UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): February 3, 2017
FIRST NBC BANK HOLDING COMPANY
(Exact name of registrant as specified in its charter)
| Louisiana | 001-35915 | 14-1985604 | ||
| (State of incorporation) | (Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 210 Baronne Street New Orleans, Louisiana |
70112 | |||
| (Address of principal executive offices) | (Zip code) | |||
Registrant’s telephone number, including area code: (504) 566-8000
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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 3, 2017, the Boards of Directors of First NBC Bank Holding Company (the “Company”) and First NBC Bank (the “Bank”) took action to appoint Carl J. Chaney as Chief Executive Officer of the Company and Bank. Mr. Chaney would succeed Hermann Moyse, III, who had been appointed to serve as Chief Executive Officer with the Company and Bank on an interim basis.
Mr. Chaney, age 55, has more than 30 years of experience in the banking and financial services sector, most recently serving as Vice Chairman and Director of JTS Capital Group, LLC, an alternative credit acquisition and management company, a position he had held since August 2015. Before joining JTS Capital, Mr. Chaney served for 17 years at Hancock Holding Company and its banking subsidiaries (Hancock Bank and Whitney Bank), as President and Chief Executive Officer from 2006 to 2014 and as Chief Financial Officer and Executive Vice President from 1998 to 2006. Prior to joining the bank, he was a bank merger and acquisition and regulatory attorney representing over 100 banks throughout 13 states in the Southeast and Southwest.
Mr. Chaney has served as a director of Mississippi Power Company, Gulfport, Mississippi, since 2009, and is currently the Chairman of its Compensation Committee and a member of its Controls and Compliance Committee. He has previously served on the Board of Directors of the Federal Reserve Bank of Atlanta, New Orleans branch and was a member of the Financial Services Roundtable in Washington, D.C. He is a past Chairman of the Mississippi Bankers Association and has served on numerous committees of the Mississippi, Louisiana and Florida Bankers Associations. Over his professional career, Mr. Chaney has been actively engaged in leadership roles in numerous other business, civic and educational organizations in Mississippi and Louisiana. He has also been a frequent contributor to executive banking educational development as an instructor at the Graduate School of Banking at LSU, the Mississippi School of Banking and the Alabama Banking School. Mr. Chaney is an honor graduate of the University of Mississippi, B.B.A., 1983, and the University of Mississippi School of Law, J.D., 1986.
In connection with Mr. Chaney’s appointment as Chief Executive Officer, the Company and Bank have agreed to provide Mr. Chaney with an annual base salary of $750,000 over a term of three years, subject to annual renewals thereafter. Mr. Chaney will be entitled to a target bonus equal to 100% of his base salary, subject to the satisfaction of pre-established performance criteria, with an incentive bonus of $375,000 guaranteed for the first twelve months. Mr. Chaney will also be entitled to receive a signing bonus of $500,000 payable upon the commencement of his employment relationship, which amount would be subject to repayment on a ratable basis over the 24 months following the commencement of his employment if his employment is terminated by the Company or Bank for cause or upon the voluntary resignation of Mr. Chaney. In addition, the Company will grant to Mr. Chaney 750,000 shares of restricted common stock of the Company that will be subject to vesting in accordance with the following schedule: (i) 75% of the shares of restricted stock will be subject to vesting in equal amounts over a three year period, beginning on the first anniversary of the commencement date, and (ii) the remaining 25% of the shares of restricted stock will be subject to vesting at the end of the three year term, provided that certain defined and mutually agreed performance measures are attained. The Company will also issue to Mr. Chaney 250,000 non-qualified stock options having an exercise price equal to the fair market value on the date of issuance, having a term of ten years from issuance and vesting ratably over a period of three years, beginning on the first anniversary of the date of issuance. In the event of a change in control, Mr. Chaney will be entitled to a cash payment in the amount of 2.99 times his then-current base salary and the incentive bonus paid to him during the immediately preceding year. In the event that Mr. Chaney is terminated by the Company or Bank other than for cause or if Mr. Chaney resigns for good reason, he will be entitled to receive as severance the base salary that he would have been due had he remained employed for the remainder of the then-current term of his employment.
The appointments and compensation arrangements described above are subject to prior regulatory approval and will become effective upon the receipt of such approvals. Pending regulatory approval, Mr. Chaney will serve as a consultant to the Company and Bank with consulting fees commensurate with his proposed base salary.
| Item 7.01. | Regulation FD Disclosure. |
On February 6, 2017, the Company issued a press release announcing the appointment of Carl J. Chaney as Chief Executive Officer of the Company and Bank. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
As provided in General Instruction B.2 to Form 8-K, the information furnished in Exhibits 99.1 of this Current Report on Form 8-K will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information will not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filings.
