8-K
ENTERPRISE FINANCIAL SERVICES CORP (EFSC)
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)
November 12, 2020
ENTERPRISE FINANCIAL SERVICES CORP
(Exact name of registrant as specified in its charter)
| Delaware | 001-15373 | 43-1706259 | |||||
|---|---|---|---|---|---|---|---|
| (State or Other Jurisdiction <br>of Incorporation) | (Commission <br>File Number) | (IRS Employer <br>Identification No.) | 150 N. Meramec Avenue, | St. Louis, | Missouri | 63105 | |
| --- | --- | --- | --- | ||||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
(314) 725-5500
| 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:
☐ 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 Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | EFSC | 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.
On November 12, 2020 (the “Closing Date”), Enterprise Financial Services Corp, a Delaware corporation (“Enterprise”), the holding company of Enterprise Bank & Trust, a Missouri state-chartered trust company with banking powers (“EB&T”), completed its previously-announced merger with Seacoast Commerce Banc Holdings, a California corporation (“Seacoast”), the holding company of Seacoast Commerce Bank, a California-chartered commercial bank (“Seacoast Bank”), pursuant to the terms of the Agreement and Plan of Merger, dated August 20, 2020 (the “Merger Agreement”), by and among Enterprise, EB&T, Seacoast and Seacoast Bank (the “Merger Agreement”). The merger of Seacoast with and into Enterprise, with Enterprise as the surviving institution (the “Merger”), will be effective as of 11:59 p.m. Eastern time on the Closing Date. The merger of Seacoast Bank with and into EB&T, with EB&T as the surviving institution, will be effective shortly following the Merger.
Pursuant to the terms of the Merger Agreement, as a result of the Merger, (1) each holder of Seacoast common stock (including shares of Seacoast common stock underlying Seacoast stock awards, but excluding any dissenting shares) has the right to receive 0.5061 (the “Exchange Ratio”) shares of Enterprise common stock (“Enterprise Common Stock”) for each Seacoast common share held immediately prior to the effective time of the Merger and cash in lieu of any fractional shares; and (2) each vested and unvested option to acquire shares of Seacoast common stock (a “Seacoast Option”) granted under any Seacoast benefit plan that was outstanding immediately prior to the effective time of the Merger was canceled and extinguished and exchanged for the right to receive (without interest) an amount of cash equal to the product of (i) the aggregate number of shares of Seacoast common stock issuable upon exercise of such Seacoast Option and (ii) the excess, if any, of (A) the product of (x) the Exchange Ratio and (y) the daily volume weighted average price of Enterprise’s common stock for the 20 consecutive trading days ending on the trading day immediately preceding the closing date of the Merger, over (B) the per-share exercise price of such Seacoast Option, less any applicable taxes required to be withheld with respect to such cash payment. Each outstanding share of Enterprise Common Stock remained outstanding and was unaffected by the Merger.
In connection with the Merger, Enterprise will issue approximately 5.0 million shares of Enterprise Common Stock valued at $33.56 per share, which was the closing price of Enterprise common stock on November 12, 2020. The value of the transaction consideration was approximately $169 million.
The foregoing description of the Merger and 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 Enterprise’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 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.
On November 12, 2020, in connection with the Merger and pursuant to the terms of the Merger Agreement and Enterprise’s Amended and Restated Bylaws, the Enterprise board of directors (the “Enterprise Board”) ratified and confirmed an increase in the number of directors from 12 to 13 and the appointment of Richard M. Sanborn, to serve as a director of Enterprise, effective as of the effective time of the Merger. Mr. Sanborn, who served as the President and Chief Executive Officer and a director of Seacoast and Seacoast Bank, will serve until Enterprise’s 2021 annual meeting of stockholders and until he or his respective successor is elected and qualified. Subject to the fiduciary duties of the Enterprise Board, Enterprise will nominate Mr. Sanborn for election to the Enterprise Board in the proxy statement relating to 2021 annual meeting of stockholders.
The Enterprise Board has not yet determined which committees of the Enterprise Board Mr. Sanborn will join.
Item 7.01 Regulation FD Disclosure.
On November 12, 2020, Enterprise issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, as amended, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release dated November 12, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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 thereunto duly authorized.
| ENTERPRISE FINANCIAL SERVICES CORP | |||
|---|---|---|---|
| Date: | November 12, 2020 | By: | /s/ Troy R. Dumlao |
| Troy R. Dumlao | |||
| Senior Vice President and Chief Accounting Officer |
Document
EXHIBIT 99.1
ENTERPRISE FINANCIAL SERVICES CORP ANNOUNCES COMPLETION OF MERGER WITH SEACOAST COMMERCE BANC HOLDINGS
November 12, 2020, ST. LOUIS, MO. — Enterprise Financial Services Corp (Nasdaq: EFSC) (“Enterprise”), the holding company of Enterprise Bank & Trust (“EB&T”), announced today the completion of its merger with Seacoast Commerce Banc Holdings (“Seacoast”), effective November 12, 2020, and the merger of EB&T with Seacoast’s wholly owned subsidiary, Seacoast Commerce Bank (“Seacoast Bank”). The merger adds approximately $1.3 billion in assets, $1.2 billion in loans and $1.0 billion in deposits to Enterprise. Following the merger, Enterprise will have approximately $9.7 billion in total assets.
