BY 8-K
Byline Bancorp, Inc. (BY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective July 1, 2023, following the recommendation by its Governance and Nominating Committee, the Board of Directors of each of Byline Bancorp, Inc. (“Byline” or the “Company”) and Byline Bank appointed Pamela C. Stewart, age 66, as a Director of Byline and Byline Bank.
Ms. Stewart’s appointment is pursuant to the terms of the Agreement and Plan of Merger entered into by and among the Company, Butterfield Acquisition Corporation and Inland Bancorp, Inc. (“Inland”) dated as of November 30, 2022, and the other agreements between the parties entered into in connection therewith (collectively, the “Merger Agreement”) regarding the acquisition of Inland by the Company (the “Transaction”). As previously disclosed, in connection with the Transaction, the Company agreed to appoint one person, mutually agreed upon by both Inland and the Company, as a director of the board of directors of each of the Company and Byline Bank to serve a one-year term expiring at the Company’s and the Bank’s annual meeting of stockholders to be held in 2024, and to re-nominate such person as a director for a one-year term at the Company’s and the Bank’s annual meeting of stockholders to be held in 2024; provided that, Inland’s largest shareholder prior to the Transaction, Mr. Daniel L. Goodwin, continues to beneficially own at least five percent (5%) of the outstanding shares of the Company’s common stock during such time.
Ms. Stewart is the Senior Vice President and Director of Asset Management for Inland National Development Company LLC, where she actively manages and provides operational and budgetary analysis and oversight for a diverse set of multi-million-dollar commercial real estate assets. Her professional career encompasses leadership positions in relevant companies, such as Duracell USA, The Pillsbury Company and The Sara Lee Corporation. Ms. Stewart received her Bachelor of Science degree in business administration from Roosevelt University. In addition, she is a licensed real estate managing broker, a member of the International Council of Shopping Centers and the Chicago Association of Realtors.
There are no family relationships between Ms. Stewart and any other director or executive officer of the Company or Byline Bank nor are there any transactions between Ms. Stewart or any member of her immediate family and the Company or any of its subsidiaries that would be reportable as a related party transaction under the rules of the Securities and Exchange Commission. Further, other than pursuant to the terms of the Merger Agreement, there is no arrangement or understanding between Ms. Stewart and any other persons or entities pursuant to which Ms. Stewart was appointed as a director of the Company and Byline Bank.
Upon her appointment to the Boards, Ms. Stewart is generally entitled as a non-employee director to participate in the Byline Bancorp, Inc. Director Compensation Program. As such, for 2023, Ms. Stewart is entitled to receive a prorated portion of the annual director retainer of $100,000 and reimbursement of reasonable and substantiated out-of-pocket expenses incurred in connection with the performance of her duties as director. The Board committees to which Ms. Stewart will be appointed have not yet been determined.
The Company’s press release announcing Ms. Stewart's appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7.01. |
Regulation FD Disclosure. |
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On July 3, 2023, Byline issued a press release announcing the completion of its previously announced merger with Inland, and its wholly owned bank subsidiary, Inland Bank and Trust. As a result of the transaction, effective July 1, 2023, Inland Bank and Trust was merged with and into Byline Bank. The Transaction brings Byline’s total assets to approximately $8.7 billion, based on information as March 31, 2023.
Under the terms of the Merger Agreement, each share of Inland Bancorp’s common stock was converted into the right to receive 0.19 shares of Byline common stock and $0.68 in cash. The value of the total merger consideration at closing was approximately $129.0 million. A copy of the press release relating to the closing of the Transaction is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information furnished pursuant to this Item 7.01 (including Exhibit 99.1 hereto) is being furnished and shall not be deemed “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing by Byline under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing. The furnishing of information pursuant to this Item 7.01 will not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely by Regulation FD.
Item 9.01. |
Financial Statements and Exhibits. |
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(d) Exhibits.
Exhibit No. |
Description |
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99.1 |
Press Release dated July 3, 2023 |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BYLINE BANCORP, INC. |
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Date: July 3, 2023 |
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By: |
/s/ Robert R. Herencia |
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Name: |
Roberto R. Herencia |
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Title: |
Executive Chairman and CEO |
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Byline Bancorp, Inc. Completes the Merger with Inland Bancorp, Inc.
Chicago, IL, July 3, 2023 – Byline Bancorp, Inc. (“Byline”) (NYSE: BY), the parent company of Byline Bank, announced today that it has completed its merger with Inland Bancorp, Inc. (“Inland Bancorp”) and its wholly owned bank subsidiary, Inland Bank and Trust. As a result of the transaction, effective July 1, 2023, Inland Bank and Trust merged with and into Byline Bank. The transaction brings Byline’s total assets to approximately $8.7 billion, based on information as of March 31, 2023.
