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):
July 21, 2021
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 July 21, 2021, or the closing date, Enterprise Financial Services Corp, a Delaware corporation, or Enterprise, the holding company of Enterprise Bank & Trust, a Missouri state-chartered trust company with banking powers, or EB&T, closed its previously-announced transaction with First Choice Bancorp, a California corporation, or First Choice, the holding company of First Choice Bank, a California chartered commercial bank, or FCB, pursuant to the terms of the Agreement and Plan of Merger, or the merger agreement, dated April 26, 2021, by and among Enterprise, EB&T, First Choice and FCB. The merger of First Choice with and into Enterprise, with Enterprise as the surviving institution, which is referred to as the merger, will be effective as of 11:59 p.m. Eastern time on the closing date. The merger of FCB 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 share of First Choice common stock has been cancelled in exchange for the right to receive 0.6603, which is referred to as the exchange ratio, shares of Enterprise common stock, as well as cash in lieu of fractional shares of Enterprise common stock;
(2) (a) each unvested option to acquire shares of First Choice common stock, or First Choice option, vested or was forfeited, as the case may be, pursuant to the terms of the First Choice benefit plan and/or award agreement, and (b) each vested and outstanding First Choice option granted under any First Choice benefit plan and/or award agreement 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 First Choice common stock issuable upon exercise of such First Choice 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 First Choice option, less any applicable taxes required to be withheld with respect to such cash payment; and
(3) each award of First Choice restricted stock units and other stock-based awards granted by First Choice that was unsettled or unvested was vested or cancelled, as the case may be, pursuant to the terms of the applicable First Choice benefit plan and/or award agreement.
Each outstanding share of Enterprise common stock remained outstanding and was unaffected by the merger.
In connection with the merger, Enterprise will issue approximately 7.8 million shares of Enterprise common stock valued at $44.01 per share, which was the closing price of Enterprise common stock on July 21, 2021. The value of the transaction consideration was approximately $346 million which includes approximately $2.1 million payable to holders of First Choice options.
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, or the SEC, on April 26, 2021 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 July 21, 2021, 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, or the Enterprise board,
ratified and confirmed an increase in the number of directors from 12 to 13 and the appointment of Peter Hui, to serve as a director of Enterprise, effective as of the effective time of the merger. In connection with Mr. Hui’s appointment to the Enterprise board, Mr. Hui will receive an annual $75,000 retainer for joining the Enterprise board, for which Mr. Hui has elected to receive 100% of such payment in Enterprise stock.
The Enterprise board has not yet determined which committees of the Enterprise board Mr. Hui will join.
Item 7.01 Regulation FD Disclosure.
On July 21, 2021, 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.
(a) Financial statements of businesses acquired.
The audited consolidated balance sheets of First Choice as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows of First Choice for the years ended December 31, 2020 and 2019, and the notes related thereto and the report of independent registered public accounting firm, were previously reported in, or incorporated by reference into, Amendment No. 1 to the Registration Statement on Form S-4, File No. 333-256265, as filed by Enterprise with the SEC on June 2, 2021 and declared effective on June 4, 2021, or the registration statement.
The unaudited consolidated balance sheets of First Choice as of March 31, 2021 and 2020, the related unaudited consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows of First Choice for the three-month periods ended March 31, 2021 and 2020 and the related notes thereto were previously reported in, or incorporated by reference into, the registration statement.
(b) Pro forma financial information.
The unaudited pro forma combined consolidated statement of financial condition as of March 31, 2021 of Enterprise and First Choice and the unaudited pro forma combined consolidated statements of income for the year ended December 31, 2020 and the quarter ended March 31, 2021 of Enterprise and First Choice were previously included in the registration statement under the heading “Unaudited Pro Forma Condensed Combined Financial Statements.”
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release dated July 21, 2021.
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: | July 21, 2021 | 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 FIRST CHOICE BANCORP
July 21, 2021, ST. LOUIS, MO. — Enterprise Financial Services Corp (Nasdaq: EFSC) (the “Company,” “EFSC,” or “Enterprise”), the holding company of Enterprise Bank & Trust (“EB&T”), announced today the completion of its merger with First Choice Bancorp (“FCBP”), with Enterprise as the surviving institution, effective as of 11:59 p.m. Eastern time on July 21, 2021. The merger of EB&T and FCBP’s wholly owned subsidiary, First Choice Bank (“First Choice”), will be effective shortly thereafter. The merger adds approximately $2.4 billion in assets, $2.0 billion in loans and $1.9 billion in deposits to Enterprise. Following the merger, Enterprise will have approximately $12.7 billion in total assets.
The merger further enhances the geographic diversity of Enterprise’s footprint with FCBP’s eight full-service branches in California. These locations will continue to operate under FCBP’s existing systems until EB&T completes its systems integration, which is expected to be finalized in the fourth quarter of 2021. First Choice 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 April 26, 2021, by and among Enterprise, EB&T, FCBP and First Choice, at the effective time of closing, each share of FCBP common stock was cancelled in exchange for the right to receive 0.6603 shares of Enterprise common stock and cash in lieu of fractional shares. The value of the total deal consideration was approximately $346 million.
In connection with the completion of the merger, one FCBP director, Peter Hui, 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. Keefe, Bruyette & Woods, A Stifel Company, served as financial advisor to FCBP and Duane Morris LLP served as legal counsel.
About Enterprise Financial Services Corp
Enterprise Financial Services Corp (Nasdaq: EFSC), with approximately $12.7 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 EFSC, operates 47 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 at June 30, 2021. 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 FCBP and First Choice. 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 EFSC 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 that may be instituted against EFSC; that after the completion of the acquisition, EFSC’s and FCBP’s respective 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 EFSC’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 EFSC’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including in its Annual
Report on Form 10-K for the fiscal year ended December 31, 2020, and its other filings with the SEC. For any forward-looking statements made in this press release or in any documents, EFSC 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, EFSC 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:
Steve Richardson, Vice President
(314) 512-7183