On February 10, 2017, Enterprise Financial Services Corp
(Enterprise, or the Company), a Delaware corporation, announced the
completion of its acquisition of Jefferson County Bancshares, Inc.
(JCB), a Missouri corporation. JCB was merged with and into
Enterprise, with Enterprise continuing as the surviving entity (the
Merger) to the Agreement and Plan of Merger, dated as of October
10, 2016 (the Merger Agreement), by and among Enterprise, JCB and
the other parties thereto. Immediately following the Merger, Eagle
Bank and Trust Company of Missouri, JCBs wholly-owned subsidiary
bank (Eagle Bank), merged with and into Enterprise Bank Trust,
Enterprises wholly-owned subsidiary bank (EBT), with EBT continuing
as the surviving entity (the Bank Merger).

Under the terms of the Merger Agreement, at the effective time of
the Merger (the Effective Time), each share of JCB common stock
(JCB Common Stock), subject to the proration and allocation
procedures set forth in the Merger Agreement, was converted into
the right to receive, either (1) $85.39 in cash (the Cash
Consideration), or (2) 2.75 shares of common stock (the Exchange
Ratio) of Enterprise (the Common Stock Consideration and, together
with the Cash Consideration, the Merger Consideration).

In connection with the Merger, JCB received one director seat on
each of Enterprises and EBT’s boards of directors. In addition,
Michael Walsh, Chairman and Chief Executive Officer of JCB, joined
EBT as Executive Vice President and Chairman of the St. Louis
Region.

As a result of the Merger, Enterprise issued 3.3 million shares of
Enterprise common stock and paid $27.8 million in cash to holders
of JCB Common Stock upon completion of the Merger. The cash
consideration was funded to the Paying Agent through cash on hand
from Enterprise. At the Effective Time, each option granted by JCB
to purchase shares of JCB Common Stock was cancelled and converted
into a right to receive an amount of cash equal to the product of:
(1) the number of shares of JCB Common Stock underlying such option
multiplied by (2) the Cash Consideration minus the exercise price
per share under such option.

As previously announced, the election deadline for holders of JCB
Common Stock to elect the form of consideration they wished to
receive in the Merger, subject to the allocation and proration
procedures set forth in the Merger Agreement, was 5:00 p.m., St.
Louis time, on January 30, 2017.

The foregoing description of the Merger and the Merger Agreement
does not purport to be complete and is qualified in its entirety by
reference to the Merger Agreement, which was filed as Exhibit 2.1
to Enterprises Form 8-K filed on October 11, 2016 and is
incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangement of Certain Officers

On February 9, 2017, in connection with the Merger, the board of
directors of Enterprise (the Board) appointed Michael Walsh to the
Board, effective upon the closing. Mr. Walsh will serve until the
Companys 2017 annual meeting of stockholders (when he will be
nominated for reelection by the stockholders of the Company).

Mr. Walsh, 59, has served as the CEO and Chairman of JCB since
1993. Mr. Walsh previously worked at Mercantile Bank and General
Motors Acceptance Corporation. He has strong experience in business
development, and commercial and real estate lending.

In connection with the appointment of Mr. Walsh to the Board and to
the Companys bylaws, the Board has increased the number of
directors to fourteen.

Item 8.01 Other Events

On February 10, 2017, Enterprise issued a press release announcing
the completion of the Merger, a copy of which is attached hereto as
Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

The financial statements required by this Item are not being filed
with this Current Report on Form 8-K. Such financial statements
will be filed by an amendment to this Current Report on Form 8-K
not later than 71 days after the date on which this Current Report
on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The pro forma financial information required by this Item is not
being filed with this Current Report on Form 8-K. Such pro forma
financial information will be filed by an amendment to this Current
Report not later than 71 days after the date on which this Current
Report on Form 8-K is required to be filed.

(d) Exhibits

No. Description