Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the terms of and subject to the conditions set forth in the Merger
Agreement, which has been approved by the Board of Directors of each of TFI and
TBI and by the manager and the members of Integra, the transaction provides for
the payment to the members of Integra of (a) an amount of cash equal to (i)
The Merger Agreement contains customary representations, warranties and covenants made by TFI, TBI, Integra and the members and certain affiliates of Integra and Closing is subject to certain customary closing conditions.
Certain key stakeholders of Integra will be subject to non-competition and
non-solicitation restrictive covenants for a period of time following the
Merger. In addition, the Bank entered into an executive employment agreement
with
The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Merger Agreement and the above description of the Merger Agreement and
related transactions have been included to provide investors and security
holders with information regarding the terms of the Merger Agreement. They are
not intended to provide any other factual information about TFI, Integra or
their respective subsidiaries or affiliates. The representations, warranties and
covenants contained in the Merger Agreement were made only for purposes of that
agreement and as of specific dates, were solely for the benefit of the parties
to the Merger Agreement and may be subject to limitations agreed upon by the
parties, including being qualified by confidential disclosures made by each
party to the other for the purposes of allocating contractual risk between them
that differs from those applicable to investors. Investors should not rely on
the representations, warranties or covenants or any description thereof as
characterizations of the actual state of facts or condition of TFI, Integra or
any of their respective subsidiaries, affiliates or businesses. Moreover,
information concerning the subject matter of the representations, warranties and
covenants may change after the date of the Merger Agreement, which subsequent
information may or may not be fully reflected in public disclosures by TFI or
Integra. Accordingly, investors should read the representations and warranties
in the Merger Agreement not in isolation but only in conjunction with the other
information about TFI or Integra and their respective subsidiaries and
affiliates included in reports, statements and other filings TFI makes with the
Item 3.02 Unregistered Sales ofEquity Securities .
As described in Item 1.01 above of this Current Report on Form 8-K, pursuant to
the terms of and subject to the conditions set forth in the Merger Agreement, at
the effective time of the Merger, TFI will issue 453,203 shares of TFI common
stock as Stock Consideration in the Merger. Based in part on the representations
of the members of Integra as to their status as accredited investors under Rule
501 of Regulation D under the Securities Act, the shares of TFI common stock
issued as Stock Consideration in the Merger will not be registered under the
Securities Act, in reliance on the exemption from registration under the
Securities Act for transactions not involving a public offering pursuant to
Section 4(a)(2) of the Securities Act and the rules and regulations of the
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger by and amongTectonic Financial, Inc. ,T Bancshares, Inc. andIntegra Funding Solutions, LLC , and joined in byThe Bolt Family Irrevocable Trust ,IF Holdings, LLC ,Doug Waidelich ,The Crane Basin Irrevocable Trust ,The Hamilton Irrevocable Trust ,Tracy A. Bolt , andRandall W. Woods (schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K; however, the registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to theSEC upon request.)
--------------------------------------------------------------------------------
© Edgar Online, source