Roberto R. Herencia, Executive Chairman and Chief Executive Officer of Byline Bancorp, Inc., stated, “We are pleased to welcome Inland Bank and Trust customers, colleagues and stockholders to Byline. The closing of this transaction brings together two premier Chicago banks and their teams who are focused on putting customers first.”
“Inland Bank and Trust is a customer-focused franchise with an outstanding reputation for service excellence and deep customer relationships in this important market. We believe this transaction creates a great opportunity to grow our presence and expand our position in Chicagoland by complementing Inland’s strengths with Byline’s capabilities and breadth of product and service offerings,” said Alberto J. Paracchini, President of Byline Bancorp, Inc.
Under the terms of the merger agreement, each share of Inland Bancorp’s common stock was converted into the right to receive 0.19 shares of Byline common stock and $0.68 in cash. The value of the total merger consideration at closing was approximately $129.0 million.
Also in connection with the closing of the transaction, Pamela C. Stewart, Senior Vice President and Director of Asset Management for Inland National Development Company LLC, was appointed to the Board of Directors of Byline Bancorp and Byline Bank, effective as of July 1, 2023.
“We are thrilled to welcome Pam as a new director and leverage her significant expertise in leadership, real estate, and finance, as we continue to grow,” Mr. Herencia said. “Adding Pam to our board is another step in our commitment to building diverse, high-performing teams at all levels that reflect our core values of diversity and inclusion - and make our company stronger.”
About Pamela C. Stewart
Ms. Stewart is the Senior Vice President and Director of Asset Management for Inland National Development Company LLC, where she actively manages and provides operational and budgetary analysis and oversight for a diverse set of multi-million-dollar commercial real estate assets. Her professional career encompasses leadership positions in relevant companies, such as Duracell USA, The Pillsbury Company and The Sara Lee Corporation. Ms. Stewart received her Bachelor of Science degree in business administration from Roosevelt University. In addition, she is a licensed real estate managing broker, a member of the International Council of Shopping Centers and the Chicago Association of Realtors.
About Byline Bancorp, Inc.
Headquartered in Chicago, Byline Bancorp, Inc. is the parent company of Byline Bank, a full service commercial bank serving small- and medium-sized businesses, financial sponsors, and consumers. Byline Bank has approximately $8.7 billion in assets and operates more than 40 full service branch locations throughout the Chicago and Milwaukee metropolitan areas. Byline Bank offers a broad range of commercial and retail banking products and services including small ticket equipment leasing solutions and is one of the top Small Business Administration lenders in the United States.
Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements about Byline’s expectations, beliefs, plans, strategies, predictions, forecasts, objectives or assumptions of future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “believes,” “expects,” “can,” “could,” “may,” “predicts,” “potential,” “opportunity,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “seeks,” “intends” and similar words or phrases. Accordingly, these statements involve estimates, known and unknown risks, assumptions and uncertainties that could cause actual strategies, actions or results to differ materially from those expressed in them, and are not guarantees of timing, future results or other events or performance. Because forward-looking statements are necessarily only estimates of future strategies, actions or results, based on management’s current expectations, assumptions and estimates on the date hereof, and there can be no assurance that actual strategies, actions or results will not differ materially from expectations, readers are cautioned not to place undue reliance on such statements. Factors that may cause such a difference include, but are not limited to, the reaction to the transaction of the companies’ customers, employees and counterparties; customer disintermediation; inflation; expected synergies, cost savings and other financial benefits of the transaction might not be realized within the expected timeframes or might be less than projected; credit and interest rate risks associated with Byline’s and Inland Bancorp, Inc.’s respective businesses, customers, borrowings, repayment, investment, and deposit practices; fluctuations in deposits; general economic conditions, either nationally or in the market areas in which Byline and Inland Bancorp, Inc. operate or anticipate doing business, are less favorable than expected; new regulatory or legal requirements or obligations; and other risks. Certain risks and important factors that could affect Byline’s future results are identified in its Annual Report on Form 10-K for the year ended December 31, 2022 and other reports filed by Byline with the Securities and Exchange Commission, including among other things under the heading “Risk Factors” in such Annual Report on Form 10-K. Any forward-looking statement speaks only as of the date on which it is made, and Byline undertakes no obligation to update any forward-looking statement, whether to reflect events or circumstances after the date on which the statement is made, to reflect new information or the occurrence of unanticipated events, or otherwise.
Contacts For Byline Bancorp, Inc.:
Investors: |
Media: |
Brooks Rennie |
Erin O’Neill |
Investor Relations Director |
Marketing Director |
Byline Bank |
Byline Bank |
(312) 660-5805 |
(773) 475-2901 |
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