8-K
National Bank Holdings Corp (NBHC)
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): September 1, 2022
NATIONAL BANK HOLDINGS CORP ORATION (Exact name of registrant as specified in its charter)
| | | |||
|---|---|---|---|---|
| Delaware | | 001-35654 | | 27-0563799 |
| (State or other jurisdiction <br>of incorporation) | | (Commission<br>File Number) | | (IRS Employer<br>Identification No.) |
7800 East Orchard Road , Suite 300 , Greenwood Village , Colorado **** 80111 (Address of principal executive offices) (Zip Code)
303 - 892-8715 (Registrant’s telephone, including area code)
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 (see General Instruction A.2. below):
☐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 | **** | Name of each exchange on which registered: |
|---|---|---|---|---|
| Class A Common Stock | | NBHC | | NYSE |
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 3.02Unregistered Sales of Equity Securities.
On September 1, 2022, National Bank Holdings Corporation, a Delaware corporation (the “Company”), completed the transactions contemplated by the Agreement and Plan of Merger by and among the Company, Community Bancorporation, a Utah corporation and the parent company of Rock Canyon Bank (“CB”), the Significant Stockholders (as defined therein) and Park Roney, solely in his capacity as the Holders’ Representative (the “Merger Agreement”), including the merger of CB with and into the Company (the “Merger”).
In connection with the closing of the Merger on September 1, 2022, 3,096,740 shares of the Company’s Class A common stock (“Issued Shares”) were issued to the shareholders of CB in exchange for the shares of CB common stock issued and outstanding immediately prior to the effective time of the Merger. The issuance of the Issued Shares was not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”) promulgated thereunder. The disclosures regarding the Merger Agreement and the transactions contemplated thereby, including the Merger and the issuance of the Issued Shares in connection therewith, under Item 8.01 below are incorporated into this Item 3.02 by reference.
Item 7.01Regulation FD.
On September 1, 2022, the Company 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 8.01Other Events.
On September 1, 2022, the Company completed the Merger pursuant to the Merger Agreement. The aggregate consideration issued in connection with the Merger was 3,096,740 shares of the Company’s Class A common stock and approximately $16.1 million in cash, which represents 0.2859 shares of the Company’s Class A common stock and $1.49 for each share of CB common stock issued and outstanding immediately prior to the effective time of the Merger. Of the cash consideration to be received by CB shareholders in connection with the Merger, $3.25 million was set aside in an escrow account for the purposes of funding certain future indemnity claims for a period of twelve months. Pursuant to the terms of the Merger Agreement, for a period of six (6) months following the closing of the Merger, the Significant Stockholders of CB are required to refrain from transferring to a third party, in any given day, Company common stock in an amount greater than 20% of the average daily trading volume of the Company’s common stock for the 20-day period immediately preceding such day.
In addition, on September 1, 2022, the Company filed an automatic shelf registration statement on Form S-3 (File No. 333-267226) (the “Registration Statement”) with the Commission under the Securities Act, covering an unspecified amount of shares of its Class A common stock, par value $0.01 per share, and certain other securities of the Company. On September 1, 2022, the Company filed a prospectus supplement (the “Resale Prospectus Supplement”) to the Registration Statement registering the resale of up to an aggregate of 3,096,740 shares of the Company’s Class A common stock, which may be used by the selling stockholders identified therein to resell the shares of the Company’s Class A common stock covered thereby. The Company will not receive any proceeds from any sale of the Issued Shares by the selling stockholders. In connection with such registration, the Company attaches Exhibits 5.1 and 23.1 hereto, which shall be incorporated by reference into the Registration Statement.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit |
|---|---|
| 2.1 | Agreement and Plan of Merger, dated as of April 18, 2022, by and among Community Bancorporation, National Bank Holdings Corporation, the Significant Stockholders named therein and Park Roney (incorporated by reference to Exhibit 2.1 of National Bank Holdings Corporation’s Current Report on Form 8-K filed April 20, 2022). |
| 5.1 | Opinion of Squire Patton Boggs (US) LLP. |
| 23.1 | Consent of Squire Patton Boggs (US) LLP (included in Exhibit 5.1 hereto). |
| 99.1 | Press Release, dated September 1, 2022 |
| 104 | Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document. |
SIGNATURE
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 hereunto duly authorized.
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|---|---|
| | National Bank Holdings Corporation |
| | |
| By: | /s/ Angela N. Petrucci |
| | Name: Angela N. Petrucci |
| | Title: Chief Administrative Officer & General Counsel |
| Date: September 1, 2022 | |
Exhibit 5.1
Squire Patton Boggs (US) LLP
201 E. Fourth St., Suite 1900 Cincinnati, Ohio 45202
O+1 513 361 1200
F+1 513 361 1201
squirepattonboggs.com
45 Offices in 20 Countries
Squire Patton Boggs (US) LLP is part of the international legal practice Squire Patton Boggs, which operates worldwide through a number of separate legal entities.
