EQUITY BANCSHARES, INC. (NASDAQ:EQBK) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01
Closing of Merger with Eastman Bancshares, Inc.
On November10, 2017, Equity Bancshares, Inc. (the “Company”) completed its merger with Eastman National Bancshares, Inc., an Oklahoma corporation (“Eastman”), to the terms of the Agreement and Plan of Reorganization, dated July14, 2017 (the “Eastman Agreement”), by and among the Company, ENB Merger Sub, Inc., an Oklahoma corporation and wholly-owned subsidiary of the Company (“ENB Merger Sub”), and Eastman. At the effective time (the “Eastman Effective Time”), ENB Merger Sub merged with and into Eastman, with Eastman surviving the merger as a wholly-owned subsidiary of the Company. Following the Eastman Effective Time, Eastman merged into the Company, with the Company surviving the merger and thereafter, The Eastman National Bank of Newkirk, Eastman’s wholly-owned bank subsidiary, merged with and into the Company’s wholly-owned bank subsidiary, Equity Bank, with Equity Bank surviving the merger.
to the Eastman Agreement, at the Eastman Effective Time each outstanding share of Eastman common stock was converted into the right to receive (i) 6.1389 shares of ClassA common stock, par value of $0.01 per share, of the Company, and (ii) $41.83 in cash. Eastman’s Adjusted Equity (as defined in the Eastman Agreement) was $24,714,691 and was calculated in accordance with the terms of the Eastman Agreement.
The foregoing description of the Eastman Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Eastman Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Closing of Merger with Cache Holdings, Inc.
On November10, 2017, the Company also completed its merger with Cache Holdings, Inc., an Oklahoma corporation (“Cache”), to the terms of the Agreement and Plan of Reorganization, dated July14, 2017 (the “Cache Agreement”), by and between the Company and Cache. At the effective time (the “Cache Effective Time”), Cache merged with and into the Company, with the Company surviving the merger. Following the Cache Effective Time, Patriot Bank, Cache’s wholly-owned bank subsidiary, merged with and into the Company’s wholly-owned bank subsidiary, Equity Bank, with Equity Bank surviving the merger.
to the Cache Agreement, at the Cache Effective Time each outstanding share of Cache common stock was converted into the right to receive (i) 53 shares of ClassA common stock, par value of $0.01 per share, of the Company, and (ii) $615.12 in cash.
The foregoing description of the Cache Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cache Agreement, which is attached hereto as Exhibit 2.2 and is incorporated herein by reference.
| Item 2.01 | Regulation FD Disclosure. |
On November10, 2017, the Company issued a press release announcing the closing of each of the mergers. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information in this Item 2.01, including Exhibit 99.1, is being furnished to Item 2.01 of Form 8-K and shall not be deemed “filed” for purposes of Section18 of the Exchange Act, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.
| Item 2.01 | Financial Statements and Exhibits. |
| (a)Financial | Statements of Businesses Acquired. |
Eastman Merger
Audited consolidated financial statements of Eastman as of December31, 2016 and2015, and for each of the twoyears in the period ended December31, 2016 as well as the accompanying notes thereto and the related Report of Independent Registered Public Accounting Firm were previously filed as part of Amendment No.1 to the Registration Statement on Form S-4, File No.333-219974, as filed by the Company with the Securities and Exchange Commission on August31, 2017. to General Instruction B.3 of Form 8-K, no additional audited consolidated financial statements of Eastman are required to be filed.
The unaudited consolidated balance sheets of Eastman as of June30, 2017 and December31, 2016, and related consolidated statements of income and comprehensive income of Eastman for the three and six months ended June30, 2017 and 2016, changes in stockholders’ equity and cash flows of Eastman for the six months ended June30, 2017 and 2016, and related notes were previously filed as part of Amendment No.1 to the Registration Statement on Form S-4, File No.333-219974, as filed by the Company with the
Securities and Exchange Commission on August31, 2017. to General Instruction B.3 of Form 8-K, no additional unaudited consolidated financial statements of Eastman are required to be filed.
