Firstsun Capital Bancorp 8-K, filed Apr 1, 2022
Firstsun Capital Bancorp (FSUN)
8-K
2022-04-01
For: 2022-04-01
View Original
Added on
April 12, 2026
About this 8-K
Firstsun Capital Bancorp filed this 8-K on April 1, 2022.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.01: Completed an acquisition or sale of assets
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): April 1, 2022
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices and zip code)
(303 ) 831-6704
(Registrant's telephone number, including area code)
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: none | ||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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. ☐
INTRODUCTORY NOTE
On April 1, 2022, FirstSun Capital Bancorp (“FirstSun”) completed its previously announced merger with Pioneer Bancshares, Inc. (Pioneer”), pursuant to the Agreement and Plan of Merger, dated as of May 11, 2021, as amended (the “Merger Agreement”).
Item 1.01 Entry into a Material Definitive Agreement.
Amendment No. 2 to the Stockholders’ Agreement
FirstSun is party to a Stockholders’ Agreement with its stockholders dated as of June 19, 2017, as amended. In connection with the Merger (as defined in Item 2.01 of this Current Report on Form 8-K) and pursuant to the terms of the Merger Agreement, the Stockholders’ Agreement was amended, as of the effective time of the Merger (the “Effective Time”) to, among other things, increase the size of the FirstSun board of directors (the “Board”) from eight to ten members. In addition, JLL/FCH Holdings I, LLC (“JLL”), Pioneer’s largest former shareholder, became a party to the agreement, and is designated as a Significant Stockholder under the agreement and has the right to designate one nominee, as a Class II director, to the Board. FirstSun and Pioneer have also mutually agreed to designate one nominee who previously served on the Pioneer board of directors to the Board, who will be a Class I director. Item 5.02 of this Current Report on Form 8-K identifies the director designated by JLL and the director mutually designated by FirstSun and Pioneer.
In addition to JLL’s board designation right, Significant Stockholders have additional rights and obligations under the Stockholders’ Agreement, as amended. Other than JLL, no other Pioneer shareholder became a party to the Stockholders’ Agreement as a result of the Merger. For a description of the Stockholders’ Agreement, as amended, see Item 13, “Certain Relationships and Related Transactions, and Director Independence” beginning on page 148 of our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 25, 2022 (the “Annual Report”) under the heading “—Stockholders’ Agreement,” which description is incorporated herein by reference. The foregoing description of Amendment No. 2 to the Stockholders’ Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, a form of which is filed as Exhibit 4.1 of this Current Report on Form 8-K, and incorporated herein by reference.
Amendment No. 1 to Registration Rights Agreement
FirstSun is party to a Registration Rights Agreement with its stockholders dated as of June 19, 2017. In connection with the Merger and pursuant to the terms of the Merger Agreement, FirstSun amended its Registration Rights Agreement effective as of the Effective Time to, among other things, add JLL as a “Significant Investor” to the agreement. Other than JLL, no other Pioneer shareholder became a party to the Registration Rights Agreement as a result of the Merger. For a description of the Registration Rights Agreement, see Item 13, “Certain Relationships and Related Transactions, and Director Independence” on page 152 of our Annual Report under the heading “—Registration Rights Agreement,” which description is incorporated herein by reference. The foregoing description of Amendment No. 1 to the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, a form of which is filed as Exhibit 4.2 of this Current Report on Form 8-K, and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On April 1, 2022, FirstSun completed its previously announced merger with Pioneer. Under the Merger Agreement, a wholly-owned subsidiary of FirstSun, FSCB Merger Subsidiary, Inc., merged with and into Pioneer, with Pioneer continuing as the surviving entity and becoming a wholly-owned subsidiary of FirstSun (the “Merger”). Immediately after the Effective Time, Pioneer was merged with and into FirstSun, with FirstSun continuing as the surviving entity (the “Second Step Merger”). Immediately following the completion of the Second Step Merger, Pioneer’s wholly-owned subsidiary, Pioneer Bank, SSB, a Texas state savings bank, was merged with and into FirstSun’s wholly-owned subsidiary, Sunflower Bank, National Association (the “Bank”), with the Bank continuing as the surviving bank.
Pursuant to the terms of the Merger Agreement, at the Effective Time, each Pioneer shareholder has the right to receive 1.0443 shares of FirstSun common stock, for each share of Pioneer common stock owned by the shareholder, with cash to be paid in lieu of fractional shares. Each outstanding share of FirstSun common stock remained outstanding and was unaffected by the Merger.
Upon the closing of the Merger, the shares of Pioneer common stock, which were previously quoted on the OTC Pink Open Market under the symbol “PONB,” will no longer be quoted on the OTC Pink Open Market.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 of this Current Report on Form 8-K, and incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
In connection with the Merger and pursuant to the terms of the Merger Agreement and Amendment No. 2 to the Stockholders’ Agreement, on April 1, 2022, FirstSun increased the size of its board of directors (the “Board”), effective immediately after the Second Step Merger, from eight to ten members, and elected two former Pioneer directors to the Board, as described below. Under the Merger Agreement, one of the continuing Pioneer directors was selected by JLL, Pioneer’s largest former shareholder, and the other continuing Pioneer director was mutually selected by FirstSun and Pioneer.
JLL selected Kevin Hammond to serve as its Board designee, as a Class II director, for a term expiring at FirstSun’s annual meeting of stockholders in 2022. FirstSun and Pioneer mutually selected Isabella Cunningham to serve on the Board, as a Class I director, for a term expiring at FirstSun’s annual meeting of stockholders in 2024. Ms. Cunningham was also appointed to serve on the Board’s Nominating and Governance Committee and the Compensation and Succession Committee.
