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): March 12, 2024 |
THIRD COAST BANCSHARES, INC.
(Exact name of Registrant as Specified in Its Charter)
Texas |
001-41028 |
46-2135597 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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20202 Highway 59 North Suite 190 |
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Humble, Texas |
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77338 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: 281 446-7000 |
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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Common stock, par value $1.00 per share |
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TCBX |
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The Nasdaq Stock Market LLC |
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 ☒
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 1.01 Entry into a Material Definitive Agreement.
Effective March 12, 2024 (the “Effective Date”), Third Coast Bancshares, Inc. (the “Company”) entered into a Renewal, Extension and Modification of Loan (the “Amendment”) of the Loan Agreement, dated March 10, 2021, by and between the Company and American National Bank & Trust (the “Loan Agreement”). As of March 12, 2024, the Company had outstanding borrowings under the Loan Agreement of $43,875,000 and it had pledged all of the issued and outstanding capital stock of Third Coast Bank as collateral for the loan under the Loan Agreement.
The Amendment, among other things, (i) extends the maturity date of the loan under the Loan Agreement from September 10, 2024 to March 10, 2026; (ii) increases the maximum commitment under the Loan Agreement from $50,000,000 to $55,000,000; (iii) amends the interest rate provision to provide that the interest rate per annum under the Loan Agreement shall be equal to the U.S. “Prime Rate” reported by The Wall Street Journal, less six hundred twenty-five thousandths percent (0.625%), subject a floor rate of five percent (5.00%); and (iv) modifies certain covenants under the Loan Agreement.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
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Description of Exhibit |
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10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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THIRD COAST BANCSHARES, INC. |
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Date: |
April 24, 2024 |
By: |
/s/ R. John McWhorter |
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R. John McWhorter |
Exhibit 10.1
AMERICAN NATIONAL BANK & TRUST
RENEWAL, EXTENSION AND MODIFICATION OF LOAN
THIS RENEWAL, EXTENSION AND MODIFICATION OF LOAN (this “Renewal”) is made by and between
THIRD COAST BANCSHARES, INC. (the “Borrower”) and AMERICAN NATIONAL BANK & TRUST (“Lender”), to be
effective as of the 12th day of March, 2024.
RECITALS:
WHEREAS, in accordance with that certain Loan Agreement (as previously amended, the “Loan Agreement”) dated on or about March 10, 2021, and in accordance with the loan (the “Loan”) represented thereby, Borrower executed and delivered to Lender that certain Promissory Note in the maximum stated principal amount of Thirty Million Eight Hundred Seventy-Five Thousand and No/100 Dollars ($30,875,000.00) (as previously modified and increased to $50,000,000.00, the “Note”); and
WHEREAS, as partial security for the Note, Borrower executed and delivered to Lender that certain Pledge Agreement, dated of even date with the Note (the “Pledge Agreement”), granting to Lender a security interest in the collateral described therein including, without limitation, 100% of the issued and outstanding shares of common stock of Third Coast Bank, SSB; and
WHEREAS, all obligations and indebtedness now existing or hereafter from time to time owing to the Lender under the Note, Pledge Agreement, or other documents securing or evidencing the Note are sometimes collectively referred to herein as the “Obligations” (and the Note, Loan Agreement, Pledge Agreement, and all documents securing or evidencing the Loan described therein are herein collectively, the “Loan Documents”); and
WHEREAS, Borrower desires to increase the Loan, modify the terms of the Loan, and extend the time for Borrower’s performance of the Obligations, and Lender has agreed to such modification and extension pursuant to the terms and conditions herein.
AGREEMENTS:
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree as follows:
“Prior to default or maturity, the unpaid principal of this Note from time to time outstanding shall bear interest at the rate (“Rate”) of interest per annum equal to the rate reported in the Credit Markets section (or similar section) of The Wall Street Journal as the U.S. “Prime Rate” (the “Index”), as such changes from time to time (without notice to Maker), less six hundred twenty- five thousandths percent (0.625%), provided that in no event shall the Rate (i) be less than five percent (5.00%) (the “Floor”) or (ii) exceed the maximum interest rate permitted under applicable law (“Maximum Rate”). If applicable law provides for a ceiling, that ceiling shall be the indicated rate ceiling. All interest accruing under this Note shall be calculated on the basis of a 360-day year applied to the actual number of days elapsed.
“Quarterly interest payments shall be due and payable commencing June 10, 2024 and on the same date of each calendar quarter thereafter through and including March 10, 2026 (“Maturity Date”), on which date all unpaid principal of and accrued interest on this Note shall be due and payable.
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Exhibit 10.1
Any payment received later than ten (10) days from the due date thereof must be accompanied by a late fee payment in the amount of five percent (5%) of the amount of such payment.”
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Exhibit 10.1
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN BORROWER AND LENDER.
Executed to be effective as of the effective date first written above.
LENDER: |
BORROWER: |
AMERICAN NATIONAL BANK & TRUST |
THIRD COAST BANCSHARES, INC. |
By: /s/ Craig Berry |
By: /s/ John McWhorter |
Craig Berry, Chief Lending Officer |
John McWhorter, Executive Vice President |
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