Stonegate Bank : Form 8-K - Regent Bank Merger

Microsoft Word - 4880463_1.doc FEDERAL DEPOSIT INSURANCE CORPORATION WASHINGTON, DC 20429 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): April 25, 2016

(Exact name of registrant as specified in its charter)

Florida 57934 20-4486142

(State of Incorporation) (FDIC Certificate Number)

(IRS Employer Identification No.)

400 North Federal Highway, Pompano Beach, Florida 33062 (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: [phone]

(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 Stonegate 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) [X] 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))

STONEGATE BANK FORM 8-K CURRENT REPORT Item 1.01 Entry into Material Definitive Agreement

On April 25, 2016, Stonegate Bank ("Stonegate") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Regent Bancorp, Inc. ("Regent Bancorp") and Regent Bank, providing, upon the terms and conditions subject to the conditions therein, for the merger of Regent Bancorp and Regent Bank with and into Stonegate, with Stonegate as the surviving entity (the "Merger"). The Merger Agreement was approved and adopted by the Board of Directors of each of Stonegate, Regent Bancorp and Regent Bank.

Pursuant to the Merger Agreement, each share of Regent Bancorp common stock, excluding shares held by shareholders who perfect their statutory dissenters' rights, issued and outstanding immediately prior to the effective time of the Merger will cease to be outstanding and each such share of Regent Bancorp common stock will be converted into and exchanged for the right to receive the number of shares of Stonegate common stock equal to (i) $8.39 per share, divided by

(ii) $29.00 per share (the stipulated value of one share of Stonegate common stock pursuant to the Merger Agreement), or 0.2893 shares. The exchange ratio is subject to adjustment in the event Regent Bancorp's tangible common equity (calculated in accordance with the Merger Agreement as of the month-end prior to closing) is less than the minimum required by the Merger Agreement.

The transaction is valued at approximately $9.02 per Regent Bancorp share, or $40 million in the aggregate, based on the closing price for Stonegate common stock on April 25, 2016. The value of the total consideration expected to be received by Regent Bancorp's common shareholders represents approximately 1.4x Regent Bancorp's tangible book value at March 31, 2016 and 1.3x Regent Bancorp's estimated pro forma tangible book value at transaction close (based on anticipated transaction close in the third quarter of 2016 and incorporating the estimated purchase accounting marks and, as part of the transaction, the anticipated reversal of the valuation allowance against Regent Bancorp's deferred tax asset).

The Merger Agreement contains customary representations, warranties, and covenants of Regent Bancorp, Regent Bank and Stonegate, including, among others, a covenant that requires (i) each of Regent Bancorp, Regent Bank and Stonegate to conduct its business in the ordinary course and consistent with past banking practice during the period between the execution of the Merger Agreement and consummation of the Merger and (ii) each of Regent Bancorp and Regent Bank to not engage in certain kinds of transactions during such period (without the prior written consent of Stonegate). Each of Regent Bancorp and Regent Bank has also agreed, subject to certain exceptions generally related to the evaluation and exercise of the fiduciary duties of their respective boards of directors, to not (a) solicit proposals relating to alternative business combination transactions from third parties or (b) enter into discussions or negotiations with, or provide confidential information to, any third party in connection with any proposals for alternative business combination transactions.

The Merger Agreement also provides certain termination rights for Regent Bancorp, Regent Bank and Stonegate, and further provides that upon termination of the Merger Agreement by Regent Bancorp, Regent Bank or Stonegate, under certain circumstances, the terminating party will be obligated to pay the other party a termination fee of $1.5 million.

Completion of the Merger is subject to satisfaction of various conditions, including (i) receipt of the requisite approval of the Merger by both Stonegate's and Regent Bancorp's shareholders, (ii) receipt of regulatory approvals, (iii) the absence of any law or order prohibiting the Merger, and

(iv) qualification of the Merger as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended. In addition, each party's obligation to consummate the Merger is subject to certain other conditions, including the accuracy of the representations and warranties of the other party and compliance by the other party with its covenants in all material respects.

The Merger Agreement also contains representations and warranties that the parties have made to each other as of specific dates. Except for its status as a contractual document that establishes and governs the legal relations among the parties with respect to the Merger described therein, the Merger Agreement is not intended to be a source of factual, business or operational information about the parties. The representations and warranties contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates, may be subject to a contractual standard of materiality different from what a shareholder might view as material, may have been used for purposes of allocating risk between the respective parties rather than establishing matters as facts, may have been qualified by certain disclosures not reflected in the Merger Agreement that were made to the other party in connection with the negotiation of the Merger Agreement and generally were solely for the benefit of the parties to that agreement. Shareholders should read the Merger Agreement together with the other information concerning Regent Bancorp, Regent Bank and Stonegate that Stonegate publicly files in reports and statements with Federal Deposit Insurance Corporation.

In connection with the execution of the Merger Agreement, certain directors of Regent Bancorp and Regent Bank entered into voting agreements, pursuant to which each such person agreed, among other things, to vote his or her shares of Regent Bancorp common stock in favor of the Merger Agreement at a meeting of shareholders of Regent Bancorp to be called to consider and approve the Merger and Merger Agreement.

The foregoing summary of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated by reference herein.

Item 7.01 Regulation FD

A conference call to discuss the transaction and first quarter earnings results is scheduled for Wednesday, April 27, 2016, at 2:30 p.m. EDT. Interested parties are invited to participate by dialing 1-866-820-3585 and entering conference ID number 92097530. An investor presentation regarding the transaction discussed on this call will be available for download atwww.stonegatebank.com on the Investor Relations - Bank News and Releases page.

Stonegate issued a press release in connection with the announcement of the Merger, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of the investor presentation regarding the Merger is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

The information furnished under Item 7.01 of this Current Report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Forward Looking Statements

The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to those regarding the proposed merger. Such statements are not historical facts and include expressions about management's confidence and strategies and management's expectations about new and existing programs and products, relationships, opportunities, taxation, technology and market conditions. These statements may be identified by such forward-looking terminology as "expect," "believe," "view," "opportunity," "allow," "continues," "reflects," "typically," "usually," "anticipate," or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ from those contemplated by such forward-looking statements include, but are not limited to, the following: failure to obtain shareholder or regulatory approval for the Merger of Regent Bancorp and Regent Bank with Stonegate or to satisfy other conditions to the Merger on the proposed terms and within the proposed timeframe; delays in closing the Merger; reaction to the Merger of Stonegate's customers and employees; the diversion of management's time on issues relating to the Merger; the inability to realize expected cost savings and synergies from the Merger of Regent Bancorp and Regent Bank with Stonegate in the amounts or in the timeframe anticipated; changes in the estimate of non- recurring charges; costs or difficulties relating to integration matters might be greater than expected; changes in the stock price of Stonegate prior to closing; material adverse changes in of Regent Bancorp's, Regent Bank's or Stonegate's operations or earnings; the inability of Stonegate to retain of Regent Bancorp's and Regent Bank's customers and employees; or a decline in the economy, mainly in South Florida, as well as the risk factors set forth in Stonegate's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, each filed with the FDIC. Stonegate does not assume any obligation for updating any such forward-looking statement at any time.

Additional Information and Where to Find It

Stonegate intends to file with the FDIC a proxy statement/prospectus containing a proxy statement of Stonegate and Regent Bancorp and a prospectus of Stonegate, and other documents in connection with the proposed acquisition of Regent Bancorp and Regent Bank. The proxy statement/prospectus will be sent to the shareholders of Regent Bancorp and Stonegate. Before making any decision with respect to the proposed transaction, shareholders of Regent Bancorp