Bear State Financial,Inc. (NASDAQ:BSF) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01Completion of Acquisition or Disposition of Assets.
As previously disclosed, Bear State Financial, Inc. (the “Company”), Bear State Bank, a wholly-owned subsidiary of the Company (the “Bank”), Arvest Bank (“Arvest”) and Arvest Acquisition Sub, Inc., a wholly-owned subsidiary of Arvest (“Acquisition Sub”), are parties to an Agreement and Plan of Reorganization dated as of August 22, 2017 (the “Agreement”), whereby Arvest agreed to acquire the Company and the Bank. On April 20, 2018, the parties to the Agreement completed and closed the transactions contemplated by the Agreement (the “Closing”).
As a result of the Closing, each share of the Company’s common stock issued and outstanding as of the effective time of the Closing (the “Effective Time”) was converted into a right to receive per share merger consideration of $10.28 per share, payable in cash (the “Per Share Merger Consideration”). At the Effective Time all stock options, whether vested or unvested, warrants and restricted stock units were cancelled and automatically converted into the right to receive a cash amount equal to (i) in the case of options and warrants, the aggregate number of shares of Company common stock subject to each option or warrant multiplied by the difference between $10.28 and the exercise price of such option or warrant and (ii) in the case of restricted stock units, $10.28 per unit.
The total amount of consideration payable in accordance with the transactions contemplated by the Agreement was approximately $392 million.
The foregoing description of the Agreement and the transactions effected thereunder does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is incorporated by reference herein.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information disclosed in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
In connection with the Closing on April 20, 2018, the Company notified NASDAQ of the completion of the transactions contemplated by the Agreement. The Company also notified NASDAQ that each share of Company common stock outstanding immediately prior to the Effective Time was converted into the right to receive the Per Share Merger Consideration and requested that NASDAQ file a notification of removal from listing on Form 25 with the Securities and Exchange Commission (the “SEC”) with respect to the Company common stock and suspend trading of the Company common stock prior to the opening of trading on April 23, 2018.
Item 3.03 Material Modification to Rights of Security Holders.
The information disclosed in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
At the Effective Time, the Company’s shareholders immediately prior to the Effective Time ceased to have any rights as shareholders in the Company (other than their right to receive the Per Share Merger Consideration).
Item 5.01 Changes in Control of Registrant.
The information disclosed in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
At the Effective Time, a change of control of the Company occurred and thereafter the separate existence of the Company ceased.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
to the terms of the Agreement, at the Effective Time, each executive officer and each member of the Company’s board of directors ceased to be executive officers and directors of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
*Schedules have been omitted to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish to the SEC a copy of such schedules and exhibits, or any section thereof, upon request.
About Bear State Financial,Inc. (NASDAQ:BSF)
Bear State Financial, Inc., formerly First Federal Bancshares of Arkansas, Inc., is a bank holding company. The Company’s subsidiary Bear State Bank, N.A. (the Bank) is a community-oriented national bank, which offers a range of retail and business deposit accounts, including noninterest bearing and interest bearing checking accounts, savings and money market accounts, certificates of deposit and individual retirement accounts. Loan products offered by the Bank include residential real estate loans, consumer loans, construction loans, lines of credit, commercial real estate loans and commercial business loans. The Bank’s other financial services include automated teller machines; around the clock telephone banking; online banking, including account access, bill payment, and e-statements; mobile banking, including remote deposit capture and funds transfer; Bounce Protection overdraft service; debit cards, and safe deposit boxes.