Forward-Looking Statements
This report contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements do not relate strictly to historical or current facts. Forward-looking statements reflect the current views and estimates of management of the Company with respect to future economic circumstances, industry conditions, company performance and financial results. They often include the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. A number of factors - many of which are beyond the control of the Company - could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. Among other factors, actual results may differ from those described in forward-looking statements due to the factors included in filings made by the Company with the Securities and Exchange Commission, including those risk factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, and the receipt of all required regulatory approvals. Forward-looking statements speak only as of the date they are made. Copies of the Company’s reports filed with the Securities and Exchange Commission are available in the Investor Relations section of the Company’s website, www.firstnbcbank.com. The Company undertakes no duty to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press release, dated February 6, 2017, announcing appointment of new Chief Executive Officer | |
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.
Dated: February 6, 2017
| FIRST NBC BANK HOLDING COMPANY | ||
| By: | /s/ Shivan Govindan | |
| Shivan Govindan | ||
| Chairman of the Board | ||
EXHIBIT INDEX
| Exhibit |
Exhibit Description | |
| 99.1 | Press release, dated February 6, 2017, announcing appointment of new Chief Executive Officer | |
Exhibit 99.1
First NBC Appoints Carl J. Chaney as Chief Executive Officer
NEW ORLEANS, Feb. 6, 2017 -- First NBC Bank Holding Company (NASDAQ: FNBC) (“First NBC” or “the company”) today announced that its Board of Directors has appointed Carl J. Chaney as Chief Executive Officer, effective upon regulatory approval. Mr. Chaney will succeed Hermann “Buck” Moyse, III, who has served as Interim Chief Executive Officer of First NBC Bank and First NBC Bank Holding Company.
Mr. Chaney has more than 30 years of leadership experience in the banking and financial services sector with a proven track record of building high-performing businesses. He served in numerous roles at Hancock Holding Company during the course of a 17-year tenure, including as its Chief Executive Officer, President and Director. During Mr. Chaney’s tenure as CEO from 2006 to 2014, Hancock significantly grew its assets from $6 billion to $21 billion, executed on a $50 million efficiency and process improvement initiative that achieved its results three quarters ahead of schedule and acquired New Orleans-based Whitney Bank in a $1.5 billion stock transaction.
“We are pleased to announce the addition of Carl as our next CEO, who has a proven track record and invaluable industry experience,” said Shivan Govindan, First NBC’s Chairman of the Board. “We look forward to benefitting from Carl’s contributions and leveraging his expertise to strengthen First NBC’s operational foundation, maintain and grow our customer relationships and enter the next chapter in First NBC’s history. On behalf of the entire Board, I would also like to thank Buck for serving as interim Chief Executive Officer and express our appreciation that he will continue to serve as a member of our Board.”
“I am honored to join First NBC, a company with a strong history and commitment to making a positive contribution to the local economy as one of Louisiana’s leading community banks,” said Mr. Chaney, “First NBC has taken significant steps over the last few months to enhance value and I look forward to continuing to take actions to best position the Company for long-term success. I am excited to begin working with the rest of the talented team to further develop and execute our strategy and strengthen First NBC’s operational foundation.”
As previously announced, First NBC entered into a definitive agreement with Whitney Bank to sell approximately $1.3 billion in loans and nine First NBC Bank branches to Whitney Bank. The terms of the transaction will provide First NBC with an estimated premium of $44 million and total cash liquidity in excess of $200 million to First NBC upon completion. The transaction remains on track to close by the end of the first quarter of 2017 and will also result in an increase in available funding under the company’s available credit facilities.
About Carl Chaney
Mr. Chaney currently serves as Vice Chairman of JTS Capital Group, an alternative credit acquisition and management company, and on the Board of Directors of Mississippi Power Company, where he is Chairman of the Compensation Committee and a member of the Controls and Compliance Committee. He also served on the Board of Directors of the Federal Reserve Bank of Atlanta, New Orleans Branch. Prior to joining Hancock, Mr. Chaney was a bank mergers and acquisitions and regulatory attorney, representing over 100 financial institutions throughout 13 states in the Southeast and Southwest. He holds a J.D. from the University of Mississippi School of Law and a bachelor’s degree from the University of Mississippi, with honors.
About First NBC Bank Holding Company
First NBC, headquartered in New Orleans, Louisiana, offers a broad range of financial services through its wholly-owned banking subsidiary, First NBC Bank, a Louisiana state non-member bank. First NBC’s primary markets are the New Orleans metropolitan area and the Florida panhandle, which it serves from 38 full service banking offices located throughout its markets.
Forward-Looking Statements
This release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements do not relate strictly to historical or current facts. Forward-looking statements reflect the current views and estimates of management of First NBC with respect to future economic circumstances, industry conditions, company performance and financial results. They often include the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. A number of factors - many of which are beyond the control of First NBC - could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. Among other factors, actual results may differ from those described in forward-looking statements due to the factors included in filings made by First NBC with the Securities and Exchange Commission, including those risk factors set forth in First NBC’s Annual Report on Form 10-K for the year ended December 31, 2015. Forward-looking statements speak only as of the date they are made. Copies of First NBC’s reports filed with the SEC are available in the Investor Relations section of First NBC’s website, www.firstnbcbank.com. First NBC undertakes no duty to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events.
First NBC Bank Holding Company Contacts:
Media:
Joele Frank, Wilkinson Brimmer Katcher
Steve Frankel / Scott Bisang / Matthew Gross, 212-355-4449