Please visit squirepattonboggs.com for more information.
September 1, 2022
Ladies and Gentlemen:
We are acting as counsel to National Bank Holdings Corporation, a Delaware corporation (the “Company”), in connection with the offering of up to 3,096,740 shares of its Class A common stock, par value $0.01 per share (the “common stock”), to be sold by certain selling shareholders as described in the Prospectus (as defined below), pursuant to a automatic Registration Statement on Form S-3ASR (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”) on September 1, 2022, the prospectus included in the Registration Statement (the “Base Prospectus”), and the prospectus supplement, dated September 1, 2022, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”). The Prospectus Supplement relates to the resale of up to 3,096,740 in shares (the “Shares”) of common stock by the selling stockholders named therein. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended.
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, including the Base Prospectus, (ii) the Prospectus Supplement, (iii) a specimen certificate representing the Shares, (iv) the Second Amended and Restated Certificate of Incorporation of the Company, as currently in effect, (v) the Second Amended and Restated By-laws of the Company, as currently in effect, and (vi) certain resolutions adopted by the Board of Directors of the Company with respect to the issuance of the Shares. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records, as we have deemed necessary or appropriate as a basis for the opinion set forth herein.
In our examination, we have assumed and have not verified (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures (other than persons signing on behalf of the Company), (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity with the originals of all documents supplied to us as copies, (v) the accuracy and completeness of all corporate records and documents made available to us by the Company, and (vi) that the foregoing documents, in the form submitted to us for our review, have not been altered or amended in any respect material to our opinion stated herein.
The opinion letter which we render herein is limited to those matters governed by the laws of the State of Delaware as of the date hereof. Our opinions expressed herein are as of the date hereof, and we assume no obligation to revise or supplement the opinions rendered herein should the above-referenced laws be changed by legislative or regulatory action, judicial decision or otherwise. We express no opinion as to whether, or the extent to which, the laws of any particular jurisdiction apply to the subject matter hereof.
Based upon and subject to the foregoing, we are of the opinion that the Shares are validly issued, fully paid and non-assessable.
We hereby consent to your filing of this opinion with the U.S. Securities and Exchange Commission as an exhibit to a Current Report on Form 8-K to be incorporated by reference in the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus contained therein. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC adopted under the Securities Act.
| Sincerely,<br><br>/s/ Squire Patton Boggs (US) LLP<br><br><br><br> | |
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Exhibit 99.1
National Bank Holdings Corporation Completes Acquisition of
Community Bancorporation
Company Release – September 1, 2022
DENVER Colo.,- (Globe Newswire) -National Bank Holdings Corporation (NYSE: NBHC, “NBH” or the “Company”) the holding company for NBH Bank, announced that effective today, it has completed its previously announced acquisition of Community Bancorporation (“CB”), the holding company for Rock Canyon Bank, headquartered in Provo, Utah and operating in the greater Salt Lake City region. The combined holding company will operate under the National Bank Holdings Corporation name and the company’s headquarters remains in Denver, Colorado.
With the completion of this exclusively negotiated transaction, NBHC now has approximately $8.0 billion in pro forma total assets, including $5.3 billion in total loans, and $6.9 billion in pro-forma total deposits as of June 30, 2022. In addition, NBHC becomes the #1 third-party SBA loan volume originator in the state of Utah.
Immediately following the closing, Rock Canyon Bank was merged with and into NBH Bank. The integration of the systems and banking centers is expected to occur in October 2022. Until that time, Rock Canyon Bank banking centers will operate under the Rock Canyon Bank name as a division of NBH Bank. After integration, Rock Canyon Bank banking centers will be branded as Hillcrest Bank, a division of NBH Bank.
“We are pleased to welcome Rock Canyon Bank clients and associates into the NBH Bank family,” said Tim Laney, Chairman, President and CEO of National Bank Holdings Corporation. “We believe our expansion in the fast-growing Salt Lake City and Provo markets will continue to build shareholder value over the long-term. Additionally, it is our intention to leverage the highly successful SBA business platform of Rock Canyon Bank across our regional bank franchise.”
In accordance with the definitive agreement, CB stockholders received $16.1 million of cash consideration and 3.1 million shares of NBHC common stock. The implied total transaction value based on closing prices on August 31, 2022, is approximately $140.4 million.
The previously announced acquisition of Bank of Jackson Hole continues to advance, with an anticipated close and system integration occurring in the 4^th^ quarter of 2022.
BofA Securities, Inc. served as financial advisor to National Bank Holdings Corporation. Squire Patton Boggs (US) LLP served as legal counsel for the transaction and Wachtell, Lipton, Rosen & Katz provided regulatory counsel to National Bank Holdings Corporation.
