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Item 1.01
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Entry into a Material Definitive Agreement.
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On December 15, 2016, Ameris Bank (the “Bank”),
the wholly owned banking subsidiary of Ameris Bancorp, a Georgia corporation (the “Company”), entered into a Management
and License Agreement (the “Management Agreement”) with William J. Villari (“Villari”) and US Premium Financing
Holding Company, a Florida corporation (“USPF”), pursuant to which Villari will manage a division of the Bank to be
operated under the name “US Premium Finance” (the “Division”) and which is to be engaged in the business
of soliciting, originating, servicing, administering and collecting loans made for purposes of funding insurance premiums and other
loans made to persons engaged in the insurance business (collectively, the “Loans”). Under the terms of the Management
Agreement, Villari will have the title of President of the Division and will receive an annual salary of $200,000, plus other benefits
comparable to those provided to officers of the Bank.
In connection with the business of the Division
and pursuant to the terms of the Management Agreement, Villari and USPF will license to the Bank certain marks and other intellectual
property held by them for use in the operation of the Division. The license fee payable by the Bank to Villari under the Management
Agreement is equal to the pre-tax income of the Division, with certain adjustments, less an amount that the Bank will retain equal
to a 2.15% annualized return on the average daily outstanding principal balance of the Loans.
The Management Agreement has an initial term
of five years, commencing on January 3, 2017, after which the Management Agreement will renew for additional terms of three years
each unless either the Company or Villari provides at least 180 days’ written notice of non-renewal to the other. Villari
may also terminate the Management Agreement for convenience (i) effective as of or after December 31, 2017, as long as the Company
has not acquired at least 30% of the outstanding shares of common stock of USPF at the time of termination, (ii) effective as of
or after June 30, 2018, as long as the Company has not acquired all of the outstanding shares of common stock of USPF at the time
of termination, or (iii) if the Bank reduces the size of the portfolio of Loans that it is willing to fund. In addition, either
party may terminate the Management Agreement in the event of a material, uncured breach by the other.
In the event of the expiration or termination
of the Management Agreement, the Bank will be bound by a noncompetition covenant and covenants prohibiting the Bank and its affiliates
from soliciting employees, customers or potential customers of the Division. Such covenants will extend for two years, except in
the case of a breach by Villari, in which event they will extend for no more than one year. The parties are also bound by certain
noncompetition covenants during the term of the Management Agreement and certain confidentiality provisions during the term of
the Management Agreement and for three years thereafter.
Also on December 15, 2016, the Company entered
into a Stock Purchase Agreement (the “Purchase Agreement”) with Villari pursuant to which the Company will purchase
from Villari 4.99% of the outstanding shares of common stock of USPF. As consideration for such shares, the Company will issue
to Villari 128,572 unregistered shares of its common stock, par value $1.00 per share (the “Villari Shares”), in a
private placement transaction pursuant to the exemptions from registration provided in Section 4(a)(2) of the Securities Act of
1933, as amended, and Rule 506 of Regulation D promulgated thereunder. The transactions contemplated by the Purchase Agreement
are scheduled to close on January 3, 2017, at which time the parties will also enter into a Registration Rights Agreement (the
“Registration Rights Agreement”) and a Shareholders Agreement (the “Shareholders Agreement”), the form
of each of which is included as an exhibit to the Purchase Agreement.
Pursuant to the terms of the Registration Rights
Agreement, once it has been executed, the Company will be required to file with the Securities and Exchange Commission, within
45 days, a registration statement covering the resale of the Villari Shares.
The Shareholders Agreement, to which USPF and
all shareholders of USPF will become parties, includes certain governance and preemptive rights and “drag-along” and
“tag-along” provisions that are typical where there are minority shareholders in a privately held corporation. In addition,
pursuant to the terms of the Shareholders Agreement, once it has been executed, the Company will be obligated to purchase from
Villari, and Villari will be obligated to sell to the Company, an additional 25.01% of the outstanding shares of common stock of
USPF (the “Additional USPF Shares”) on or before December 31, 2017, subject to the receipt of all necessary regulatory
approvals. As consideration for the Additional USPF Shares, the Company will pay Villari $12,000,000 in cash and issue to him an
additional 114,285 unregistered shares of the Company’s common stock in a private placement transaction (with such number
of shares to be increased as provided in the Shareholders Agreement if the average trading price of the Company’s common
stock for a period of 30 days immediately prior to closing is less than $35.00 per share); provided, however, that if the parties
agree to consummate such transactions at a later date, the cash payable to Villari for the Additional USPF Shares will increase
by $200,000 for each calendar month or portion thereof beginning January 1, 2018 and continuing through and including June 30,
2018. Also under the Shareholders Agreement, Villari will have the right to pursue and institute a sale of the Division and its
assets if the Company does not complete its purchase of the Additional USPF Shares on or before December 31, 2017.
The foregoing summary description of the Management
Agreement and the Purchase Agreement, including its exhibits, does not purport to be complete and is qualified in its entirety
by reference to the full text of such documents, which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2,
respectively, and which are incorporated herein by reference.