UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.02 Termination of a Material Definitive Agreement.
On May 13, 2021, Republic Bank & Trust Company’s (the “Bank”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Green Dot Corporation (“Green Dot”) related to the sale to Green Dot of substantially all of the assets and operations of the Bank’s Tax Refund Solutions business (the “Sale Transaction”).
On January 7, 2022, the Bank served Green Dot with formal notice of termination of the Purchase Agreement pursuant to Section 7.1(c) of the Purchase Agreement, and the Bank’s demand that Green Dot pay the Termination Fee of $5 million pursuant to Section 7.2(b) of the Purchase Agreement.
As provided by Section 7.2(a) of the Purchase Agreement, the Bank maintains that the Bank’s notice of termination of the Purchase Agreement and corresponding request for the Termination Fee does not release Green Dot from any liability, in addition to the Termination Fee, related to the Sale Transaction occurring before the Bank’s notice of termination. As a result, the Bank will continue to seek the additional monetary damages and equitable relief arising from Green Dot’s actions in the litigation before the Delaware Court of Chancery described below.
Background
On August 4, 2021, Republic Bancorp, Inc. (the “Company”) disclosed that Green Dot had delayed the closing of the Sale Transaction, following a request to Green Dot from its primary regulator for information relating to the Sale Transaction and Green Dot’s subsequent decision to seek from its primary regulator the approval of or non-objection to, as applicable, the Sale Transaction before its consummation.
On October 4, 2021, Green Dot announced that it had been unable to obtain the Federal Reserve’s approval of or non-objection to the Sale Transaction due to its undisclosed regulatory issues and that, as a result, Green Dot would not consummate the Sale Transaction. On October 5, 2021, the Bank filed a lawsuit against Green Dot in the Delaware Court of Chancery, C.A. No. 2021-0854-SG, alleging breach of contract. In so doing, the Bank sought, among other relief, specific performance to require that Green Dot proceed with the Sale Transaction.
On December 2, 2021, the Delaware Court of Chancery denied the Bank’s expedited motion for summary judgment seeking the remedy of specific performance from Green Dot of the Sale Transaction. As previously disclosed, as a result of this ruling, the Bank no longer expected the Sale Transaction to be consummated.
Due to the inherent uncertainties of legal proceedings, the Company cannot predict the outcome of these proceedings and their impact on the Company’s financial condition and results of operations.
Except as required by law, the Company does not assume any obligation to update any forward-looking statement herein to reflect events or circumstances that occur after the date hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Republic Bancorp, Inc. | ||
(Registrant) | ||
Date: January 10, 2022 | By: | /s/ Kevin Sipes |
Executive Vice President, Chief Financial Officer & Chief Accounting Officer |
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