Summit Financial Group, Inc. Announces Completion of 2nd Closing With Castle Creek
March 17 2015 - 4:00PM
As previously disclosed, on August 22, 2014, Summit Financial
Group, Inc. (the "Company" or "Summit") (Nasdaq:SMMF) entered into
a Securities Purchase Agreement (the "Purchase Agreement") with
Castle Creek Capital Partners V, LP ("Castle Creek"). Pursuant to
the Purchase Agreement, following the satisfaction or waiver of the
conditions set forth in the Purchase Agreement, Castle Creek agreed
to acquire in a private placement (the "Private Placement") shares
of common stock of the Company ("Common Stock") in an amount that
is expected to approximate 9.9% of the outstanding Common Stock of
the Company following consummation of the Private Placement at the
price of $9.75 per share. The Private Placement consisted of two
closings.
On November 26, 2014, Summit completed the first closing
contemplated under the Purchase Agreement whereby Castle Creek
purchased 819,384 shares of Common Stock at an aggregate purchase
price of $8.0 million.
Summit today announced that it has completed the second closing
contemplated under the Purchase Agreement for the purchase of
237,753 additional shares of Common Stock at an aggregate purchase
price of $2.3 million. Following the second closing, there are
10,685,094 shares of Common Stock outstanding.
The Company has also agreed under the terms of the Purchase
Agreement to commence, following the second closing of the sale of
Common Stock to Castle Creek under the Purchase Agreement, a rights
offering (the "Rights Offering") to the holders of record of the
Common Stock as of a date selected by Summit's Board of Directors.
In the Rights Offering, all holders of Common Stock as of the
record date, excluding Castle Creek, will be offered
non-transferable rights ("Rights") to purchase shares of Common
Stock at the same per share purchase price of $9.75 used in the
Private Placement to Castle Creek. The aggregate number of shares
that will be offered for sale in connection with the Rights
Offering is 256,410 and, if all shares offered are purchased, the
Company expects to yield total gross proceeds of $2.5 million,
prior to any fees and expenses associated with the sale. The Rights
will be distributed to all of the holders of the Common Stock,
excluding Castle Creek, on a pro rata basis, based on the number of
shares of Common Stock owned by each shareholder as of the record
date used in connection with the Rights Offering. The Company
expects the Rights Offering to occur during the second quarter of
2015.
About the Company
Summit Financial Group, Inc. is a $1.44 billion financial
holding company headquartered in Moorefield, West Virginia. Summit
provides community banking services primarily in the Eastern
Panhandle and South Central regions of West Virginia and the
Northern and Shenandoah Valley regions of Virginia, through its
bank subsidiary, Summit Community Bank, Inc., which operates
fifteen banking locations. Summit also operates Summit Insurance
Services, LLC in Moorefield, West Virginia and Leesburg,
Virginia.
FORWARD-LOOKING STATEMENTS
This press release contains comments or information that
constitute forward-looking statements (within the meaning of the
Private Securities Litigation Act of 1995) that are based on
current expectations that involve a number of risks and
uncertainties. Words such as "expects", "anticipates", "believes",
"estimates" and other similar expressions or future or conditional
verbs such as "will", "should", "would" and "could" are intended to
identify such forward-looking statements.
Although we believe the expectations reflected in such
forward-looking statements are reasonable, actual results may
differ materially. Factors that might cause such a difference
include our ability to consummate, and the results of, the rights
offering; changes in the financial and securities markets,
including changes with respect to the market value of our financial
assets; economic and political conditions, especially in the
Eastern Panhandle and South Central regions of West Virginia and
the Northern and Shenandoah Valley regions of Virginia; real estate
prices and sales in the Company's markets; changes in interest
rates and interest rate relationships; demand for products and
services; the degree of competition by traditional and
non-traditional competitors; changes in banking laws and
regulations; changes in tax laws; the impact of technological
advances; the outcomes of contingencies; trends in customer
behavior as well as their ability to repay loans; and changes in
the national and local economies. Investors are cautioned not
to place undue reliance on forward-looking statements, which speak
only as of the date hereof. We undertake no obligation to revise
these statements following the date of this press release.
Additional information regarding risk factors can be found in the
Company's filings with the Securities and Exchange Commission.
CONTACT: Robert S. Tissue, Senior Vice-President
& Chief Financial Officer
Telephone: (304) 530-0552
Email: rtissue@summitfgi.com
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