Mr. Hammond and Ms. Cunningham will participate in FirstSun’s standard 2022 non-employee director compensation arrangements, as such arrangements may be amended from time to time, as described under Item 10, “Executive Compensation” beginning on page 145 of our Annual Report under the heading “Compensation of Directors for Fiscal Year 2022,” which description is incorporated herein by reference.
Mr. Hammond is a managing director of JLL Partners, LLC, a position he has held since 2004, and he also serves on the management and investment committees of JLL Partners, LLC. As described in Item 1.01 of this Current Report on Form 8-K, which description is incorporated herein by reference, in connection with the Merger, JLL became a party to the Stockholders’ Agreement and Registration Rights Agreement with FirstSun. The Stockholders’ Agreement, as amended, and the Registration Rights Agreement, as amended, are described under Item 13, “Certain Relationships and Related Transactions,” beginning on page 148 of our Annual Report on Form 10-K, which description is incorporated herein by reference.
Item 8.01 Other Events.
On April 1, 2022, FirstSun issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial information required by this Item 9.01(a) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this Item 9.01(b) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed.
EXHIBIT INDEX
Exhibit Number | Description | |||||||
| 2.1 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 99.1 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
* Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish supplementally a copy of any omitted schedules or similar attachment to the SEC upon request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FIRSTSUN CAPITAL BANCORP | ||||||||
Date: April 1, 2022 | By: | /s/ Robert A. Cafera, Jr. | ||||||
Name: | Robert A. Cafera, Jr. | |||||||
Title: | Chief Financial Officer | |||||||
FirstSun Capital Bancorp and Pioneer Bancshares, Inc. Complete Merger
Denver, CO — Colorado-based FirstSun Capital Bancorp (“FirstSun,” or the “Company”), the holding company of Sunflower Bank, N.A. (“Sunflower Bank”), announced today that it has completed its previously announced merger with Texas-based Pioneer Bancshares, Inc. (“Pioneer”) effective April 1, 2022. Also effective April 1, 2022, Pioneer’s subsidiary bank, Pioneer Bank, SSB, merged into Sunflower Bank.
The combined company will operate under the FirstSun and Sunflower Bank trade names. Subsequent to the closing, FirstSun has over $7.3 billion in assets on a pro forma basis as of December 31, 2021, with 68 locations that include an expanded presence in Texas and a banking footprint in Arizona, Colorado, Kansas and New Mexico, with home mortgage origination capabilities in 43 states through its Guardian Mortgage division.
“Sunflower Bank has always been dedicated to growing soundly and profitably. We have a belief that the community bank ideals that we are built upon serve a need for relationship-oriented clients across communities large and small. Pioneer’s geographic footprint of Austin, Central Texas, Dallas, Houston and San Antonio is complementary to our footprint, and our product and service capabilities are supportive to the valued customer base of Pioneer,” said Mollie Carter, Chairman of FirstSun. “We believe our combined client base will benefit from our expanded footprint and the robust financial services usually found at much larger organizations.”
As a regional community bank, Sunflower Bank is based on a model that elevates local leadership, drives local decision-making, and strives to create deep connections to all its communities. Pioneer’s customers and communities have joined the bank’s Texas Region led by Seth Allen as Regional President. Mr. Allen was hired by Sunflower Bank in December 2019 and has been successfully building its commercial banking capabilities in multiple Texas markets.
To deliver the full benefits of its local expertise and accessibility, Sunflower Bank’s Texas Region has a market-based leadership structure that emphasizes continuity and knowledge. Brian Walsh, Sunflower Bank’s Chief Lending Officer is based in Dallas and has been responsible for leading the development of the Dallas-Fort Worth area teams. Other local market leaders include Chris Bourne and Donna Day in Austin; Dustin Gibson in Collin County; Jeff Bundy in Fort Worth; and Scott Brewer in Houston. Plans are in progress to hire additional leaders for key markets and lines of business.
About FirstSun Capital Bancorp
FirstSun Capital Bancorp, headquartered in Denver, Colorado, is the financial holding company for Sunflower Bank, N.A., which operates as Sunflower Bank, First National 1870 and Guardian Mortgage. Sunflower Bank provides a full range of relationship-focused services to meet personal, business and wealth management financial objectives, with a branch network in five states and mortgage capabilities in 43 states.
First National 1870 and Guardian Mortgage are divisions of Sunflower Bank. To learn more, visit ir.firstsuncb.com.
Cautionary Note Regarding Forward-Looking Statements
Statements included in this press release which are not historical in nature are intended to be, and hereby are identified as, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of FirstSun. Words such as “may,” “will,” “believe,” “strives,” “anticipate,” “expect,” “intend,” “opportunity,” “continue,” “should,” and “could” and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and assumptions, include, among others, the following:
•the integration of the businesses and operations of Pioneer with FirstSun may take longer than anticipated or be more costly than anticipated or have unanticipated adverse results relating to the combined company’s businesses;
•the possibility that the anticipated benefits of the merger transaction, including anticipated cost savings and strategic gains, are not realized when expected or at all;
•potential adverse reactions or changes to business or employee relationships, including those resulting from the completion of the transaction; and
•other factors that may affect future results of FirstSun including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.
These forward-looking statements are also subject to the risks and uncertainties disclosed in FirstSun’s Annual Report on Form 10-K for the year ended 2021, Quarterly Reports on Form 10-Q and in other documents FirstSun files with the SEC. FirstSun disclaims any obligation to update or revise any forward-looking statements contained in this press release, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by law.