8-K

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 20, 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 5.07 Submission of Matters to a Vote of Security Holders.

On July 20, 2021, Enterprise Financial Services Corp, a Delaware corporation, or Enterprise, held a special meeting of its stockholders, or the Enterprise special meeting, to consider and vote upon (i) (A) the Agreement and Plan of Merger, dated April 26, 2021, by and among Enterprise, Enterprise Bank & Trust, or EB&T, First Choice Bancorp, or First Choice, and First Choice Bank, or FCB, or the merger agreement, pursuant to which First Choice will merge with and into Enterprise, or the merger, and FCB will subsequently merge with and into EB&T, with Enterprise and EB&T as the surviving entities, and (B) the merger, including the issuance of shares of Enterprise’s common stock to the holders of First Choice common stock pursuant to the merger agreement, or the Enterprise merger and share issuance proposal, (ii) an amendment to Enterprise’s certificate of incorporation to increase the number of authorized shares of Enterprise common stock from 45,000,000 shares to 75,000,000, or the Enterprise charter amendment proposal, and (iii) a proposal to adjourn or postpone the Enterprise special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Enterprise merger and share issuance proposal and/or the Enterprise charter amendment proposal, or the Enterprise adjournment proposal.

On June 1, 2021, the record date for the Enterprise special meeting, there were 31,247,366 shares of the Enterprise common stock outstanding and entitled to vote. Stockholders holding 26,734,352 shares of Enterprise common stock were present at the Enterprise special meeting or represented by proxy.

The following are the final voting results of the Enterprise special meeting:

1.The stockholders of Enterprise approved the Enterprise merger and share issuance proposal by the following vote:

Votes For	Votes Against	Abstain	Broker Non-Votes
24,502,816	236,272	37,739	1,957,525

2.    The stockholders of Enterprise approved the Enterprise charter amendment proposal by the following vote:

Votes For	Votes Against	Abstain	Broker Non-Votes
25,880,797	809,363	44,192	N/A

3.    The stockholders of Enterprise approved the Enterprise adjournment proposal by the following vote*:

Votes For	Votes Against	Abstain	Broker Non-Votes
24,857,058	1,772,924	104,370	N/A

*No adjournment occurred

Item 7.01 Regulation FD Disclosure.

On July 20, 2021, Enterprise issued a press release announcing that, at the Enterprise special meeting, its stockholders approved the Enterprise merger and share issuance proposal and, as previously announced by First Choice, that First Choice’s shareholders approved the merger agreement and the transactions contemplated thereby at a special meeting of First Choice’s shareholders held on July 19, 2021. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

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 July 20, 2021

104        The cover page of this Current Report on Form 8-K, formatted in Inline XBRL

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 20, 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 RECEIPT OF STOCKHOLDER APPROVAL FOR ACQUISITION OF FIRST CHOICE BANCORP

July 20, 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 that, at a special meeting of EFSC’s stockholders held on July 20, 2021, EFSC received stockholder approval for the proposed merger (the “Merger”) with First Choice Bancorp (“FCBP”), pursuant to the terms and subject to the conditions of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 26, 2021, by and among EFSC, EB&T, FCBP and First Choice Bank (“First Choice”), including the issuance of shares of EFSC’s common stock to holders of FCBP common stock in connection with the Merger. As previously announced by FCBP, FCBP’s shareholders approved the Merger Agreement and the transactions contemplated thereby at a special meeting of FCBP’s shareholders held on July 19, 2021. The closing of the Merger remains subject to the satisfaction of certain customary closing conditions.

About Enterprise Financial Services Corp

Enterprise Financial Services Corp (Nasdaq: EFSC), with approximately $10.2 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 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 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 proposed acquisition of FCBP and First Choice. These forward-looking statements may include: statements regarding the acquisition, the consideration payable in connection with the acquisition, and the ability of the parties to consummate the acquisition. 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; that the acquisition may not be timely completed, if at all; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive transaction agreement; the outcome of any legal proceedings that may be instituted against EFSC or FCBP; that prior to the completion of the acquisition or thereafter, 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; that closing conditions are not satisfied in a timely manner or at all; 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 and FCBP’s business, financial position and results of operations, and could adversely affect the timing and anticipated benefits of the proposed 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