Equity Bancshares Inc 8-K, filed Oct 6, 2021
Equity Bancshares Inc (EQBK)
About this 8-K
Equity Bancshares Inc filed this 8-K on October 6, 2021, reporting on events of October 2, 2021.
Items reported
- Item 2.03: New debt or off-balance-sheet obligation
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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).
☐ 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.
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Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.
In connection with the completion of Equity Bancshares, Inc.’s (the “Company”) previously reported merger (the “Merger”) with American State Bancshares, Inc. (“ASB”) pursuant to the terms of the Agreement and Plan of Reorganization, dated May 14, 2021 (the “Agreement”), by and among the Company, Greyhounds Merger Sub, Inc., and ASB, the Company assumed ASB’s rights, title and obligations under the Indenture, dated as of September 15, 2005 (the “Indenture”), by and between ASB and the Wilmington Trust Company (the “Trustee”), pursuant to that certain First Supplemental Indenture, dated as of October 1, 2021 (the “Supplemental Indenture”), by and among the Company, ASB and the Trustee. ASB had issued $7,732,000 principal amount of its Floating Rate Junior Subordinated Deferrable Interest notes due 2035 under the Indenture. The transaction documents governing such securities, including the Supplemental Indenture and the Indenture, have not been filed herewith pursuant to Item 601(b)(4)(v) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”). The Company agrees to furnish a copy of such documents to the Securities and Exchange Commission upon request.
Item 5.02Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
In connection with the closing of the Merger, Leon Borck, the former Chairman and President of ASB, was appointed to the board of directors of the Company and the board of directors of Equity Bank effective October 2, 2021, in accordance with the terms of the Agreement.
Mr. Borck will participate in the Company’s standard compensation arrangements for non-employee directors as described in the Company’s definitive proxy statement relating to its 2021 Annual Meeting of Stockholders filed with the SEC on March 18, 2021. Mr. Borck will join the Company’s Risk Committee. Other than pursuant to the Agreement, there is no other arrangements or understandings between Mr. Borck and any other person pursuant to which he was selected as a director of the Company. Since the beginning of the last fiscal year, there have been no related party transactions between the Company and Mr. Borck that would be reportable under Item 404(a) of Regulation S-K.
Item 7.01Regulation FD Disclosure.
On October 4, 2021, the Company announced that it completed the Merger on October 1, 2021. The press release announcing the completion of the Merger is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
As provided in General Instruction B.2 to Form 8-K, the information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits. The following are exhibits to this Current Report on Form 8-K.
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Exhibit No. |
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data File |
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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.
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Equity Bancshares, Inc. |
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Date: October 6, 2021 |
By: /s/ Eric R. Newell |
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Eric R. Newell |
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Executive Vice President and Chief Financial Officer |
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Exhibit 99.1
Equity Bancshares, Inc.
PRESS RELEASE – 10/04/2021
Equity Bancshares, Inc. Completes Merger with American State Bank & Trust
Equity Bank franchise adds locations in Kansas, consolidates core and digital banking systems for customers
WICHITA, Kansas, October 4, 2021– Equity Bancshares, Inc. (NASDAQ: EQBK), (“Equity,” “we,” “us,” “our,” “the Company”), the Wichita-based holding company of Equity Bank, announced it has completed its merger with American State Bancshares, Inc. (“ASB”), the holding company of American State Bank & Trust Company in Wichita, Kansas, consolidating the core banking system and digital banking platform and completing local rebranding over the weekend.
“I’m thankful and appreciative of the diligent, focused, and collaborative efforts of our Equity Bank team, including our team members from American State Bank & Trust. We’re pleased to offer a brand that reflects our communities and our shared home of Kansas, and I’m pleased with the teams working together on one of the largest bank mergers in Kansas history,” said Brad Elliott, Chairman and CEO of Equity. “We continue to offer hometown banking expertise with sophisticated digital banking and commercial lending solutions, and we’ll continue to prioritize community service, innovation, integrity, and entrepreneurial spirit.”
Equity announced the merger with ASB on May 17, 2021. Following the completion of the merger, Equity now has approximately $5.0 billion in consolidated total assets and operates 67 locations in its four-state network in Kansas, Missouri, Arkansas and Oklahoma.
