8-K
COLONY BANKCORP INC (CBAN)
UNITED STATES
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): September 11, 2020
COLONY BANKCORP, INC.
(Exact Name of Registrant as Specified in Charter)
| Georgia | 000-12436 | 58-1492391 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
115 South Grant Street, Fitzgerald, Georgia 31750
(Address of Principal Executive Offices) (Zip Code)
(229) 426-6000
(Registrant's telephone number, including area code)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $1.00 per share | CBAN | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure
On September 11, 2020, Colony Bankcorp, Inc. (Nasdaq: CBAN) announced that its bank subsidiary, Colony Bank, has signed an agreement to sell its Thomaston, Georgia, branch to SouthCrest Bank, N.A., the bank subsidiary of SouthCrest Financial Group, Inc. The branch is located at 206 North Church Street.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
As provided in General Instruction B.2 to Form 8-K, the information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit number | Description |
|---|---|
| 99.1 | Press Release of Colony Bankcorp, Inc. dated September 11, 2020 |
SIGNATURE
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.
| COLONY BANKCORP, INC. | ||
|---|---|---|
| Date: September 11, 2020 | By: | /s/ Tracie Youngblood |
| Tracie Youngblood | ||
| Executive Vice President and Chief Financial Officer |
Document
For additional information, contact:
T. Heath Fountain
President & CEO
(229) 426-6000 (Ext 6012)
COLONY BANKCORP ANNOUNCES SALE OF THOMASTON, GEORGIA BRANCH
TO SOUTHCREST FINANCIAL GROUP
FITZGERALD, GA. (September 11, 2020) – Colony Bankcorp, Inc. (Nasdaq: CBAN) (“Colony” or the “Company”) today announced that it had signed an agreement to sell its Thomaston, Georgia, branch to SouthCrest Financial Group, Inc., the bank holding company for SouthCrest Bank, N.A. The branch is located at 206 North Church Street.
The transaction, which is expected to close in the fourth quarter of 2020, subject to regulatory approval and other customary conditions, is expected to result in the transfer of approximately $3 million in fully performing loans, and approximately $40 million in deposits, with a deposit premium of 3%. The transaction also includes an option for SouthCrest to purchase the branch building. Colony expects the transaction to reduce operating expenses while having little effect on its balance sheet.
Commenting on the announcement, Heath Fountain, President and Chief Executive Officer, said, “Decisions like these are never easy or taken lightly. We have enjoyed serving customers in the Thomaston area for over 16 years, and we are very grateful to have had the opportunity to do so. However, we are continuously reviewing our branch network to ensure that all branches operate in the most efficient and cost-effective manner possible. Thomaston is a great market, but it does not fit our current strategy of operating in markets where we can compete against larger regional and national banks. SouthCrest Bank is a full‑service, locally-based community bank, and we are confident that our Thomaston customers will be well-served.”
The Thomaston location will close operations as a Colony Bank branch upon completion of the transaction. Customers affected by the closing will receive additional information. For questions, please call 706-647-6601.
Janney Montgomery Scott LLC served as financial advisor and Alston & Bird LLP served as legal counsel to SouthCrest in connection with the transaction. Hovde Group LLC served as financial advisor and Fenimore, Kay, Harrison & Ford, LLP served as legal counsel to Colony.
About Colony Bankcorp
Colony Bankcorp, Inc. is the bank holding company for Colony Bank. Founded in 1975 and headquartered in Fitzgerald, Georgia, Colony operates 33 locations throughout Georgia. The Homebuilder Finance Division helps the local construction industry with building and construction loans, and the Small Business Specialty Lending Division assists small businesses with government guaranteed loans. The Bank also helps its customers achieve their goal of
home ownership through Colony Bank Mortgage. Colony’s common stock is traded on the NASDAQ Global Market under the symbol “CBAN.” For more information, please visit www.colony.bank. You can also follow the Company on Facebook or on Twitter @colony_bank.
Forward-Looking Statements
This news release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, including statements related to the leadership of the Company or the future performance of the Company. Forward-looking statements represent management's beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are no guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements. You should not place undue reliance on such forward-looking statements. The Company undertakes no obligation to update such forward-looking statements to reflect events or circumstances occurring after the issuance of this press release.
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