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Cache Merger
Audited consolidated financial statements of Cache as of December31, 2016 and2015, and for each of the twoyears in the period ended December31, 2016 as well as the accompanying notes thereto and the related Report of Independent Registered Public Accounting Firm were previously filed as part of Amendment No.1 to the Registration Statement on Form S-4, File No.333-219975, as filed by the Company with the Securities and Exchange Commission on August30, 2017. to General Instruction B.3 of Form 8-K, no additional audited consolidated financial statements of Cache are required to be filed.
The unaudited consolidated balance sheets of Cache as of June30, 2017 and December31, 2016, and related consolidated statements of income and comprehensive income of Cache for the three and six months ended June30, 2017 and 2016, changes in stockholders’ equity and cash flows of Cache for the six months ended June30, 2017 and 2016, and related notes were previously filed as part of Amendment No.1 to the Registration Statement on Form S-4, File No.333-219975, as filed by the Company with the Securities and Exchange Commission on August30, 2017. to General Instruction B.3 of Form 8-K, no additional unaudited consolidated financial statements of Cache are required to be filed.
| (b)Pro | Forma Financial Information. |
Eastman Merger
The unaudited pro forma condensed consolidated combined balance sheets of Eastman as of June30, 2017, the unaudited pro forma condensed consolidated combined statement of income of Eastman for the six months ended June30, 2017, and the unaudited pro forma condensed consolidated combined statement of income of Eastman for the year ended December31, 2016, were previously furnished as part of Amendment No.1 to the Registration Statement on Form S-4, File No.333-219974, as filed by the Company with the Securities and Exchange Commission on August31, 2017. to General Instruction B.3 of Form 8-K, no additional pro forma financial statements of Eastman are required to be filed.
Cache Merger
The unaudited pro forma condensed consolidated combined balance sheets of Cache as of June30, 2017, the unaudited pro forma condensed consolidated combined statement of income of Cache for the six months ended June30, 2017, and the unaudited pro forma condensed consolidated combined statement of income of Cache for the year ended December31, 2016, were previously furnished as part of Amendment No.1 to the Registration Statement on Form S-4, File No.333-219975, as filed by the Company with the Securities and Exchange Commission on August30, 2017. to General Instruction B.3 of Form 8-K, no additional pro forma financial statements of Cache are required to be filed.
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Exhibit Number |
Description |
| 2.1 | Agreement and Plan of Reorganization, dated as of July 14, 2017, by and among Equity Bancshares, Inc., ENB Merger Sub, Inc. and Eastman National Bancshares, Inc. (incorporated by reference to Exhibit 2.1 to Equity Bancshares, Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July17, 2017). |
| 2.2 | Agreement and Plan of Reorganization, dated as of July 14, 2017, by and between Equity Bancshares, Inc. and Cache Holdings, Inc. (incorporated by reference to Exhibit 2.2 to Equity Bancshares, Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July17, 2017). |
| 99.1 | Press Release, dated November10, 2017. |
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EQUITY BANCSHARES INC ExhibitEX-99.1 2 d489084dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 EQUITY BANCSHARES,…To view the full exhibit click here
About EQUITY BANCSHARES, INC. (NASDAQ:EQBK)
Equity Bancshares, Inc. is a bank holding company. The Company’s principal activity is the ownership and management of its subsidiary, Equity Bank (the Bank). The Bank provides a range of financial services primarily to businesses and business owners, as well as individuals. As of November 10, 2016, the Company operated through 34 branches located in Kansas, Missouri and Arkansas. The Company’s operations involve the delivery of loan and deposit products to its customers. The Company offers commercial banking products and other services, including lending activities, deposit products, and other products and services. It offers a suite of online banking solutions, including access to account balances, online transfers, online bill payment, and electronic delivery of customer statements and mobile banking solutions. In addition, the Company offers commercial treasury management services, wire transfer, automated clearing house (ACH) services and cash management deposit products.