About National Bank Holdings Corporation
National Bank Holdings Corporation is a bank holding company created to build a leading community bank franchise delivering high quality client service and committed to stakeholder results. Through its bank subsidiary, NBH Bank, National Bank Holdings Corporation operates a network of 86 banking centers,
serving individual consumers, small, medium and large businesses, and government and non-profit entities. Its banking centers are located in its core footprint of Colorado, the greater Kansas City region, Texas, Utah and New Mexico. Its comprehensive residential mortgage banking group primarily serves the bank’s core footprint. NBH Bank operates under a single state charter through the following brand names as divisions of NBH Bank: in Colorado, Community Banks of Colorado and Community Banks Mortgage; in Kansas and Missouri, Bank Midwest and Bank Midwest Mortgage; and in Texas, Utah and New Mexico, Hillcrest Bank and Hillcrest Bank Mortgage. For recently acquired banking centers, NBH Bank will operate as Rock Canyon Bank until integration. Additional information about National Bank Holdings Corporation can be found at www.nationalbankholdings.com.
For more information visit: cobnks.com, bankmw.com, hillcrestbank.com or nbhbank.com. Or, follow us on any of our social media sites:
Community Banks of Colorado: facebook.com/cobnks, twitter.com/cobnks, instagram.com/cobnks;
Bank Midwest: facebook.com/bankmw, twitter.com/bank_mw, instagram.com/bankmw;
Hillcrest Bank: facebook.com/hillcrestbank, twitter.com/hillcrest_bank;
NBH Bank: twitter.com/nbhbank;
or connect with any of our brands on LinkedIn.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements contain words such as “anticipate,” “believe,” “can,” “would,” “should,” “could,” “may,” “predict,” “seek,” “potential,” “will,” “estimate,” “target,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “intend” or similar expressions that relate to the Company’s strategy, plans or intentions. Forward-looking statements involve certain important risks, uncertainties and other factors, any of which could cause actual results to differ materially from those in such statements. Such factors include, without limitation, the “Risk Factors” referenced in our most recent Form 10-K filed with the Securities and Exchange Commission (SEC), other risks and uncertainties listed from time to time in our reports and documents filed with the SEC, and the following factors: ability to obtain regulatory approvals and meet other closing conditions to the mergers on the expected terms and schedule; delay in closing the mergers; difficulties and delays in integrating the NBHC, Community Bancorporation, and Bancshares of Jackson Hole Incorporated businesses or fully realizing cost savings and other benefits; business disruption following the proposed transactions; ability to execute our business strategy; business and economic conditions; effects of any potential government shutdowns; economic, market, operational, liquidity, credit and interest rate risks associated with the Company’s business; effects of any changes in trade, monetary and fiscal policies and laws; changes imposed by regulatory agencies to increase capital standards; effects of inflation, as well as, interest rate, securities market and monetary supply fluctuations; changes in the economy or supply-demand imbalances affecting local real estate values; changes in consumer spending, borrowings and savings habits; with respect to our mortgage business, the inability to negotiate fees with investors for the purchase of our loans or our obligation to indemnify purchasers or repurchase related loans; the Company’s ability to identify potential candidates for, consummate, integrate and realize operating efficiencies from, acquisitions, consolidations and other expansion opportunities; the Company's ability to realize anticipated benefits from enhancements or updates to its core operating systems from time to time without significant change in client service or risk to the Company's control environment; the Company's
dependence on information technology and telecommunications systems of third-party service providers and the risk of systems failures, interruptions or breaches of security; the Company’s ability to achieve organic loan and deposit growth and the composition of such growth; changes in sources and uses of funds; increased competition in the financial services industry; the effect of changes in accounting policies and practices; the share price of the Company’s stock; the Company's ability to realize deferred tax assets or the need for a valuation allowance; the effects of tax legislation, including the potential of future increases to prevailing tax rules, or challenges to our position; continued consolidation in the financial services industry; ability to maintain or increase market share and control expenses; costs and effects of changes in laws and regulations and of other legal and regulatory developments; technological changes; the timely development and acceptance of new products and services, including in the digital technology space our digital solution 2UniFi; the Company’s continued ability to attract, hire and maintain qualified personnel; ability to implement and/or improve operational management and other internal risk controls and processes and reporting system and procedures; regulatory limitations on dividends from the Company's bank subsidiary; changes in estimates of future credit reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; widespread natural and other disasters, pandemics, dislocations, political instability, acts of war or terrorist activities, cyberattacks or international hostilities; a cybersecurity incident, data breach or a failure of a key information technology system; adverse effects due to the novel Coronavirus Disease 2019 (COVID-19) on the Company and its clients, counterparties, employees, and third-party service providers, and the adverse impacts on our business, financial position, results of operations, and prospects; impact of reputational risk; and success at managing the risks involved in the foregoing items. The Company can give no assurance that any goal or plan or expectation set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements. The forward-looking statements are made as of the date of this press release, and the Company does not intend, and assumes no obligation, to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law.
Contact:
Analysts/Institutional Investors: Aldis Birkans, Chief Financial Officer, (720) 554-6640, ir@nationalbankholdings.com
Media: Jody Soper, Chief Marketing Officer, (303) 784-5925, Jody.Soper@nbhbank.com