8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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 1, 2017

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CHARTER FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

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Maryland	001-35870	90-0947148
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File Number)	Identification No.)

1233 O.G. Skinner Drive, West Point, Georgia 31833

(Address of principal executive offices) (Zip code)

(706) 645-1391

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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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:

o 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 (17 CFR 240.14d-2(b))

o 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 o

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. o

Item 2.01. Completion of Acquisition or Disposition of Assets.

On September 1, 2017, Charter Financial Corporation, a Maryland corporation (“Charter” or the “Company”) and Charter Merger Sub, LLC, a Georgia limited liability company and wholly-owned subsidiary of Charter, completed a merger with Resurgens Bancorp, a Georgia corporation (“Resurgens”), pursuant to the previously announced Agreement and Plan of Merger by and among the Company, Charter Merger Sub, LLC and Resurgens, dated as of June 1, 2017 (the “Merger Agreement”), whereby (1) Charter Merger Sub, LLC merged with and into Resurgens, with Resurgens as the surviving corporation and a wholly-owned subsidiary of Charter, and immediately thereafter, (2) Resurgens merged with and into Charter, with Charter continuing as the surviving corporation (the “Merger”).

Immediately following the Merger, Resurgens Bank, a Georgia state chartered banking institution and a wholly-owned subsidiary of Resurgens, merged with and into CharterBank, a federal savings and loan association and a wholly-owned subsidiary of Charter, with CharterBank surviving the merger and continuing its corporate existence under the name “CharterBank.”

Pursuant to the terms of the Merger Agreement, the Company acquired all of Resurgens' outstanding 1,353,589 shares of common stock and cashed out all outstanding in-the-money stock warrants, in each case based upon a purchase price of $17.00 per share, in an all-cash transaction resulting in a total cash payment to Resurgens shareholders of approximately $25.8 million. Each outstanding share of Charter common stock will remain outstanding and be unaffected by the Merger.

The foregoing description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which was previously filed as Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with the Commission on June 1, 2017 and is incorporated into Exhibit 2.1 of this report by reference thereto.

Pursuant to General Instruction F to Current Report on Form 8-K, a press release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Cautionary Notice Regarding Forward-Looking Statements

This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is intended to be protected by the safe harbor provided by the same. These statements are subject to numerous risks and uncertainties. These risks and uncertainties include, but are not limited to, the following: the risk that a regulatory approval that may be required for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated; the parties’ ability to achieve the synergies and value creation contemplated by the proposed merger; the parties’ ability to promptly and effectively integrate the businesses of Charter and Resurgens; the diversion of management time on issues related to the merger; changes in laws or regulations; and changes in general economic conditions. For additional information concerning factors that could cause actual conditions, events or results to materially differ from those described in the forward-looking statements, please refer to the factors set forth under the headings “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Charter’s most recent Form 10-K report and to Charter’s most recent Form 8-K reports, which are available online at www.sec.gov. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Charter or Resurgens.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No. Description

2.1*	Agreement and Plan of Merger by and among the Company, Charter Merger Sub, LLC and Resurgens, dated as of June 1, 2017 (previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Commission on June 1, 2017, and incorporated herein by reference).
99.1	Press release issued September 1, 2017.

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company undertakes to furnish supplementally copies of any of the omitted schedules or exhibits upon request by the Securities and Exchange Commission.

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.

		CHARTER FINANCIAL CORPORATION
		(Registrant)
Date:	September 5, 2017	By:	/s/ Curtis R. Kollar
			Curtis R. Kollar
			Senior Vice President and Chief Financial Officer

EX-99.1

NEWS RELEASE

Contact:
Robert L. Johnson, Chairman & CEO	Dresner Corporate Services
Curt Kollar, CFO	Steve Carr
706-645-1391	312-780-7211
bjohnson@charterbank.net or	scarr@dresnerco.com
ckollar@charterbank.net

CHARTER FINANCIAL COMPLETES MERGER WITH

RESURGENS BANCORP

West Point, Georgia, September 1, 2017 – Charter Financial Corporation (NASDAQ: CHFN) (the "Company") announced today the completion of its merger (the “Merger”) with Tucker, Georgia-based Resurgens Bancorp (“Resurgens”) effective September 1, 2017, pursuant to the previously announced definitive Agreement and Plan of Merger (the “Merger Agreement”) between the Company and Resurgens, dated as of June 1, 2017. Additionally, Resurgens Bank, a wholly-owned subsidiary of Resurgens which operated two branches in the Atlanta metropolitan area, has merged with and into CharterBank, a wholly-owned subsidiary of the Company. The combined Company had, on a pro forma basis as of June 30, 2017, approximately $1.6 billion of total assets, approximately $1.3 billion of deposits and approximately $1.2 billion of loans, with 22 banking offices in Metro Atlanta, the I-85 corridor south to Auburn, Alabama, and the Florida Gulf Coast.

