8-K
Central Plains Bancshares, Inc. (CPBI)
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): October 16, 2023
CENTRAL PLAINS BANCSHARES, INC.
(Exact Name of Registrant as Specified in Charter)
| Maryland | 333-272636 | 93-2239246 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File No.) | (I.R.S. Employer<br><br> Identification No.) |
| 221 South Locust Street, Grand Island, Nebraska | 68801 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (308) 382-4000
Not Applicable
(Former name or former address, if changed since last report)
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) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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:
| Title of each class | Trading<br><br> <br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| None |
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 8.01 Other Events
On October 16, 2023, Home Federal Savings and Loan Association of Grand Island (the “Bank”) announced the expected closing date of the Bank’s mutual-to-stock conversion and related stock offering of Central Plains Bancshares, Inc.
A copy of the press releases is attached as Exhibit 99.1 to this current report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
99.1 Press Release dated October 16, 2023
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.
| CENTRAL PLAINS BANCSHARES, INC. | ||
|---|---|---|
| DATE: October 17, 2023 | By: | /s/ Steven D. Kunzman |
| Steven D. Kunzman | ||
| Chairman of the Board, President and<br><br> <br>Chief Executive Officer |
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact:
Steven D. Kunzman
Chairman of the Board, President
and Chief Executive Officer
(308) 382-4000
Central Plains Bancshares, Inc. Announces Expected Closing Date of
Initial Public Offering
Grand Island, NE; October 16, 2023 – Central Plains Bancshares, Inc. (the “Company”), the proposed holding company for Home Federal Savings and Loan Association of Grand Island, which operates under the name “Home Federal Bank” (the “Bank”), announced today that all final regulatory approvals have been received to complete the Bank’s conversion from the mutual form of organization to the stock form of organization and the Company’s related stock offering. The Bank’s members approved the transaction at a Special Meeting of Members held on September 28, 2023.
The transaction is expected to close on October 19, 2023. The Company’s common stock is expected to begin trading on the Nasdaq Capital Market under the symbol “CPBI” beginning on October 20, 2023.
The Company expects to sell 4,130,815 shares of common stock, which includes 330,465 shares to be sold to the Bank’s Employee Stock Ownership Plan, and is between the maximum of the offering range and the adjusted maximum of the offering range as disclosed in the Company’s Prospectus dated August 14, 2023. Gross offering proceeds (before deducting offering expenses) are expected to total approximately $41.3 million based on the offering price of $10.00 per share. The Company expects to have 4,130,815 shares of common stock issued and outstanding upon the closing of the transaction.
All valid stock orders received in the subscription offering are expected to be filled according to the purchase limitations disclosed in the Company’s Prospectus dated August 14, 2023. No shares of stock were sold in a community offering. Subscribers wishing to confirm their stock orders may do so by contacting the Stock Information Center at 1-(844) 265-9679. The Stock Information Center is open between 9:00 a.m. and 3:00 p.m., Central time, Monday through Friday, except on bank holidays. Subscribers may also confirm their stock orders online at https://allocations.kbw.com.
The Company’s transfer agent, Continental Stock Transfer & Trust Company, plans to mail Direct Registration System (“DRS”) Book-Entry statements for the shares purchased in the stock offering, and interest checks, on or about October 20, 2023.
Keefe, Bruyette & Woods, Inc., A Stifel Company acted as marketing agent for the Company in connection with the stock offering. Luse Gorman, PC serves as legal counsel to the
Company and the Bank. Kilpatrick Townsend & Stockton LLP served as legal counsel to Keefe, Bruyette & Woods, Inc. in connection with the stock offering.
About Home Federal Savings and Loan Association of Grand Island
Originally chartered in 1935, Home Federal Savings and Loan Association of Grand Island, which operates under the name “Home Federal Bank,” is a federally-chartered mutual savings association headquartered in Grand Island, Nebraska. The Bank conducts its operations from the main office in Grand Island, Nebraska, six branch offices located in Grand Island, Hastings, Holdrege, Lexington and Superior, Nebraska, a drive-up facility in Grand Island, Nebraska and a loan production office in Lincoln, Nebraska
.
Special Notice Regarding Common Stock
The shares of common stock are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.
Disclosures Concerning Forward Looking Statements
This press release contains certain forward-looking statements about the conversion and stock offering. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or words of similar import. Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected results include delays in closing the conversion and stock offering; possible unforeseen delays in delivering DRS Book-Entry statements or interest checks; and/or delays in the start of trading due to market disruptions or otherwise.