First Busey Corp S-3ASR, filed Sep 21, 2023

First Busey Corp (BUSE)

S-3ASR 2023-09-21

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	Large accelerated filer ☒			Accelerated filer ☐			Non-accelerated filer ☐ (Do not check if a smaller reporting company)			Smaller reporting company ☐
										Emerging Growth Company ☐

	ABOUT THIS PROSPECTUS					1
	RISK FACTORS					1
	FIRST BUSEY CORPORATION					2
	USE OF PROCEEDS					3
	DESCRIPTION OF CAPITAL STOCK					4
	DESCRIPTION OF DEBT SECURITIES					8
	DESCRIPTION OF WARRANTS					16
	DESCRIPTION OF SUBSCRIPTION RIGHTS					16
	DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS					17
	DESCRIPTION OF UNITS					18
	DESCRIPTION OF DEPOSITARY SHARES					18
	PLAN OF DISTRIBUTION					20
	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS					22
	WHERE YOU CAN FIND ADDITIONAL INFORMATION					23
	DOCUMENTS INCORPORATED BY REFERENCE					23
	LEGAL MATTERS					24
	EXPERTS					24

	Approximate Amount
SEC Registration Fee		$	*
Accounting Fees and Expenses			**
Legal Fees and Expenses			**
Transfer Agent and Registrar Fees			**
Printing and Mailing Fees			**
Miscellaneous			**
Total		$	**

	Exhibit Number			Description
	1.1*			Form of Underwriting Agreement.
	3.1			Amended and Restated Articles of Incorporation of First Busey Corporation, together with: (i) the Certificate of Amendment to Articles of Incorporation, dated July 31, 2007; (ii) the Certificate of Amendment to Articles of Incorporation, dated December 3, 2009; (iii) the Certificate of Amendment to Articles of Incorporation, dated May 21, 2010; and (iv) the Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209, dated September 8, 2015 (filed as Exhibit 3.1 to First Busey’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the Commission on November 6, 2015 (Commission No. 0-15950), and incorporated herein by reference).
	3.2			Certificate of Amendment to Articles of Incorporation, dated May 22, 2020 (filed as Exhibit 4.2 to First Busey’s Form S-8, filed with the SEC on May 29, 2020 (Commission File 333-238782), and incorporated herein by reference).
	3.3			First Busey Corporation Amended and Restated By-Laws (filed as Exhibit 3.1 to First Busey’s Form 8-K dated November 18, 2008, filed with the SEC on November 24, 2008 (Commission File No. 0-15950), and incorporated herein by reference).
	4.1*			Form of certificate of designations for issuance of preferred stock, $0.001 par value per share.
	4.2			Description of First Busey Corporation’s securities (incorporated by reference to Exhibit 4.2 of the Company’s Annual Report on Form 10-K for the period ended December 31, 2020).
	4.3			Indenture, dated as of May 25, 2017, between the Company and U.S. Bank Trust Company, National Association (filed as Exhibit 4.1 to First Busey’s Form 8-K dated May 25, 2017, filed with the SEC on May 25, 2017 (Commission File No. 0-15950), and incorporated herein by reference).
	4.4			First Supplemental Indenture, dated as of May 25, 2017, between the Company and U.S. Bank Trust Company, National Association (filed as Exhibit 4.2 to First Busey’s Form 8-K dated May 25, 2017, filed with the SEC on May 25, 2017 (Commission File No. 0-15950), and incorporated herein by reference).
	4.5			Second Supplemental Indenture, dated as of May 25, 2017, between the Company and U.S. Bank Trust Company, National Association (filed as Exhibit 4.3 to First Busey’s Form 8-K dated May 25, 2017, filed with the SEC on May 25, 2017 (Commission File No. 0-15950), and incorporated herein by reference).
	4.6			Third Supplemental Indenture, dated as of June 1, 2020, between the Company and U.S. Bank Trust Company, National Association (filed as Exhibit 4.2 to First Busey’s Form 8-K dated May 28, 2020, filed with the SEC on June 1, 2020 (Commission File 0-15950), and incorporated herein by reference).
	4.7			Fourth Supplemental Indenture, dated as of June 2, 2022, between the Company and U.S. Bank Trust Company, National Association (filed as Exhibit 4.2 to First Busey’s Form 8-K dated June 2, 2022, filed with the SEC on June 3, 2022 (Commission File 0-15950), and incorporated herein by reference).
	4.8*			Form of senior debt security.

