Live Oak Bancshares Inc.
08/19/2025 | Press release | Distributed by Public on 08/19/2025 07:03
Regulation FD Disclosure (Form 8-K)
Item 7.01. Regulation FD Disclosure.
On August 19, 2025, Computer Services Inc., ("CSI") announced it had entered into a definitive agreement to acquire Apiture, Inc. ("Apiture"). Live Oak Banking Company, a wholly owned subsidiary of Live Oak Bancshares, Inc., (the "Company") has an investment in Apiture. Under the terms of the agreement, a wholly owned subsidiary of CSI will merge with and into Apiture, with Apiture surviving the transaction as a wholly owned subsidiary of CSI (the "Transaction"). Upon the closing of the Transaction, each stockholder of Apiture, including Live Oak Banking Company, will receive a portion of the merger consideration payable under the terms of the agreement. The closing of the Transaction is subject to customary approvals and closing conditions. The Company anticipates realizing an estimated pre-tax gain in the range of $20 million to $25 million, subject to closing price adjustments. Additionally, the Company will no longer recognize further pass-through losses from the investment after the transaction settles.
Important Note Regarding Forward-Looking Statements.
Statements in this report that are based on other than historical data or that express the Company's plans or expectations regarding future events or determinations are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. They usually can be identified by the use of forward-looking terminology, such as "believes," "expects," or "are expected to," "plans," "projects," "goals," "estimates," "will," "may," "should," "could," "would," "continues," "intends to," "outlook" or "anticipates," or variations of these and similar words, or by discussions of strategies that involve risks and uncertainties. Statements based on historical data are not intended and should not be understood to indicate the Company's expectations regarding future events. Forward-looking statements provide current expectations or forecasts of future events or determinations. These forward-looking statements are not guarantees of future performance or determinations, nor should they be relied upon as representing management's views as of any subsequent date. Forward-looking statements involve significant risks and uncertainties, and actual results may differ materially from those presented, either expressed or implied, in this report. Factors that could cause actual results to differ materially from those expressed in the forward-looking statements include the following: (1) uncertainty regarding the timing of and ability to complete the Transaction discussed herein; (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the Transaction agreement; (3) the outcome of any legal proceedings that may be instituted against the parties to the Transaction or others related to the Transaction agreement; (4) the failure to satisfy the conditions to the completion of the Transaction, or the failure to obtain regulatory approvals required for the Transaction on the terms expected or on the anticipated schedule; (5) differences in the final amount of the costs, fees, expenses and charges related to the Transaction from those expected; (6) differences from current plans in the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Transaction; (7) differences from expectations in the amount of pre-tax gain the Company may experience as a result of the Transaction; and (8) the other factors discussed in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") and available at the SEC's Internet site (http://www.sec.gov). Except as required by law, the Company specifically disclaims any obligation to update any factors or to publicly announce the result of revisions to any of the forward-looking statements included herein to reflect future events or developments.
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