Attached files
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| EX-10 - EXHIBIT 10.1 - CommunityOne Bancorp | exh_101.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) December 30, 2010
FNB UNITED CORP.
(Exact Name of Registrant as Specified in its Charter)
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North Carolina
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0-13823
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56-1456589
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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150 South Fayetteville Street, Asheboro, North Carolina
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27203
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's Telephone Number, Including Area Code (336) 626-8300
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 (see General Instructions A.2. below):
[ ] 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))
Item 1.01 Entry into a Material Definitive Agreement.
(a) On December 30, 2010, CommunityONE Bank, National Association, the bank subsidiary of FNB United Corp., entered into and consummated a conversion agreement with SunTrust Bank, pursuant to which $7,500,000 of the outstanding principal amount of the $15 million subordinated term loan from SunTrust to CommunityONE Bank issued on June 30, 2008 was converted into 7,500,000 shares of nonvoting, nonconvertible, nonredeemable cumulative preferred stock, par value $1.00 per share, of CommunityONE Bank. CommunityONE Bank amended its articles of association to authorize the preferred stock issued to SunTrust in the conversion. The preferred stock carries an 8% dividend rate and is includable in the bank’s tangible equity for regulatory capital purposes.
The remaining $7.5 million of subordinated debt owed by CommunityONE Bank to SunTrust was ratified and confirmed but the interest rate was changed from LIBOR plus 3.5% to a fixed rate of 8% per annum, commencing January 1, 2011. Immediately prior to the conversion, CommunityONE Bank paid the interest accrued and unpaid to December 30, 2010 on the subordinated debt. It will be an event of default under the SunTrust subordinated note if FNB United does not raise at least $300 million through the issuance of equity securities by June 30, 2011.
The foregoing description of the conversion agreement is qualified in its entirety by reference to the agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1, which exhibit is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) J. M. Ramsay III, a director of FNB United Corp. and its bank subsidiary, CommunityONE Bank, N.A., resigned from the boards of directors of FNB United and CommunityONE Bank effective December 31, 2010.
Mr. Ramsay’s resignation was for personal and business reasons, and not because of a disagreement with FNB United or CommunityONE Bank or their respective boards of directors.
Item 9.01. Financial Statements and Exhibits.
Exhibits:
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10.1
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Conversion Agreement, dated as of December 30, 2010, by and among SunTrust Bank, CommunityONE Bank, National Association, and, for purposes of Sections 9 and 10 only, FNB United Corp.
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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.
FNB UNITED CORP.
Date: January 4, 2011 By /s/ Mark A. Severson
Mark A. Severson
Executive Vice President