“We are thrilled with the completion of the merger of our two organizations,” said Jim Lally, President and Chief Executive Officer of Enterprise. “The addition of one of the top SBA lenders in the nation complements our commercial and specialty lending verticals, while enhancing our funding profile with Seacoast’s deposit expertise in the property management, homeowners’ associations, and escrow services. We believe the acquisition of Seacoast will help us meet the needs of our customers while delivering continued shareholder value.”
The merger further enhances the geographic diversity of Enterprise’s footprint with Seacoast’s five full-service banking branches in California and Nevada. These locations will continue to operate under Seacoast’s existing systems until EB&T completes its systems integration, which is expected to be finalized in early-2021. Seacoast Bank customers then will have access to a broader suite of products and services, including a wide range of commercial and retail banking products.
Pursuant to the terms of the Agreement and Plan of Merger, dated August 20, 2020, by and among Enterprise, EB&T, Seacoast and Seacoast Bank, at the effective time of closing, each holder of Seacoast common stock received 0.5061 shares of Enterprise common stock for each Seacoast common share held and cash in lieu of fractional shares. The value of the total deal consideration was approximately $169 million.
In connection with the completion of the merger, one Seacoast director, Richard Sanborn, has joined Enterprise’s board of directors.
Advisers to the Transaction
Boenning & Scattergood, Inc. served as financial advisor to Enterprise, and Holland & Knight LLP served as legal counsel to Enterprise. Keefe, Bruyette & Woods, A Stifel Company served as financial advisor to Seacoast, and Sheppard, Mullin, Richter & Hampton LLP served as legal counsel to Seacoast.
About Enterprise Financial Services Corp:
Enterprise Financial Services Corp (Nasdaq: EFSC), with approximately $9.7 billion in assets, is a financial holding company headquartered in Clayton, Missouri. Enterprise Bank & Trust, a Missouri state-chartered trust company with banking powers and a wholly-owned subsidiary of Enterprise, operates 39 branch offices in Arizona, California, Kansas, Missouri, Nevada and New Mexico, and SBA loan and deposit production offices in Arizona, California, Colorado, Illinois, Indiana, Massachusetts, Michigan, Nevada, Ohio, Oregon, Texas, Utah and
Washington. Enterprise Bank & Trust offers a range of business and personal banking services and wealth management services. Enterprise Trust, a division of Enterprise Bank & Trust, provides financial planning, estate planning, investment management and trust services to businesses, individuals, institutions, retirement plans and non-profit organizations. Additional information is available at www.enterprisebank.com.
Enterprise Financial Services Corp’s common stock is traded on the Nasdaq Stock Market under the symbol “EFSC.” Please visit our website at www.enterprisebank.com to see our regularly posted material information.
Forward-Looking Statements
Certain statements contained in this press release may be considered forward-looking statements regarding Enterprise, including its wholly-owned subsidiary EB&T, and Enterprise’s acquisition of Seacoast and Seacoast Bank. These forward-looking statements may include: statements regarding the acquisition, statements regarding Enterprise’s plans, expectations and projections of future financial and operating results, as well as objectives, expectations or consequences of announced transactions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “pro forma” and other similar words and expressions. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those that Enterprise anticipated in its forward-looking statements and future results could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to: the possibility that expected benefits of the acquisition may not materialize in the timeframe expected or at all, or may be more costly to achieve; the outcome of any legal proceedings against Enterprise; that, after the completion of the acquisition, Enterprise’s businesses may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies; reputational risks and the reaction of the companies’ employees or customers to the transaction; diversion of management time on acquisition-related issues; that the COVID-19 pandemic, including uncertainty and volatility in financial, commodities and other markets, and disruptions to banking and other financial activity, could harm Enterprise’s business, financial position and results of operations, and could adversely affect the anticipated benefits of the acquisition; and those factors and risks referenced from time to time in Enterprise’s filings with the Securities and Exchange Commission (the “SEC”), including in Enterprise’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2020, June 30, 2020 and September 30, 2020, and its other filings with the SEC. For any forward-looking statements made in this press release or in any documents, Enterprise claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Except to the extent required by applicable law or regulation, Enterprise disclaims any obligation to revise or publicly release any revision or update to any of the forward-looking statements included herein to reflect events or circumstances that occur after the date on which such statements were made.
For more information please contact:
Investor inquiries:
Keene Turner, Executive Vice President and Chief Financial Officer
(314) 512-7233
Media inquiries:
Karen Loiterstein, Senior Vice President, Marketing
(314) 512-7141
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