Robert L. Johnson, Chief Executive Officer and Chairman of the Company and CharterBank said, “With the Merger now complete, we are very pleased with our expanded presence in the Metro Atlanta market. We now have over $668.7 million of loans and $711.8 million of deposits, and operate 11 branches in the Atlanta metropolitan area.”

Under the terms of the Merger Agreement, the Company acquired all of the outstanding shares of Resurgens common stock for $17.00 per share, with a total transaction value of approximately $25.8 million. Excluding one-time merger-related costs, the transaction is expected to be immediately accretive to the Company's earnings per common and diluted share. A more complete description of the Merger consideration is contained in the Merger Agreement in an 8-K filed with the Securities and Exchange Commission on June 1, 2017.

Systems conversions and operational integration of Resurgens Bank into CharterBank is expected to be finished in February 2018. Until this time, Resurgens clients should continue to conduct their banking business as usual using existing Resurgens branches, debit cards, checks, ATMs and making loan payments until conversion is complete. The Company will communicate with our new customers as we complete the integration.

Charles M. DeWitt III, who previously served as founding CEO of Resurgens, will serve as Charter's President of the North Atlanta market. In addition to managing his team in DeKalb County, Mr. DeWitt will also manage the four Cobb County branches brought over in the acquisition of CBS Financial Corporation ("CBS").

“We are thrilled to have Charles join our management team,” Mr. Johnson said. “Charles has done excellent work at Resurgens as CEO, and we expect his strong leadership across this wider market area."

Sylvia D. Hamby, who previously served as Cobb County President after making the transition from CBS, is retiring.

“Sylvia's presence during the acquisition and integration of the CBS team was invaluable, and she has done an amazing job making that team part of the CharterBank family and building our business in Cobb County,” Mr. Johnson said. “We congratulate Sylvia on her many contributions and accomplishments, and wish her nothing but the best in her retirement.”

About Charter Financial Corporation

Charter Financial Corporation is a savings and loan holding company and the parent company of CharterBank, a full-service community bank and a federal savings institution. CharterBank is headquartered in West Point, Georgia, and operates branches in Metro Atlanta, the I-85 corridor south to Auburn, Alabama, and the Florida Gulf Coast. CharterBank's deposits are insured by the Federal Deposit Insurance Corporation. Investors may obtain additional information about Charter Financial Corporation and CharterBank on the internet at www.charterbk.com under About Us.

Forward-Looking Statements

This release may contain “forward-looking statements” within the meaning of the federal securities laws. These statements may be identified by use of such words as “believe,” “expect,” “anticipate,” “should,” “well-positioned,” “planned,” “intend,” “strive,” “probably,” “focused on,” “estimated,” “working on,” “continue to,” “seek,” "leverage," "building," and “potential.” Examples of forward-looking statements include, but are not limited to, statements regarding future growth, profitability, expense reduction, improvements in income and margins, increasing stockholder value, and estimates with respect to our financial condition and results of operation and business that are subject to various factors that could cause actual results to differ materially from these estimates. These factors include but are not limited to the Company's inability to implement its business strategy; general and local economic conditions; changes in interest rates, deposit flows, demand for mortgages and other loans, real estate values, and competition; changes in loan defaults and charge-off rates; changes in the value of securities and other assets, adequacy of loan loss reserves, or deposit levels necessitating an increase in borrowing to fund loans and investments; the changing exposure to credit risk; the inability to identify suitable future acquisition targets; the potential inability to effectively integrate and manage the new businesses and lending teams that transitioned from Community Bank of the South and Resurgens Bank; the inability to properly leverage the expansion into the North Atlanta market; changes in legislation or regulation; other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products, and services; the effect of cyberterrorism and system failures; the uncertainty in global markets resulting from the new administration; and the effects of geopolitical instability and risks such as terrorist attacks, the effects of weather and natural disasters such as floods, droughts, wind, tornadoes and hurricanes, and the effect of any damage to our reputation resulting from developments relating to any of the factors listed herein. Any or all forward-looking statements in this release and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or known or unknown risks and uncertainties. Consequently, no forward-looking statements can be guaranteed. Except as required by law, the Company disclaims any obligation to subsequently revise or update any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. Additional information concerning factors that could cause actual results to differ materially from those forward-looking statements is contained from time to time in the Company's filings with the Securities and Exchange Commission. The Company refers you to the section entitled “Risk Factors” contained in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2016. Copies of each filing may be obtained from the Company or the Securities and Exchange Commission.

The risks included here are not exhaustive and undue reliance should not be placed on any forward-looking statements, which are based on current expectations. All written and oral forward-looking statements attributable to the Company, its management, or persons acting on their behalf are qualified in their entirety by these cautionary statements. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time unless otherwise required by law.