- Current report filing (8-K)
June 07 2010 - 4:59PM
Edgar (US Regulatory)
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): June
4, 2010
Commission
File Number: 0-18560
The
Savannah Bancorp, Inc.
|
(Exact
name of registrant as specified in its
charter)
|
Georgia
|
58-1861820
|
State
of incorporation
|
Tax
I.D. No.
|
25
Bull Street, Savannah, Georgia 31401
|
(Address
of principal executive offices) (Zip
Code)
|
(912)
629-6486
|
(Registrant's
telephone number, including area
code)
|
[Not
Applicable]
|
(Former
name, former address and former fiscal year,
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 ( 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)
(_)
Precommencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17
CFR 240.14d-2(b))
(_)
Precommencement communications pursuant to Rule 13e-4(c)) under the Exchange
Act
(17 CFR
240.13e-4(c))
Item
1.01
.
|
Entry into a Material
Definitive Agreement
.
|
Effective June 4, 2010, SAVB Holdings,
LLC (“SAVB Holdings”), a Georgia limited liability company and a wholly-owned
subsidiary of The Savannah Bancorp, Inc. (the “Company”) entered into an Amended
and Restated Promissory Note (the “Note”) in the original principal amount of
$18,000,000 in favor of Lewis Broadcasting Corporation,
as holder and administrative agent on
behalf of the participating lenders under that certain Participation Agreement
between Lewis Broadcasting Corporation and Colonial Group, Inc. (the
“Holder”),
amending and restating that certain Promissory Note dated
September 29, 2009 made by SAVB Holdings in favor of Holder (the “Original
Note”). Mr. J. Curtis Lewis III and Mr. Robert H. Demere, Jr.,
directors of the Company, are shareholders and Presidents of Lewis Broadcasting
Corporation and Colonial Group, Inc., respectively.
All
outstanding principal and accrued but unpaid interest under the Note is payable
on or before September 29, 2012. The current balance on the Note is
$14,231,000. Interest is payable monthly at a variable rate, adjusted
daily, equal to 200 basis points in excess of the “prime rate,” but in no event
less than seven and one-half percent per annum.
The Note
is secured by the unconditional guarantee of the Company and SAVB Holdings’
blanket assignment or pledge of all of its assets and the proceeds thereof to
the Holder. The Note contains the following financial covenants: (i)
during the term of the Note, the dividends paid out by the Company, on a
quarterly basis, shall not exceed 50 percent of the Company’s after tax net
income for the preceding quarter; (ii) The Savannah Bank and Bryan Bank &
Trust shall each maintain a “well-capitalized” status as determined by the
Office of the Comptroller of the Currency and the Georgia Department of Banking
and Finance, respectively; (iii) on the last day of each calendar quarter during
the term of the Note, SAVB Holdings shall maintain a loan-to-value ratio of at
least 1.00:1.00; and (iv) on the last day of each calendar quarter during the
term of the Note, the amount of nonperforming assets of the Company shall not
exceed 4.75 percent of the total assets of the Company.
The
foregoing summary description of the Note is not intended to be complete and is
qualified in its entirety by the text of the Note, which is attached as Exhibit
10.1 hereto and incorporated herein by reference.
Item 9.01
Financial Statements and
Exhibits
|
(d)
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The
following item is furnished as an exhibit to this
report:
|
|
10.1
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Amended
and Restated Promissory Note
|
________________
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.
June 7,
2010 The
Savannah Bancorp, Inc.
By:
/s/ Michael W. Harden,
Jr.
Michael W. Harden, Jr.
Chief Financial Officer
Exhibit Index
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|
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Exhibit
No.
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Description
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|
|
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10.1
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|
Amended
and Restated Promissory Note
|
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