Attached files
| file | filename |
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| EX-99.1 - EXHIBIT 99.1 - YADKIN FINANCIAL Corp | gulfsouthpresentationv10.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 12, 2014
Yadkin Financial Corporation
(Exact Name of Registrant As Specified in Its Charter)
North Carolina
(State or Other Jurisdiction of Incorporation)
000-52099 | 20-4495993 | |
(Commission File Number) | (I.R.S. Employer Identification No.) | |
209 North Bridge Street, Elkin, NC | 28621 | |
(Address of Principal Executive Offices) | (Zip Code) | |
(704) 768-1161
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(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 Instruction A.2. below):
x | 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 (17CFR 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 7.01 Regulation FD Disclosure
On May 12, 2014, the senior management of Yadkin Financial Corporation ("YDKN") and VantageSouth Bancshares, Inc. ("VSB") will meet with analysts and institutional investors and will provide the attached presentation. A copy of the presentation will be made available at YDKN's website (http://yadkinbank.com) and is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
Cautionary Statement Regarding Forward Looking Statements
Statements included in this report which are not historical in nature are intended to be, and are hereby identified as, forward looking statements for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934. Forward looking statements generally include words such as “expects,” “projects,” “anticipates,” “believes,” “intends,” “estimates,” “strategy,” “plan,” “potential,” “possible” and other similar expressions. YDKN cautions readers that forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from forecasted results. Such risks and uncertainties, include, among others, the following possibilities: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive merger agreement among YDKN, VSB and Piedmont Community Bank Holdings, Inc. (“Piedmont”);(2) the outcome of any legal proceedings that may be instituted against the Company, VantageSouth, or Piedmont; (3) the inability to complete the transactions contemplated by the Merger Agreement due to the failure to satisfy each transaction’s respective conditions to completion, including the receipt of regulatory approval; (4) credit risk associated with an obligor’s failure to meet the terms of any contract with the bank or otherwise fail to perform as agreed; (5) interest risk involving the effect of a change in interest rates on both the bank’s earnings and the market value of the portfolio equity; (6) liquidity risk affecting the bank’s ability to meet its obligations when they come due; (7) price risk focusing on changes in market factors that may affect the value of traded instruments in “mark-to-market” portfolios; (8) transaction risk arising from problems with service or product delivery; (9) compliance risk involving risk to earnings or capital resulting from violations of or nonconformance with laws, rules, regulations, prescribed practices, or ethical standards; (10) strategic risk resulting from adverse business decisions or improper implementation of business decisions; (11) reputation risk that adversely affects earnings or capital arising from negative public opinion; (12) terrorist activities risk that results in loss of consumer confidence and economic disruptions; (13) cybersecurity risk related to our dependence on internal computer systems and the technology of outside service providers, as well as the potential impacts of third-party security breaches, subjects the company to potential business disruptions or financial losses resulting from deliberate attacks or unintentional events; (14) economic downturn risk resulting in deterioration in the credit markets; (15) greater than expected noninterest expenses; (16) excessive loan losses; (17) failure to realize synergies and other financial benefits from, and to limit liabilities associated with, mergers and acquisitions, within the expected time frame; (18) potential deposit attrition, higher than expected costs, customer loss and business disruption associated with the integration of VSB, including, without limitation, potential difficulties in maintaining relationships with key personnel and other integration related-matters; (19) the risks of fluctuations in market prices for YDKN Common Stock that may or may not reflect economic condition or performance of YDKN; (20) the inability to pay dividends on YDKN Common Stock due to regulatory supervision and the discretion of the board of directors of YDKN; and (21) other factors, which could cause actual results to differ materially from future results expressed or implied by such forward looking statements.
ADDITIONAL INFORMATION ABOUT THE PROPOSED MERGER AND WHERE TO FIND IT
YDKN has filed relevant documents concerning the proposed merger with the Securities and Exchange Commission (the “SEC”), including a registration statement on Form S-4 that includes a joint proxy statement/prospectus, and may file additional documents with the SEC. Shareholders will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings by YDKN, at the SEC’s internet site (http://www.sec.gov). The documents can also be obtained, without charge, by directing a written request to either Yadkin Financial Corporation, 209 North Bridge St, PO Box 888, Elkin, NC 28621, Attention: Jan H. Hollar, Chief Financial Officer, or VantageSouth Bancshares, Inc., 3600 Glenwood Ave, Suite 300, Raleigh, NC 27612-4955 Attention: Terry S. Earley, Chief Financial Officer. SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO), AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER. The directors and executive officers of YDKN and other persons may be deemed to be participants in the solicitation of proxies from YDKN shareholders in connection with the proposed merger. Information regarding YDKN’s directors and executive officers is available in YDKN’s Annual Report on Form 10-K that was filed with the SEC on February 28, 2014. Information regarding the participants in the YDKN proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint proxy statement/prospectus filed with the SEC and may be contained in additional documents that may be filed with the SEC if and when such information becomes available.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of any such jurisdiction.
Item 8.01 Other Events
The information set forth in Item 7.01 of the Current Report on Form 8-K is incorporated by reference in this Item 8.01.
Item 9.01 Financial Statements and Exhibits
(c) | Exhibits | |||
Exhibit No. | Exhibit | |||
99.1 | Presentation dated May 12, 2014 | |||
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.
YADKIN FINANCIAL CORPORATION | ||||
Dated: May 12, 2014 | By: | /s/ Jan H. Hollar | ||
Name: | Jan H. Hollar | |||
Title: | Executive Vice President and Chief Financial Officer | |||
Exhibit Index
Exhibit No. | Description | |||
99.1 | Presentation dated May 12, 2014 | |||