Blog: HOMETRUST BANCSHARES, INC. : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 1.01 Entry Into A Material Definitive Agreement

On July 24, 2022, HomeTrust Bancshares, Inc. (“HomeTrust”) entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with Quantum Capital
Corp., a Georgia corporation (“Quantum”). Pursuant to the terms and conditions
set forth in the Merger Agreement, Quantum will merge with and into HomeTrust
(the “Merger”), with HomeTrust surviving, and Quantum National Bank, the wholly
owned subsidiary of Quantum, will merge with and into HomeTrust Bank (“HomeTrust
Bank”), a wholly owned subsidiary of HomeTrust, with HomeTrust Bank as the
surviving bank. The Merger Agreement was unanimously approved by the boards of
both Quantum and HomeTrust and by the Quantum stockholders. The parties
anticipate that the Merger will close in the first quarter of 2023.

The Merger Agreement provides that, at the effective time of the Merger, each
share of Quantum’s common stock (the “Quantum Common Shares”) issued and
outstanding immediately prior to the effective time of the Merger will be
converted into the right to receive $57.54 in cash (the “Cash Consideration”)
and HomeTrust common stock (“HomeTrust Common Stock”) based on a fixed exchange
ratio of 2.3942 (the “Exchange Ratio”), subject to adjustment in certain
circumstances as set forth below (the “Stock Consideration”), and cash in lieu
of fractional shares based on the closing price per HomeTrust share on the
NASDAQ Global Select Market (“NASDAQ”) on the day immediately preceding the
closing date (the “Merger Consideration”).

The Merger Agreement contains customary representations and warranties from both
HomeTrust and Quantum, and each party has agreed to customary covenants,
including, among others, covenants relating to (1) the conduct of its business
during the interim period between the execution of the Merger Agreement and the
effective time, including, in the case of Quantum, specific forbearances with
respect to its business activities, and (2) the use of commercially reasonable
efforts to obtain governmental and regulatory approvals. HomeTrust has also
agreed to use its commercially reasonable best efforts to file with the
Securities and Exchange Commission (“SEC”) a registration statement covering the
shares to be issued under the Merger Agreement (the “Registration Shares”)
within 45 business days after the Merger’s closing date and cause such
registration statement to be effective until the earlier of the date on which
all Registration Shares are sold or two years from the date the SEC declared the
Registration Statement effective.

Completion of the Merger is subject to certain customary conditions, including
the absence of any governmental order or law prohibiting the consummation of the
Merger. The obligation of each party to consummate the Merger is also
conditioned upon (a) subject to certain exceptions, the accuracy of the
representations and warranties of the other party, (b) performance in all
material respects by the other party of its obligations under the Merger
Agreement, (c) receipt by each party of a tax opinion to the effect that the
Merger will qualify as a reorganization within the meaning of Section 368(a) of
the Internal Revenue Code of 1986, as amended, and (d) the receipt of required
regulatory approvals and the expiration of all applicable statutory waiting

The Merger Agreement contains certain termination rights for both Quantum and
HomeTrust, including if (i) there has been a breach by the other party that is
not cured such that the applicable closing conditions are not satisfied, (ii)
the Merger is not consummated by March 31, 2023 (the “End Date”) provided,
however, either party may extend the End Date to June 30, 2023 if the required
regulatory approvals have not been obtained by March 31, 2023, or (iii) the
required regulatory approvals are not obtained.

In addition, Quantum may also terminate the Merger Agreement during the five day
period commencing on the date on which the last approval, consent or waiver of
any governmental entity required to permit the consummation of the transactions
contemplated by the Merger Agreement is received and all statutory waiting
periods in respect thereof shall have expired (the “Determination Date”) if the
quotient obtained by dividing (A) the average of the per share closing price of
a share of HomeTrust common stock during the twenty (20) consecutive full
trading days ending on the trading date prior to the Determination Date by (B)
$25.16 is both (i) less than 0.80 and (ii) less (by more than twenty percent
(20%)) than the quotient obtained by dividing (Y) the average of the NASDAQ Bank
Index during the twenty (20) consecutive full trading days ending on the trading
date prior to the Determination Date by (Z) $4,103.58.

Pursuant to the Merger Agreement, HomeTrust will appoint, subject to any legal
or regulatory requirements, Dr. Narasimhulu Neelagaru as a director of HomeTrust
and HomeTrust Bank, effective at the effective time, to serve for a term ending
at the annual meeting following his attaining seventy-five (75) years of age
(the “Initial Term”). Dr. Neelagaru may serve for up to two additional one year
terms if the Quantum Principal Stockholders (as defined in the Merger Agreement)
continue to own five percent or more of the outstanding HomeTrust Common Stock
at that time.

