Item 2.01
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Completion of Acquisition or Disposition of Assets.
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On January 22, 2022, Howard Bancorp, Inc., a Maryland corporation (“Howard”), completed its previously announced merger (the “Merger”) with F.N.B. Corporation, a Pennsylvania corporation (“F.N.B.”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 12, 2021, by and between F.N.B. and Howard. At the effective time of the Merger (the “Effective Time”), Howard merged with and into F.N.B., with F.N.B. surviving the Merger. On or about February 5, 2022, Howard’s wholly-owned subsidiary Howard Bank will merge with and into First National Bank of Pennsylvania, the principal subsidiary of F.N.B., with First National Bank of Pennsylvania continuing as the surviving bank.
Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding share of Howard common stock (excluding certain shares held by F.N.B., Howard and their respective subsidiaries) (“Howard Common Stock”) was converted into the right to receive 1.8 shares (the “Exchange Ratio”) of the common stock of F.N.B. (“F.N.B. Common Stock”), with cash paid in lieu of fractional shares.
Additionally, at the effective time of the Merger, each then-outstanding Howard stock option was assumed and converted into a fully vested option to purchase a number of shares of F.N.B. Common Stock (rounded down to the nearest whole share) equal to the product obtained by multiplying the number of shares of Howard Common Stock subject to the option and the Exchange Ratio, at an exercise price (rounded up to the nearest whole cent) obtained by dividing the per share exercise price under the option by the Exchange Ratio. The Howard stock options otherwise will continue to be subject to the same terms and conditions which applied immediately before the completion of the Merger. Immediately before the effective time of the Merger, each then-outstanding Howard restricted stock unit, if and to the extent provided under the terms of the applicable award agreement, fully-vested and the shares of Howard Common Stock issued or due as a result of such vesting converted, as of the effective time of the Merger, into the right to receive, without interest, 1.8 shares of F.N.B. Common Stock, with cash paid in lieu of fractional shares. Any other Howard restricted stock units that did not fully vest pursuant to the terms of the applicable award agreement converted into F.N.B. restricted stock unit awards (and were adjusted so that its holder will be entitled to receive a number of shares of F.N.B. Common Stock (rounded down to the nearest whole share) equal to the product obtained by multiplying the number of shares of Howard Common Stock subject to such Howard restricted stock units immediately prior to the effective time of the Merger and the Exchange Ratio) and will otherwise continue to be subject to the same terms and conditions in effect immediately before the Merger.
The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, attached as Exhibit 2.1 to Howard’s Current Report on Form 8-K filed on July 13, 2021, and incorporated herein by reference.