Item 2.01 - Completion of Acquisition or Disposition of Assets
First Bancorp, the holding company for First Bank, Southern Pines, North
Carolina, announced today that effective as of January 1, 2023, First Bancorp
completed its acquisition by merger of GrandSouth Bancorporation ("GrandSouth"),
the holding company for GrandSouth Bank, Greenville, South Carolina (the
"Merger"). GrandSouth merged with and into First Bancorp, with First Bancorp as
the surviving corporation. The Merger was completed pursuant to an Agreement and
Plan of Merger and Reorganization, dated June 21, 2022 (the "Merger Agreement").
First Bancorp's press release, dated January 3, 2023, is attached to this report
as Exhibit 99.1 and is incorporated herein by reference.
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Pursuant to the Agreement and Plan of Merger and Reorganization between First
Bancorp and GrandSouth, dated June 21, 2022 (the "Merger Agreement"), First
Bancorp agreed to appoint two directors of GrandSouth to the boards of directors
of First Bancorp and First Bank. Accordingly, Mason Y. Garrett, the former
Chairman and Chief Executive Officer of GrandSouth, and J. Randolph Potter were
appointed to the boards of directors of First Bancorp and First Bank, effective
January 1, 2023. They have also been appointed to serve as members of First
Bancorp's Executive and Loan Committee, Audit Committee, Compensation Committee,
and Nominating and Corporate Governance Committee. Both boards have been
expanded to 17 members.
Other than their appointment pursuant to the Merger Agreement, there have been
no transactions, nor are there any currently proposed transactions, in which
First Bancorp has or is to be a participant and the amount involved exceeds
$120,000 and in which Mr. Garrett or Mr. Potter had or will have a direct or
indirect material interest.
Item 9.01 - Financial Statements and Exhibits
Exhibit No. Description
99.1 Press release dated January 3, 2023, announcing the completion of the
acquisition of GrandSouth Bancorporation
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