	Exhibit Number			Description
	4.9*			Form of subordinated debt security.
	4.10*			Form of debt warrant agreement (including debt warrant certificate).
	4.11*			Form of preferred stock warrant agreement (including preferred stock warrant certificate).
	4.12*			Form of common stock warrant agreement (including common stock warrant certificate).
	4.13*			Form of subscription certificate.
	4.14*			Form of subscription agent agreement.
	4.15*			Form of unit agreement (including unit certificate).
	4.16*			Form of depositary agreement (including depositary receipt).
	4.17*			Form of common stock certificate.
	4.18*			Form of preferred stock certificate.
	5.1			Opinion of Barack Ferrazzano Kirschbaum & Nagelberg LLP (including consent).
	23.1			Consent of RSM US LLP.
	23.2			Consent of Barack Ferrazzano Kirschbaum & Nagelberg LLP (included in Exhibit 5.1).
	24.1			Power of attorney (included in the signature page to the registration statement).
	25.1			Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust Company, National Association, as Trustee, on Form T-1.
	107.1			Filing fee table.

Signature	Title	Date
/s/ Van A. Dukeman Van A. Dukeman	Chairman, President and Chief Executive Officer (principal executive officer)	September 21, 2023
/s/ Jeffrey D. Jones Jeffrey D. Jones	Executive Vice President and Chief Financial Officer (principal financial officer)	September 21, 2023
/s/ Scott A. Phillips Scott A. Phillips	Senior Vice President and Corporate Controller (principal accounting officer)	September 21, 2023
/s/ Gregory B. Lykins Gregory B. Lykins	Vice Chairman	September 21, 2023
/s/ Samuel P. Banks Samuel P. Banks	Director	September 21, 2023
/s/ George Barr George Barr	Director	September 21, 2023
/s/ Stanley J. Bradshaw Stanley J. Bradshaw	Director	September 21, 2023
/s/ Michael D. Cassens Michael D. Cassens	Director	September 21, 2023
/s/ Karen M. Jensen Karen M. Jensen	Director	September 21, 2023
/s/ Frederic L. Kenney Frederic L. Kenney	Director	September 21, 2023
/s/ Stephen V. King Stephen V. King	Director	September 21, 2023
/s/ Cassandra R. Sanford Cassandra R. Sanford	Director	September 21, 2023

		Very truly yours,

		/s/ Barack Ferrazzano Kirschbaum & Nagelberg LLP

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Nevada	37-1078406
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

100 W. University Avenue Champaign, Illinois	61820
(Address of Principal Executive Offices)	(Zip Code)

	06/30/2023
Assets
Cash and Balances Due From Depository Institutions	$	876,858
Securities		4,335
Federal Funds		0
Loans & Lease Financing Receivables		0
Fixed Assets		1,727
Intangible Assets		579,801
Other Assets		144,570
Total Assets	$	1,607,291

Liabilities
Deposits	$	0
Fed Funds		0
Treasury Demand Notes		0
Trading Liabilities		0
Other Borrowed Money		0
Acceptances		0
Subordinated Notes and Debentures		0
Other Liabilities		82,010
Total Liabilities	$	82,010

Equity
Common and Preferred Stock		200
Surplus		1,171,635
Undivided Profits		353,446
Minority Interest in Subsidiaries		0
Total Equity Capital	$	1,525,281

Total Liabilities and Equity Capital	$	1,607,291

	By:	/s/ Linda Garcia
		Linda Garcia
		Vice President

	By:	/s/ Linda Garcia
		Linda Garcia
		Vice President