey E. Thompson tendered their resignations as a member of the SHBI Board and Shore United Board and from all committees of the SHBI Board and Shore United Board, in each case effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael B. Adams was appointed as Director at SHORE BANCSHARES INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
As previously disclosed, the eight directors designated by TCFC pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of TCFC and CBC, and were appointed by the SHBI Board and the Shore United Board, in each case effective as of the Effective Time, are as follows: Mary Todd Peterson, Rebecca M. McDonald to Class I, Michael B. Adams, James M. Burke, Austin J. Slater, Jr., Louis P. Jenkins, Jr. to Class II and Joseph V. Stone, Jr. and E. Lawrence Sanders, III to Class III
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph V. Stone, Jr. was appointed as Director at SHORE BANCSHARES INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
As previously disclosed, the eight directors designated by TCFC pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of TCFC and CBC, and were appointed by the SHBI Board and the Shore United Board, in each case effective as of the Effective Time, are as follows: Mary Todd Peterson, Rebecca M. McDonald to Class I, Michael B. Adams, James M. Burke, Austin J. Slater, Jr., Louis P. Jenkins, Jr. to Class II and Joseph V. Stone, Jr. and E. Lawrence Sanders, III to Class III
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rebecca M. McDonald was appointed as Director at SHORE BANCSHARES INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
As previously disclosed, the eight directors designated by TCFC pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of TCFC and CBC, and were appointed by the SHBI Board and the Shore United Board, in each case effective as of the Effective Time, are as follows: Mary Todd Peterson, Rebecca M. McDonald to Class I, Michael B. Adams, James M. Burke, Austin J. Slater, Jr., Louis P. Jenkins, Jr. to Class II and Joseph V. Stone, Jr. and E. Lawrence Sanders, III to Class III
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mary Todd Peterson was appointed as Director at SHORE BANCSHARES INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
As previously disclosed, the eight directors designated by TCFC pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of TCFC and CBC, and were appointed by the SHBI Board and the Shore United Board, in each case effective as of the Effective Time, are as follows: Mary Todd Peterson, Rebecca M. McDonald to Class I, Michael B. Adams, James M. Burke, Austin J. Slater, Jr., Louis P. Jenkins, Jr. to Class II and Joseph V. Stone, Jr. and E. Lawrence Sanders, III to Class III
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Austin J. Slater, Jr. was appointed as Director at SHORE BANCSHARES INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
As previously disclosed, the eight directors designated by TCFC pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of TCFC and CBC, and were appointed by the SHBI Board and the Shore United Board, in each case effective as of the Effective Time, are as follows: Mary Todd Peterson, Rebecca M. McDonald to Class I, Michael B. Adams, James M. Burke, Austin J. Slater, Jr., Louis P. Jenkins, Jr. to Class II and Joseph V. Stone, Jr. and E. Lawrence Sanders, III to Class III
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lloyd L. Beatty, Jr. resigned as Director at SHORE BANCSHARES INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Lloyd L. Beatty, Jr. and Jeffrey E. Thompson tendered their resignations as a member of the SHBI Board and Shore United Board and from all committees of the SHBI Board and Shore United Board, in each case effective as of the Effective Time.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SHORE BANCSHARES INC: Increased authorized shares of common stock from 35 million to 50 million (effective 2023-07-01).
- Change
- charter amendment
- Effective
- 2023-07-01
Exact text from the filing
SHBI filed Articles of Amendment with the Maryland State Department of Assessments and Taxation for the purposes of amending its Amended and Restated Articles of Incorporation to increase the number of authorized shares of SHBI Common Stock from 35,000,000 to 50,000,000
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SHORE BANCSHARES INC: Amended bylaws to add position and duties of Vice Chairman of the Board.
- Change
- bylaw amendment
Exact text from the filing
SHBI’s Amended and Restated By-Laws were amended to provide for the position of Vice Chairman of the SHBI Board and set forth the duties and responsibilities of the Vice Chairman of the SHBI Board.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
SHORE BANCSHARES INC completed an acquisition involving The Community Financial Corporation for 2.3287 shares of SHBI Common Stock per share of TCFC Common Stock, plus cash in lieu of fractional shares (closed 2023-07-01).
- Action
- acquisition
- Counterparty
- The Community Financial Corporation
- Consideration
- 2.3287 shares of SHBI Common Stock per share of TCFC Common Stock, plus cash in lieu of fractional shares
- Closing
- 2023-07-01
Exact text from the filing
the Merger Agreement, each share of TCFC common stock, par value $0.01 per share (“ TCFC Common Stock ”), outstanding immediately prior to the Effective Time was converted into 2.3287 shares (the “ Exchange Ratio ”) of SHBI common stock, par value $0.01 per share (“ SHBI Common Stock ”), with an amount in cash, without interest, to be paid in lieu of fractional
View on SEC.gov
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