Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
June 02 2022 - 4:58PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
REPUBLIC FIRST BANCORP, INC.
|
(Name of Registrant as Specified in Its Charter)
|
|
DRIVER MANAGEMENT COMPANY LLC
DRIVER OPPORTUNITY PARTNERS I LP
J. ABBOTT R. COOPER
PETER B. BARTHOLOW
|
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
|
Payment of Filing Fee (Check the appropriate box):
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| ☐ | Fee paid previously with preliminary materials: |
☐ Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of
its filing.
| (1) | Amount previously paid: |
| (2) | Form, Schedule or Registration Statement No.: |
Driver Management Company
LLC, together with the other participants named herein (collectively, “Driver”), intends to file a preliminary proxy statement
and accompanying WHITE proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its highly-qualified
director nominee at the special meeting of shareholders of Republic First Bancorp, Inc.,
a Pennsylvania corporation (“FRBK” or the “Company”).
Item 1: On June 2,
2022, Driver issued the following press release:
Driver Management Nominates Highly Qualified, Independent
Candidate for Election to Republic First Bancorp’s Board of Directors
Nominates Peter Bartholow for Election to the Company’s
Board of Directors at Court-Ordered Special Meeting of Shareholders to Be Held No Later than July 10th
Believes that Unfortunate Boardroom Dysfunction Has
Been Perpetuated by CEO Vernon Hill’s Intransigence and Failed Business Strategy
NEW YORK--(BUSINESS WIRE)--Driver Management Company
LLC (together with its affiliates, “Driver” or “we”), a sizable shareholder of Republic First Bancorp, Inc. (NASDAQ:
FRBK) (“Republic First Bancorp” or the “Company”), today issued a statement regarding its decision to nominate
a highly qualified and independent candidate for election to the Company's Board of Directors (the "Board") at a court-ordered
special meeting of shareholders (the "Special Meeting") to elect one director to fill an existing vacancy on the Board.
Abbott Cooper, Driver’s founder and managing
member, commented:
“Like many shareholders, we are concerned by
the level of board dysfunction at Republic First Bancorp that has resulted in the court-ordered appointment of a custodian to oversee
the Company, as well as a court-ordered Special Meeting to elect one director to fill the existing vacancy on the Board. It is clear to
us that this unfortunate and unprecedented situation is due to the intransigence of Vernon Hill, the Company’s Chief Executive Officer,
and his irrational commitment to a failed business model.
Accordingly, we have nominated Peter Bartholow –
Texas Capital Bancshares’ former Chief Financial Officer, Chief Operations Officer and board member – for election to Republic
First Bancorp's Board at the Special Meeting. If elected, Mr. Bartholow will work tirelessly to restore investor confidence and to preserve
and enhance shareholder value.
We hope that following the court-ordered Special Meeting,
Republic First Bancorp will promptly call and hold its 2022 Annual Meeting of Shareholders (which has yet to be scheduled), so that shareholders
have the opportunity to support substantial Board-level change at the Company. In the meantime, it is our view that the election of Mr.
Bartholow at the Special Meeting is absolutely necessary in order to eliminate the unacceptable dysfunction that has rendered the Board
incapable of acting in the best interests of shareholders.”
Peter B. Bartholow Biography
Peter B. Bartholow has extensive knowledge of capital
markets, mergers and acquisitions and the U.S. banking sector. Mr. Bartholow formerly served as Chief Operating Officer and Chief Financial
Officer of Texas Capital Bancshares, Inc. (NASDAQ: TCBI), and as Chief Financial Officer of First USA, Inc. (formerly NYSE: FUS). Mr.
Bartholow holds a Master of Business Administration from the University of Texas and a Bachelor of Arts from Vanderbilt University.
