Golden Mountain Financial Holdings Corp. (fka FNBCQ)

[iPrelude]

https://www.sec.gov/Archives/edgar/data/1496631/000149663117000005/dispositionofassetsandothe.htm

Item 2.01. Completion of Acquisition or Disposition of Assets.

On March 10, 2017, First NBC Bank (“FNBC Bank”), the wholly-owned banking subsidiary of First NBC Bank Holding Company (“Company”), pursuant to the previously disclosed Purchase and Assumption Agreement, dated as of December 30, 2016, with Whitney Bank, the wholly-owned banking subsidiary of Hancock Holding Company, completed the disposition of certain loans and other assets to Whitney Bank.
In the transaction, Whitney Bank acquired approximately $1.3 billion in total loans (inclusive of approximately $300 million in previously closed tranches) and 9 branch locations, and assumed approximately $400 million in deposits and approximately $600 million in Federal Home Loan Bank of Dallas borrowings from FNBC Bank. Whitney Bank paid approximately $320 million in total cash in connection with the transaction, including just under $42 million in a transaction premium.

https://www.sec.gov/Archives/edgar/data/1496631/000149663117000011/unregisteredsaleofequityse.htm


Item 3.02.
Unregistered Sales of Equity Securities.

On April 5, 2017, First NBC Bank Holding Company (the “Company”) authorized the issuance of shares of its Series E non-cumulative mandatorily convertible perpetual preferred stock to members of its board of directors in consideration for their direct contribution of an aggregate amount of $1.725 million to fund the most recent interest payment on the Company’s outstanding subordinated debt securities in February 2017. The Series E preferred stock ranks junior to the Company’s outstanding Series D preferred stock and senior to the Company’s common stock with regard to dividends and distributions upon liquidation. Dividends on the Series E preferred stock are payable after September 30, 2018, as, if and when declared by the Company’s board of directors out of funds legally available therefor, at a rate of 5% per annum, in cash or in kind through the issuance of additional shares of Series E preferred stock. The shares of Series E preferred stock will convert automatically into shares of common stock of the Company upon the later to occur of (1) the completion of an equity offering by the Company as a result of which the Company’s bank subsidiary becomes “adequately capitalized” within the meaning of the federal bank regulatory capital rules and (2) the approval by the Company’s shareholders of an amendment to the Company’s articles of incorporation to increase the amount of authorized shares of common stock of the Company to an amount sufficient to permit the conversion of shares of preferred stock of the Company issued in the equity offering, and the conversion will occur at a price per common share equal to the per share price at which common shares are issued in the equity offering. The Series E preferred stock has no voting rights.

https://www.sec.gov/Archives/edgar/data/1496631/000149663117000017/bankruptcy_triggeringevent.htm

Item 1.03. Bankruptcy or Receivership.

On May 11, 2017, the Board of Directors of First NBC Bank Holding Company (“Company”) commenced a voluntary bankruptcy case under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Eastern District of Louisiana. The bankruptcy filing follows the appointment of the Federal Deposit Insurance Corporation as receiver of First NBC Bank, the Company’s wholly-owned subsidiary and principal asset, on April 28, 2017, for which the Company has previously announced that it does not expect any recovery. In its Chapter 11 petition, the Company reported that as of May 10, 2017, the amounts of assets and liabilities reflected on its books and records were estimated to be $6.0 million and $65.0 million, respectively.