An S-4 is “A form that must be submitted to the Securities and Exchange Commission in the event of a merger or an acquisition between two companies. The form must also be submitted for exchange offers. — Investopedia.com”
I mention this because Colonial Bancgroup filed an S-4 this past Friday concerning their acquisition of Citrus and Chemical Bank. It’s a pretty dry document. It spells out exactly how the process will take place.
There is a bit of history that isn’t so dry. How did C&C end up acquired?
In early January 2006, George Harris, Jr., C&C’s long time Chairman and CEO died suddenly. Later that spring, the board met for a general discussion of C&C’s strategic alternatives and invited Hovde to assist them in their strategic analysis. The Board of Directors met with representatives of Hovde Financial, Inc. (“Hovde”), its financial advisor, on April 26, 2006 to discuss C&C’s strategic options. Shortly afterward, and after careful consideration, the board determined that they would continue executing their existing strategy and remain independent.
Early in 2007, some events transpired in the Florida community banking mergers and acquisition (“M&A”) market which Hovde communicated to C&C’s President and CEO. On March 27, 2007, representatives of Hovde met with C&C’s Executive Committee to provide them with an update on the Florida M&A market. Hovde then met with the full board on April 17, 2007 and then again on April 25, 2007, to update them on the Florida M&A market. On May 10, 2007, Hovde and C&C signed an engagement letter which engaged Hovde to assist and advise C&C regarding merger discussions with potential partners and, if the parties proceeded with a transaction, to provide an opinion that the merger consideration was fair from a financial point of view to the stockholders of C&C.
How can you not love a banking document that includes the phrase “some events transpired?”