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): March 16, 2020
BANCPLUS CORPORATION
(Exact Name of Registrant as Specified in Charter)
Mississippi
(State or Other Jurisdiction of Incorporation)
333-236022 | 64-0655312 | |
(Commission File Number) | (IRS Employer Identification No.) | |
1068 Highland Colony Parkway | ||
Ridgeland, MS | 39157 | |
(Address of Principal Executive Offices) | (Zip Code) | |
(601) 898-8300
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
None | N/A | N/A | ||
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):
¨ | 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)) |
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 þ
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.
In connection with the administration of the BancPlus Corporation Employee Stock Ownership Plan (the “Plan”), BancPlus Corporation (the “Company”) periodically solicits an appraisal of the value of its common stock, par value $1.00 per share (the “Common Stock”), from an independent, third party appraiser. The appraised value of the Company’s Common Stock as of December 31, 2019 was $58.50 per share. Such appraised value is contingent in large part on the consummation of the Company's merger with State Capital Corp. as currently planned.
Such appraised value was determined solely for purposes of the Plan’s administration and is therefore subject to certain limitations, qualifications and assumptions and may not reflect the fair value of the Company’s Common Stock and should not be relied on for any reason. In particular, the outbreak of the novel coronavirus (COVID-19) and related events in recent weeks has had a significant impact on the trading markets for equity securities, including, in particular, value of equity securities of banking institutions. The appraised value of the Company’s Common Stock as of December 31, 2019 is not reflective of such events. While the Company may seek an adjusted valuation of its Common Stock to account for the significant decline in the market or otherwise, neither the Company nor the Plan has any obligation to do so or, if the Company or the Plan obtains a new appraised value of the Company’s Common Stock, to disclose the new appraised value of the Company’s Common Stock.
SIGNATURE
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, thereunto duly authorized.
BancPlus Corporation | |||
March 16, 2020 | By: | /s/ M. Ann Southerland | |
M. Ann Southerland | |||
Executive Vice President and Chief Financial Officer | |||