8-K
Business First Bancshares, Inc. (BFST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 1, 2020 ****
BUSINESS FIRST BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
| Louisiana | 001-38447 | 20-5340628 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 500 Laurel Street, Suite 101<br><br> <br>Baton Rouge, Louisiana | 70801<br><br> <br>(Zip Code) | |
| (Address of principal executive offices) |
(225) 248-7600
(Registrant’s telephone number, including area code) ****
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act.:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $1.00 per share | BFST | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
| Item 2.01 **** | Completion of Acquisition or Disposition of Assets. **** |
|---|
Effective as of May 1, 2020, Business First Bancshares, Inc. (“Business First”), a Louisiana corporation and the parent holding company of b1Bank, completed its previously announced acquisition of Pedestal Bancshares, Inc. (“Pedestal”), a Louisiana corporation and the parent holding company of Pedestal Bank.
The acquisition was completed pursuant to the previously announced Agreement and Plan of Reorganization (the “Merger Agreement”), dated January 22, 2020, by and between Business First and Pedestal. In accordance with the terms of the Merger Agreement, at the effective time, Pedestal was merged with and into Business First, with Business First surviving the merger. Immediately following the holding company merger, Pedestal Bank was merged with and into b1Bank, with b1Bank as the surviving bank.
Pursuant to the terms of the Merger Agreement, each issued and outstanding share of Pedestal common stock was converted into the right to receive 1.745 shares of Business First’s common stock. In addition, prior to the closing of the merger, Pedestal made a one-time distribution of $5.00 per share to its shareholders out of Pedestal’s accumulated adjustment account.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to Business First’s Current Report on Form 8-K filed on January 24, 2020, 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. **** |
|---|
The Merger Agreement provided that the board of directors of Business First (the “Board”) following the consummation of the Merger would be fixed at fourteen (14) directors and be comprised of ten of the then current directors of Business First to be designated by Business First and four current directors of Pedestal to be designated by Business First and Pedestal jointly. The Business First designees are Bob Greer, Jude Melville, Patrick Mockler, David Montgomery, Rolfe McCollister, Art Price, Andrew McLindon, Kenny Smith, John Graves and Steve White. The Pedestal designees are Mark Folse, JJ Buquet, Ricky Day and Vernon Johnson, each of which was appointed to the Board following as of the effective time of the merger. In connection therewith, each of Everett Stewart, David Laxton, Jack Byrd, Jerome Vascocu, Benny Alford, Bobby Yarborough and Dr. Fayez Shamieh resigned from and ceased serving as directors on the Board and any and all committees thereof as of the effective time of the merger.
In addition, Mark Folse, Pedestal’s President and Chief Executive Officer, was appointed as the Executive Vice President of b1Bank.
| Item 8.01 **** | Other Events. **** |
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On May 1, 2019, Business First issued the press release attached hereto as Exhibit 99.1 and incorporated herein by reference announcing the completion of its acquisition of Pedestal.
| Item 9.01 | Financial Statements and Exhibits . |
|---|
(a) Financial Statements of Businesses Acquired.
The financial statements required pursuant to this Item 9.01(a) in relation to the merger will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date by which this Current Report is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required pursuant to this Item 9.01(b) in relation to the merger will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date by which this Current Report is required to be filed.
(d) Exhibits
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.
| BUSINESS FIRST BANCSHARES, INC. | |
|---|---|
| By: | /s/ David R. Melville, III |
| Name: | David R. Melville, III |
| Title: | President and Chief Executive Officer |
Date: May 1, 2020
ex_183913.htm
Exhibit 99.1
| 500 Laurel Street<br> Baton Rouge, Louisiana 70801<br> P: 225-248-7600<br> F: 225-248-7650 | |
|---|---|
| FOR IMMEDIATE RELEASE | Misty Albrecht |
| --- | --- |
| May 1, 2020 | b1BANK |
| 225.286.7879 | |
| Misty.Albrecht@b1BANK.com |
Business First Bancshares, Inc. Completes Acquisition of Pedestal Bancshares, Inc.
Baton Rouge, LA – Business First Bancshares, Inc. (Business First) (NASDAQ: BFST), the holding company for b1BANK, has completed its acquisition of Pedestal Bancshares, Inc. (Pedestal) and its wholly owned bank subsidiary, Pedestal Bank. The acquisition became effective May 1, 2020, in accordance with the terms of the previously announced agreement.
“We are committed to being our regions’ bank of choice, come good times or bad” said Jude Melville, president and CEO of b1BANK. “This merger is a significant step towards that goal. We’re excited about the team growing and look forward to delivering to clients the same level of expertise and service they are accustomed to receiving from their bank, service that we know is particularly meaningful in this period of stress we together find ourselves making our way through.”
With the completion of the acquisition, b1BANK has approximately $4.1 billion in assets, $3.0 billion in loans and $3.3 billion in deposits (estimates include $0.4 billion of loans and deposits associated with the Small Business Administration Paycheck Protection Program). The bank’s locations will increase to 48 full-service banking centers across Louisiana and in the Dallas, Texas area. Mark Folse, the former President and CEO of Pedestal and Pedestal Bank, will relocate to Baton Rouge to join b1BANK’s executive team.
Raymond James & Associates, Inc. acted as financial advisor to Business First and Alston & Bird, LLP acted as legal advisor to Business First. Stephens Inc. acted as financial advisor to Pedestal and Fenimore, Kay, Harrison & Ford, LLP acted as legal advisor to Pedestal.
About Bu si ness First Bancshares, Inc.
Business First Bancshares, Inc., through its banking subsidiary b1BANK, formerly known as Business First Bank, operates 48 banking centers in markets across Louisiana and in the Dallas, Texas area. b1BANK provides commercial and personal banking, treasury management and wealth solutions services to small to midsize businesses and their owners and employees. Visit www.b1BANK.com for more information. Business First’s common stock is traded on the NASDAQ Global Select Market under the symbol “BFST.”
b1BANK.com
| 500 Laurel Street<br> Baton Rouge, Louisiana 70801<br> P: 225-248-7600<br> F: 225-248-7650 |
|---|
Special Note Regarding Forward-Looking Statements
Certain statements contained in this release may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “may,” “might,” “will,” “would,” “could” or “intend.” We caution you not to place undue reliance on the forward-looking statements contained in this news release, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of factors, including those factors specified in our Annual Report on Form 10-K and other public filings. Actual results will also be significantly impacted by the effects of the ongoing COVID-19 pandemic, including, among other effects: the impact of the public health crisis; the extent and duration of closures of businesses, including our branches, vendors and customers; the operation of financial markets; employment levels; market liquidity; the impact of various actions taken in response by the U.S. federal government, the Federal Reserve, other banking regulators, state and local governments; the adequacy of our allowance for loan losses in relation to potential losses in our loan portfolio; and the impact that all of these factors have on our borrowers, other customers, vendors and counterparties. We undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date of this news release.
Additional Information
For additional information on Business First, you may obtain Business First’s reports that are filed with the Securities and Exchange Commission (SEC) free of charge by using the SEC’s EDGAR service on the SEC’s website at www.sec.gov or by contacting the SEC for further information at 1-800-SEC-0330. Alternatively, these documents can be obtained free of charge from Business First by directing a request to: Business First Bancshares, Inc., 500 Laurel Street, Suite 100, Baton Rouge, Louisiana 70801, Attention: Corporate Secretary.
b1BANK.com