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Key take-aways from Schedule 13D/A Amendment No. 6 (filed 15 July 2025)
Director Edgar R. Smith III and six affiliated Louisiana LLCs completed a 30 June 2025 private placement/debt-for-equity exchange with First Guaranty Bancshares, Inc. (symbol FGBIP). The group purchased or exchanged for an additional block of common shares, lifting its aggregate beneficial ownership to 4,819,677 shares, or 31.88 % of the 15,120,172 shares outstanding.
Ownership breakdown
- Edgar R. Smith III – 2,852,467 shares (18.9 %; sole voting/dispositive power)
- Smith & Hood Holding Co. – 1,062,817 shares (7.03 %; shared power)
- Smith & Hood Investments – 340,637 shares (2.25 %; shared power)
- Big 4 Investments – 340,344 shares (2.25 %; sole power)
- Other affiliated LLCs – 223,412 shares (≈1.6 %)
Transaction details: consideration included (i) cash from Mr. Smith, (ii) exchange of subordinated debt held by Smith & Tate, and (iii) acceptance of stock in lieu of accrued interest. No new contracts, pledges or legal proceedings were disclosed.
Intent: Shares are held for investment; the group may buy or sell additional stock. No plans for mergers, asset sales or other change-of-control actions were announced, although Mr. Smith’s board seat affords influence over strategy.
Implications: The equity infusion should bolster the bank’s tangible common equity, while the expanded float creates modest dilution. With nearly one-third of shares, the Smith group remains the controlling shareholder, a potential governance consideration for minority investors.
First Guaranty Bancshares, Inc. (Nasdaq: FGBI/FGBIP) filed an 8-K disclosing the issuance of 2,201,448 new common shares on 30 June 2025 under four separate, unregistered transactions executed in reliance on Section 4(2)/Reg D.
- Private placement: 131,460 shares sold at $8.10, generating roughly $1.1 million of gross proceeds for general corporate purposes. No underwriting fees were paid.
- Exchange Agreement: 1,981,506 shares issued to director and large shareholder Edgar Ray Smith III in exchange for the full $15 million principal (plus accrued interest) of a 2032 floating-rate subordinated note, eliminating that liability from the balance sheet.
- Promissory Note Amendment: 36,060 shares issued to Smith & Tate Investment, L.L.C. in settlement of current interest due on an October 2023 promissory note.
- Subordinated Note Amendment: 52,422 shares issued to the same entity in lieu of cash interest on a 2034 subordinated note.
The three note-related transactions convert debt and interest obligations into equity, improving regulatory capital and cash flow but diluting existing shareholders. All recipients are accredited investors; no registration rights or underwriting discounts were involved. Exhibit references for each agreement/amendment are provided under Item 9.01.
Material Definitive Agreement: On June 16, 2025, First Guaranty Bancshares, Inc. ("First Guaranty") executed an Exchange Agreement with director and significant shareholder Edgar Ray Smith, III. Under the agreement, Mr. Smith will exchange his $15,000,000 Floating Rate Subordinated Note due June 21, 2032 for 1,981,506 newly issued common shares (the "Exchange Shares").
Economic effect: Upon closing—targeted for on or about June 30, 2025—the subordinated note will be cancelled and interest will cease to accrue, eliminating future interest expense and removing the obligation from the balance sheet. In return, First Guaranty will expand its share count by the number of Exchange Shares, which will be fully paid and non-assessable once issued.
Conditions & Termination: Completion requires customary regulatory consents, absence of injunctions or "Burdensome Conditions," and accurate representations by both parties. Either party may terminate if the exchange is not consummated by July 31, 2025, subject to mutual consultation on any extension.
Strategic implications: Converting $15 million of subordinated debt into equity may strengthen regulatory capital ratios and improve leverage metrics, while an insider-led exchange signals confidence in the franchise. However, the issuance of nearly 2.0 million new shares dilutes current shareholders and could pressure per-share performance metrics.
The Exchange Agreement is filed as Exhibit 10.1 to this Form 8-K.
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