Item 8.01 Other Events.
On December 31, 2019, Carolina Financial Corporation ("Carolina Financial")
completed the merger contemplated by the Agreement and Plan of Merger and
Reorganization (the "Merger Agreement") dated as of July 15, 2019, by and
between Carolina Financial and Carolina Trust BancShares, Inc. ("Carolina
Trust"). Pursuant to the Merger Agreement, on December 31, 2019, Carolina Trust
merged with and into Carolina Financial (the "Merger"), with Carolina Financial
as the surviving corporation in the Merger. Immediately following the
consummation of the Merger, Carolina Trust Bank, a wholly owned subsidiary of
Carolina Trust, merged with and into CresCom Bank, a wholly owned subsidiary of
Carolina Financial (the "Bank Merger"), with CresCom Bank as the surviving bank
in the Bank Merger. CresCom Bank will operate the former offices of Carolina
Trust Bank under the name "Carolina Trust Bank" until the data processing system
conversion, which is currently expected to occur in May 2020.
The foregoing description of the Merger Agreement does not purport to be a
complete description and is qualified in its entirety by reference to the full
text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to
Carolina Financial's Current Report on Form 8-K filed with the Securities and
Exchange Commission on July 18, 2019, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
2.1 Agreement and Plan of Merger and Reorganization, dated July 15, 2019, by
and between Carolina Financial Corporation and Carolina Trust BancShares,
Inc. (incorporated by reference from Exhibit 2.1 to the Company's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on July 18, 2019)
99.1 Press Release dated January 2, 2020.
Forward-Looking Statements
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 the parties making such
statements believe that the assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove to be inaccurate.
Therefore, neither Carolina Financial nor Carolina Trust provides any 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 Carolina Financial, Carolina Trust or any other
person that the future events, plans, or expectations contemplated will be
achieved.
The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements: the occurrence of any event, change or other
circumstances that could give rise to the right of one or both of the parties to
terminate the definitive merger agreement between Carolina Financial and
Carolina Trust; the outcome of any legal proceedings that have been or may be
instituted against Carolina Financial or Carolina Trust; the possibility that
the anticipated benefits of the transaction are not realized when expected or at
all, including as a result of the impact of, or problems arising from, the
integration of the two companies or as a result of the strength of the economy
and competitive factors in the areas where Carolina Financial and Carolina Trust
do business; the possibility that the transaction may be more expensive to
complete than anticipated, including as a result of unexpected factors or
events; diversion of management's attention from ongoing business operations and
opportunities; potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or completion of
the transaction; Carolina Financial's ability to complete the acquisition and
integration of Carolina Trust successfully; credit risk associated with
commercial real estate, commercial business and construction lending; interest
risk involving the effect of a change in interest rates on both of Carolina
Financial's and Carolina Trust's earnings and the market value of the portfolio
equity; liquidity risk affecting each bank's ability to meet its obligations
when they come due; price risk focusing on changes in market factors that may
affect the value of traded instruments; transaction risk arising from problems
with service or product delivery; compliance risk involving risk to earnings or
capital resulting from violations of or nonconformance with laws, rules,
regulations, prescribed practices, or ethical standards; strategic risk
resulting from adverse business decisions or improper implementation of business
decisions; reputation risk that adversely affects earnings or capital arising
from negative public opinion; and cybersecurity risk related to the dependence
of Carolina Financial and Carolina Trust on internal computer systems and the
technology of outside service providers, as well as the potential impacts of
third-party security breaches, which subjects each company to potential business
disruptions or financial losses resulting from deliberate attacks or
unintentional events. For a discussion of some of the other risks and factors
that could cause actual results to differ materially from those described in the
forward-looking statements, please refer to the filings made by Carolina
Financial and Carolina Trust in their respective reports filed with
the Securities and Exchange Commission (the "SEC"), including each company's
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K available at the SEC's Internet site (http://www.sec.gov). All
subsequent written and oral forward-looking statements concerning Carolina
Financial, Carolina Trust or any person acting on either company's behalf are
expressly qualified in their entirety by the cautionary statements
above. Neither Carolina Financial nor Carolina Trust undertakes any obligation
to update any forward-looking statement to reflect circumstances or events that
occur after the date the forward-looking statements are made.
Additional Information About the Carolina Trust Acquisition and Where to Find It
Carolina Financial has filed a Registration Statement on Form S-4 (Registration
No: 333-233640), which was declared effective on October 21, 2019, which
includes a proxy statement of Carolina Trust and a prospectus of Carolina
Financial, as well as other relevant documents concerning the proposed Carolina
Trust transaction. Carolina Trust mailed the final proxy statement/prospectus to
its shareholders on or about October 28, 2019. BEFORE MAKING ANY ELECTION
DECISION, SHAREHOLDERS OF CAROLINA TRUST ARE URGED TO READ THE REGISTRATION
STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. This communication shall not
constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction.
Shareholders of Carolina Trust will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information about
Carolina Financial and Carolina Trust, at the SEC's internet site
(http://www.sec.gov). Copies of the proxy statement/prospectus and the filings
with the SEC that will be incorporated by reference in the proxy
statement/prospectus can also be obtained, without charge, by directing a
request to: Carolina Financial Corporation, 288 Meeting Street, Charleston,
South Carolina 29401, Attention: William A. Gehman, III, Executive Vice
President and Chief Financial Officer or Carolina Trust BancShares, Inc., 901
East Main Street, Lincolnton, NC 28092, Attention: Edwin Laws, Chief Financial
Officer.
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