The foregoing description of the Merger Agreement and the transactions
contemplated thereby is not complete and is subject to and qualified in its
entirety by reference to the Merger Agreement, a copy of which is attached
hereto as Exhibit 2.1 and the terms of which are incorporated herein by

The Merger Agreement is not intended to provide any factual information about
Quantum, HomeTrust or their respective subsidiaries and affiliates to investors.
The representations, warranties and covenants contained in the Merger Agreement
will not survive consummation of the Merger and were made only for purposes of
such agreement and as of specific dates, were solely for the benefit of the
parties to the Merger Agreement, are subject to limitations agreed upon by the
parties as stated in the Merger



Agreement, including being qualified by confidential disclosure schedules made
for the purposes of allocating contractual risk between the parties to the
Merger Agreement instead of establishing these matters as facts, and are, in
some cases, subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors under applicable
securities law standards of materiality. Accordingly, the representations and
warranties may not describe the actual state of affairs at the date they were
made or at any other time, and investors should not rely on them as statements
of fact. 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 Quantum or HomeTrust. Accordingly, the Merger Agreement
is included with this filing only to provide investors with information
regarding the terms of the Merger Agreement, and not to provide investors with
any other factual information regarding HomeTrust or Quantum, their respective
affiliates or their respective businesses. The Merger Agreement should not be
read alone, but should instead be read in conjunction with the other information
regarding HomeTrust, its affiliates or its businesses, the Merger Agreement and
the Merger that will be contained in, or incorporated by reference into, the
Form 10-K, Form 10-Q and other filings HomeTrust makes with the SEC.

Item 7.01 Regulation FD Disclosure

On July 25, 2022, HomeTrust issued a press release announcing the execution of
the Merger Agreement. A copy of the press release is attached to this Current
Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. In
addition, HomeTrust has prepared an investor presentation regarding the
transactions contemplated by the Merger Agreement, which it expects to use in
connection with presentations to analysts and investors. The presentation is
attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated
herein by reference.

The information in this Current Report on Form 8-K is furnished pursuant to Item
7.01 and shall not be deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). It may only be
incorporated by reference in another filing under the Exchange Act or the
Securities Act of 1933, as amended, if such subsequent filing specifically
references the information furnished pursuant to Item 7.01 of this Current
Report on Form 8-K.

Safe Harbor Statement

This Current Report, including the Exhibits hereto, contain “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements can be identified by the use of words such
as “may,” “should,” “will,” “could,” “estimates,” “predicts,” “potential,”
“continue,” “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,”
“projects,” the negative of these terms and other comparable terminology. These
forward-looking statements include, but are not limited to, statements regarding
the outlook and expectations of HomeTrust with respect to the Merger, the
strategic benefits and financial benefits of the Merger, including the expected
impact of the Merger on HomeTrust’s or Quantum’s future financial performance
pending the completion of the Merger, and the timing of the closing of the

Forward-looking statements are neither historical facts, nor assurance of future
performance. Instead, the statements are based on current beliefs, expectations
and assumptions regarding the future of Quantum’s business, future plans and
strategies, projections, anticipated events and trends, the economy and other
future conditions. Because forward-looking statements relate to the future, they
are subject to inherent uncertainties, risks and changes in circumstances that
are difficult to predict and many of which are outside of HomeTrust’s control,
and actual results and financial condition may differ materially from those
indicated in the forward-looking statements. Therefore, you should not unduly
rely on any of these forward-looking statements. Any forward-looking statement
is based only on information currently available and speaks only as of the date
when made. HomeTrust undertakes no obligation, other than as required by law, to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

Forward-looking statements contained in this Current Report are subject to,
among others, the following risks, uncertainties and assumptions:

•The possibility that the anticipated benefits of the Merger, including
anticipated cost savings and strategic gains, are not realized when expected or
at all, including as a result of the impact of, or challenges arising from, the
integration of Quantum into HomeTrust or as a result of the strength of the
economy, competitive factors in the areas where Quantum and HomeTrust do
business, or as a result of other unexpected factors or events;
•The timing and completion of the Merger is dependent on the satisfaction of
customary closing conditions, and various other factors that cannot be predicted
with precision at this point;
•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 Merger Agreement;
•Completion of the Merger is subject to bank regulatory approvals and such
approvals may not be obtained in a timely manner or at all or may be subject to
conditions which may cause additional significant expense or delay the
consummation of the Merger;
•Potential adverse reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of the Merger;


•The outcome of any legal proceedings related to the Merger which may be
instituted against HomeTrust or Quantum;
•Unanticipated challenges or delays in the integration of Quantum's business
into HomeTrust's business and or the conversion of Quantum's operating systems
and customer data onto HomeTrust's may significantly increase the expense
associated with the Merger; and
•Other factors that may affect future results of Quantum and HomeTrust.

These forward-looking statements are also subject to the principal risks and
uncertainties applicable to Quantum’s and HomeTrust’s respective businesses and
activities generally that are disclosed in HomeTrust’s Annual Report on Form
10-K, for its fiscal year ended June 30, 2021 and in other documents HomeTrust
files with the SEC. HomeTrust’s SEC filings are accessible on the SEC website at

No Offer or Solicitation

This Current Report and related communications are not intended to and shall not
constitute an offer to sell or the solicitation of 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
any such jurisdiction. No offer of securities shall be made except by means of a
prospectus that meets the requirements of Section 10 of the Securities Act of
1933, as amended.

Item 9.01 Financial Statements and Exhibits

(a)  Not applicable.
(b)  Not applicable.
(c)  Not applicable.
(d)  The following exhibits are included with this Report:

Exhibit No.             Description
  2.1                   Agreement and Plan of Merger dated July 24, 2022*
  99.1                  Press release dated July 25, 2022
  99.2                  Investor Presentation dated July 25, 2022
104.0                   Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K.
HomeTrust agrees to furnish supplementally a copy of any omitted schedules or
exhibits to the SEC upon request.

© Edgar Online, source Glimpses

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