Equity’s Kansas franchise now includes seven full-service locations in the Wichita metropolitan area, including Augusta and Rose Hill, and former ASBT offices in Belleville, Concordia, Clyde, Garden City, Great Bend, Holcomb, Larned, Macksville, Salina and St. John. Equity Bank ranks seventh in deposit market share in the Wichita metropolitan statistical area, and seventh in deposit market share among financial institutions in Kansas, according to FDIC deposit data presented by S&P Global as of June 30, 2021.
The strategic combination with ASB brings Equity’s total to 18 since the Company’s foundation in 2002, including 10 following the Company’s initial public offering in November 2015. Equity completed the transaction, including receipt of all necessary regulatory and shareholder approvals, core systems consolidation, and rebranding, in just over 120 days.
“We’re pleased to work with leaders, bankers, and professionals committed to community banking and local leadership within our regions,” said Mr. Elliott. “Our Company will continue to evaluate strategic combination opportunities based on culture and fit and will continue to prioritize community service and remaining open, available, and in support of our customers.”
Third Quarter Results and Presentation
Equity will announce its quarterly results with a press release issued on October 19, 2021 after the market close. Chairman and CEO Brad Elliott and Chief Financial Officer Eric Newell will host a conference call and webcast on October 20, 2021 at 10 a.m. eastern time / 9 a.m. central time to discuss its quarterly earnings and results, including completion of its merger with ASB.
Participants may dial into the call toll-free at (844) 534-7311 from anywhere in the U.S. or (574) 990-1419 internationally, using conference ID no. 7698604. A replay of the call and webcast will be available two hours following the close of the call until October 27, 2021, accessible at (855) 859-2056 or investor.equitybank.com.
Equity Bancshares, Inc.
PRESS RELEASE – 10/4/2021
About Equity Bancshares, Inc.
Equity Bancshares, Inc. is the holding company for Equity Bank, offering a full range of financial solutions, including commercial loans, consumer banking, mortgage loans and treasury management services. Equity Bank is located throughout Kansas, Missouri, Arkansas and Oklahoma, including corporate headquarters in Wichita. Learn more at www.equitybank.com.
Equity seeks to provide an enhanced banking experience for customers by providing a suite of sophisticated banking products and services tailored to their needs, while delivering the high-quality, relationship-based customer service of a community bank. Equity’s common stock is traded on the NASDAQ Global Select Market under the symbol “EQBK.”
Special Note Concerning Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements reflect the current views of Equity’s management with respect to, among other things, future events and Equity’s financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “forecast,” “goal,” “target,” “would” and “outlook,” or the negative variations of those words or other comparable words of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about Equity’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond Equity’s control. Accordingly, Equity cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although Equity believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from Equity’s expectations include competition from other financial institutions and bank holding companies; the effects of and changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board; changes in the demand for loans; fluctuations in value of collateral and loan reserves; inflation, interest rate, market and monetary fluctuations; changes in consumer spending, borrowing and savings habits; and acquisitions and integration of acquired businesses, and similar variables. The foregoing list of factors is not exhaustive.
For discussion of these and other risks that may cause actual results to differ from expectations, please refer to “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in Equity’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 9, 2021, and any updates to those risk factors set forth in Equity’s subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. If one or more events related to these or other risks or uncertainties materialize, or if Equity’s underlying assumptions prove to be incorrect, actual results may differ materially from what Equity anticipates. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and Equity does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New risks and uncertainties arise from time to time, such as COVID-19, and it is not possible for us to predict those events or how they may affect us. In addition, Equity cannot assess the impact of each factor on Equity’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that Equity or persons acting on Equity’s behalf may issue.
Equity Bancshares, Inc.
PRESS RELEASE – 10/4/2021
Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
Investor Contact:
Chris Navratil
SVP, Finance
Equity Bancshares, Inc.
(316) 612-6014
cnavratil@equitybank.com
Media Contact:
John J. Hanley
SVP, Senior Director of Marketing
Equity Bancshares, Inc.
(913) 583-8004
jhanley@equitybank.com