Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
On July 4, 2014
, in connection with the Agreement and Plan of Merger, dated
January 27, 2014
and amended as of April 22, 2014
(the "Merger Agreement") by
and among VantageSouth Bancshares, Inc.
(the "Company"), Yadkin Financial
Corporation ("Yadkin") and Piedmont Community Bank Holdings, Inc.
the Company merged with and into Yadkin, with Yadkin as the surviving
corporation in the merger (the "Merger").
On July 7, 2014
, in connection with the completion of the Merger, the Company
notified the NYSE MKT of its intent to remove the Company's common stock, $0.001
par value per share (the "Company Common Stock") from listing on the NYSE MKT
and requested that the NYSE MKT file with the SEC
an application on Form 25 to
delist and deregister the Company Common Stock under Section 12(b) of the
Securities Exchange Act of 1934, as amended. On July 7, 2014
, the NYSE MKT filed
the Form 25 with the SEC
. The Company intends to subsequently file with the SEC
a Form 15 with respect to the Company Common Stock.
Item 8.01 Other Events.
At the effective time of the Merger (the "Effective Time"), each share of the
Company Common Stock issued and outstanding immediately before the Effective
Time, except for shares of the Company Common Stock owned by the Company, Yadkin
or Piedmont (other than certain trust account shares), was converted into the
right to receive 0.3125 shares of Yadkin's voting common stock, par value $1.00
per share (the "Yadkin Common Stock"). Shares of Piedmont's common stock, par
per share (the "Piedmont Common Stock"), were converted into the
right to receive (i) 6.28597 shares of Yadkin Common Stock; (ii) cash per share
in the amount of $6.6878
; and (iii) a right to receive a pro rata share of the
"Contingent Shares" (as defined in the Merger Agreement). The Merger Agreement
provided that certain shares of Yadkin Common Stock were to be deposited into an
irrevocable "Rabbi Trust" to be established by Yadkin to make payments due under
the Piedmont Phantom Equity Plan that was assumed by Yadkin pursuant to the
terms of the Merger Agreement. Further, Yadkin either assumed any options or
stock based awards of the Company or replaced such options or stock based awards
with substantially identical awards under any Yadkin stock plans.
Immediately following the Effective Time, VantageSouth Bank
, a wholly-owned
subsidiary of the Company, merged with and into Yadkin Bank
, with Yadkin Bank
surviving, as a wholly-owned subsidiary of Yadkin.
Additional information and details of the Merger Agreement were previously
disclosed in the Joint Proxy Statement/Prospectus filed by Yadkin with the
Securities and Exchange Commission
("SEC") on May 12, 2014
(SEC File No.
333-194821) (the "Proxy Statement"). Any description of the Merger Agreement is
qualified in its entirety by reference to the complete copy of the Merger
Agreement which is included as Annex A to the Proxy Statement and is
incorporated by reference herein.
On July 7, 2014
, the Company issued a press release announcing the closing of
the Merger. A copy of that press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description of Exhibit
Exhibit 99.1 Press release dated July 7, 2014