***
About Driver Management Company
Driver employs a valued-oriented, event-driven investment
strategy that focuses exclusively on equities in the U.S. banking sector. The firm’s leadership has decades of experience advising
and engaging with bank management teams and boards of directors on strategies for enhancing shareholder value. For information, visit
www.drivermanagementcompany.com.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Driver Management Company LLC, together with
the other participants named herein (collectively, “Driver”), intends to file a preliminary proxy statement and accompanying
WHITE proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its highly qualified director
nominee at the special meeting of shareholders of Republic First Bancorp, Inc., a Pennsylvania Company (the “Company”).
DRIVER STRONGLY ADVISES ALL SHAREHOLDERS OF
THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON
REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.
The participants in the proxy solicitation
are anticipated to be Driver Management Company LLC (“Driver Management”), Driver Opportunity Partners I LP (“Driver
Opportunity”), J. Abbott R. Cooper and Peter B. Bartholow.
As of the date hereof, the participants in the
proxy solicitation beneficially own in the aggregate 391,854 shares of Common Stock, par value $0.01 per share, of the Company (the “Common
Stock”). As of the date hereof, Driver Opportunity owns, either beneficially or of record, 385,854 shares of Common Stock. Driver
Management, as the general partner of Driver Opportunity, may be deemed to beneficially own the shares of Common Stock directly beneficially
owned by Driver Opportunity. Mr. Cooper, as the Managing Member of Driver Management, may be deemed to beneficially own the shares of
Common Stock owned by Driver Opportunity. As of the date hereof, Mr. Bartholow directly beneficially owns 6,000 shares of Common Stock.
Contact
Longacre Square Partners
Charlotte Kiaie / Bela Kirpalani, 646-386-0091
driver@longacresquare.com
Item 2: Also on June 2, 2022, Driver delivered the following letter to Company’s
Custodian:
June 2, 2022
Mr. Alfred W. Putnam, Esq.
Faegre Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, Pennsylvania 19103
Alfred.putnam@faegredrinker.com
Via email
Mr. Putnam,
Reference is made to the Order, dated May 31, 2022 (the “May
31 Order”), issued in the case captioned Hill v. Cohen, Civ. No. 22-1924 (E.D. Pa.), appointing you to serve as Custodian
of Republic First Bancorp, Inc. (“FRBK”) and directing you to call and oversee a special meeting of FRBK shareholders
(the “Special Meeting”) on or before July 10, to elect a director to fill the vacancy on FRBK’s board of directors
created by the death of Theodore Flocco.
Driver Opportunity Partners I LP (together with its general
partner, Driver Management Company LLC, “Driver”) has nominated Peter B. Bartholow, who previously served as Chief
Financial Officer and Chief Operating Officer, as well as a member of the board of directors, of Texas Capital Bancshares, Inc., a publicly
traded bank holding company, for election to director at the Special Meeting. In preparation for the Special Meeting, Driver requests
notice of the Special Meeting, including, without limitation:
| · | The date, time and place of the Special Meeting; |
| · | The record date for determining shareholders entitled to vote at the Special Meeting; |
| · | When customary information (including, without limitation, a Non-Objecting Beneficial Owners (or NOBO) list) regarding the shareholders
(both beneficial and of record) as of the record date will be available and any requirements for obtaining that information; and |
| · | A meeting agenda, schedule and procedures for the conduct of the meeting. |
Driver notes that the May 31 Order contemplates that you may
decide that shareholders should elect a ninth director. Driver would requests any details regarding that decision, including without limitation
whether the timing of that decision, so that shareholders can plan accordingly.
Driver understands that the May 31 Order is subject to an expedited
appeal in the U.S. Court of Appeals for the Third Circuit and scheduled for disposition during the week of June 27, 2022. Accordingly,
the requests in this letter are made without prejudice to the rights of Driver and other shareholders of FRBK in the event that the May
31 Order is vacated in whole or in part.
Thank you in advance for your prompt response. Please do not
hesitate to contact me at ac@drivermgmtco.com or 646-360-0791 to discuss any of the questions raised herein.
Driver Management Company LLC
/s/ J. Abbott R. Cooper
250 Park Avenue
7th Floor
New York, NY 10177
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