UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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)
July 15, 2019
CAROLINA
FINANCIAL CORPORATION
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction of incorporation)
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001-10897
(Commission File Number)
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57-1039673
(I.R.S. Employer Identification No.)
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288 Meeting Street, Charleston, South
Carolina
(Address of principal executive offices)
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29401
(Zip Code)
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(843) 723-7700
(Registrant's telephone number, including area
code)
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
(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))
Securities registered pursuant to 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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CARO
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Nasdaq Capital Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 7.01 Regulation FD Disclosure.
A conference call will be held by Carolina Financial
Corporation, a Delaware corporation (the “Company”) at 11:00 a.m.,
Eastern Time on July 15, 2019 to provide supplemental information regarding the
merger (described below). The conference call can be accessed by dialing (866) 464-9448 or (213) 660-0874 and requesting the Carolina
Financial Corporation merger call. The conference ID number is 3979326. Listeners
should dial in 10 minutes prior to the start of the call. The live webcast and presentation slides will be available on www.haveanicebank.com
under Investor Relations, “Investor Presentations.”
A replay of the webcast will be available on
www.haveanicebank.com under Investor Relations, “Investor Presentations” shortly following the call. A replay of the
conference call can be accessed approximately three hours after the call by dialing (855) 859-2056 or (404) 537-3406 and requesting
conference number 3979326.
Item 8.01 Other Events.
On July 15,
2019, the Company and Carolina Trust BancShares, Inc., a North Carolina corporation (“Carolina Trust”), issued a joint
news release announcing the execution of an Agreement and Plan of Merger and Reorganization, dated as of July 15,
2019, by and between the Company and Carolina Trust (the “Merger Agreement”), pursuant to which, subject to the terms
and conditions set forth therein, Carolina Trust will merge with and into the Company (the “Merger”), with the Company
as the surviving corporation in the Merger. The Merger Agreement provides that immediately following the Merger, Carolina Trust’s
wholly owned bank subsidiary, Carolina Trust Bank, a North Carolina-chartered bank, will merge with and into the Company’s
wholly owned bank subsidiary, CresCom Bank, a South Carolina-chartered bank (the “Bank Merger”), with CresCom Bank
as the surviving entity in the Bank Merger. A copy of the joint news release containing the announcement is filed herewith as
Exhibit
99.1
and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
* * *
Cautionary Statement Regarding Forward-Looking Information
Certain statements in this report contain “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to future
plans and expectations, and are thus prospective. Such forward-looking statements include but are not limited to statements with
respect to plans, objectives, expectations, and intentions and other statements that are not historical facts, and other statements
identified by words such as “believes,” “expects,” “anticipates,” “estimates,”
“intends,” “plans,” “targets,” and “projects,” as well as similar expressions.
Such statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from
future results expressed or implied by such forward-looking statements. Although we believe that the assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Therefore, we can give no assurance
that the results contemplated in the forward-looking statements will be realized. The inclusion of this forward-looking information
should not be construed as a representation by the Company or any person that such future events, plans, or expectations will occur
or be achieved. In addition to factors previously disclosed in the reports filed by the Company with the Securities and Exchange
Commission (the “SEC”), additional risks and uncertainties may include, but are not limited to: (1) competitive pressures
among depository and other financial institutions may increase significantly and have an effect on pricing, spending, third-party
relationships and revenues; (2) the strength of the United States economy in general and the strength of the local economies in
which we conduct operations may be different than expected resulting in, among other things, a deterioration in the credit quality
or a reduced demand for credit, including the resultant effect on the Company’s loan portfolio and allowance for loan losses;
(3) the rate of delinquencies and amounts of charge-offs, the level of allowance for loan loss, the rates of loan growth, or adverse
changes in asset quality in our loan portfolio, which may result in increased credit risk-related losses and expenses; (4) changes
in the U.S. legal and regulatory framework including, but not limited to, the Dodd-Frank Act and regulations adopted thereunder;
(5) adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate
conditions) could have a negative impact on the Company; (6) the business related to acquisitions may not be integrated successfully
or such integration may take longer to accomplish than expected; (7) the expected cost savings and any revenue synergies from acquisitions
may not be fully realized within expected timeframes; (8) disruption from acquisitions may make it more difficult to maintain relationships
with clients, associates, or suppliers; and (9) the impact of recent and future hurricanes and other natural disasters on our loan
portfolio and the economic prospects of our coastal markets. Additional factors that could cause our results to differ materially
from those described in the forward-looking statements can be found in the reports (such as our Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K) filed with the SEC and available at the SEC’s Internet site (http://www.sec.gov).
All subsequent written and oral forward-looking statements concerning the Company or any person acting on its behalf is expressly
qualified in its entirety by the cautionary statements above. We do not undertake any obligation to update any forward-looking
statement to reflect circumstances or events that occur after the date the forward-looking statements are made.
Important Additional Information About the Merger
The Company and Carolina Trust will file a proxy
statement/prospectus and other relevant documents with the SEC in connection with the proposed transaction. The shareholders of
Carolina Trust are advised to read the proxy statement/prospectus when it becomes available and any other relevant documents filed
with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. The
proxy statement/prospectus and other relevant materials (when they become available), and any other documents the Company or Carolina
Trust have filed with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors
and shareholders may obtain free copies of the documents the Company has filed with the SEC by contacting William A. Gehman, III,
Executive Vice President and Chief Financial Officer, Carolina Financial Corporation, 288 Meeting Street, Charleston, South Carolina
29401, telephone (843) 723-7700, and may obtain free copies of the documents Carolina Trust has filed with the SEC by contacting
Edwin E. Laws, Chief Financial Officer, Carolina Trust BancShares, Inc., 901 East Main Street, Lincolnton, North Carolina 28092,
telephone: (704) 735-1104.
Participants in the Solicitation
Carolina Trust and certain of its directors
and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of Carolina Trust in connection
with the proposed transaction. Information concerning such participants’ ownership of Carolina Trust common shares will be
set forth in the proxy statement/prospectuses relating to the proposed transaction, when they become available.
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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CAROLINA FINANCIAL CORPORATION,
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Registrant
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By:
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/s/ William A. Gehman, III
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William A. Gehman, III
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Executive Vice President and
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Chief Financial Officer
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Dated: July 15, 2019
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