EQUITY BANCSHARES, INC. (NASDAQ:EQBK) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01 Completion of Acquisition or Disposition of Assets.
On November 10, 2016, Equity Bancshares, Inc. (the
Company) completed its merger (the Merger) with
Community First Bancshares, Inc. (Community), to the terms
of the Agreement and Plan of Reorganization, dated July 14, 2016,
by and between the Company and Community (the Agreement).
At the effective time of the Merger (the Effective Time),
Community merged with and into the Company, with the Company
surviving the Merger. Following the Effective Time, Communitys
wholly owned bank subsidiary, Community First Bank, merged with
and into the Companys wholly owned bank subsidiary, Equity Bank,
with Equity Bank surviving the merger.
to the Agreement, at the Effective Time each outstanding share of
Community common stock was converted into the right to receive
(i) 7.261 shares of Class A common stock, par value of $0.01 per
share, of the Company, and (ii) $26.31 in cash.Communitys
Adjusted Equity (as defined in the Agreement) was $44,453,356 and
was calculated in accordance with the terms of the Agreement.
The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Agreement, which is attached hereto as Exhibit
2.1 and is incorporated herein by reference.
Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of
Registrant.
In connection with the Merger, to that certain First Supplemental
Indenture, dated as of November 10, 2016 (the Supplemental
Indenture), by and among the Company, Community and U.S. Bank
National Association, as trustee (the Trustee), the
Company assumed Communitys rights, title and obligations under
the Indenture, dated as of December 19, 2002 (the
Indenture), by and between Community and the Trustee (as
successor-in-interest to State Street Bank and Trust Company of
Connecticut, National Association), to which Indenture, Community
had issued $5,155,000 principal amount of its Floating Rate
Junior Subordinated Deferrable Interest notes due 2032.The
transaction documents governing the such securities, including
the Supplemental Indenture and the Indenture, have not been filed
herewith to Item 601(b)(4)(v) of Regulation S-K under the
Securities Act of 1933, as amended (the Securities Act).
The Company agrees to furnish a copy of such documents to the
Securities and Exchange Commission (SEC) upon request.
Item5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers;
Compensatory Arrangements of Certain Officers.
At a special meeting of the board of directors of the Company
(the Board) on November 14, 2016 and in connection with
the closing of the Merger, (i) Jerry P. Maland, the former
Chairman, President and Chief Executive Officer of Community, and
Dan R. Bowers, the former Secretary and Vice Chairman of
Community, were appointed to the Board and the board of directors
of Equity Bank (the Bank Board) in accordance with the
terms of the Agreement, and (ii) Wayne K. Goldstein and David B.
Moore both resigned from the Board and Bank Board, effective
immediately, to make their Board and Bank Board seats available
to the new directors.Additional biographical information
regarding Dan R. Bowers and Jerry P. Maland can be found in the
Joint Proxy Statement/Prospectus on Form S-4, as amended (File
No.: 333-213283), filed by the Company with the SEC on September
28, 2016.
Messrs. Bowers and Maland will participate in the Companys
standard compensation arrangements for non-employee directors as
described in the Companys definitive proxy statement relating to
its 2016 Annual Meeting of Stockholders filed with the SEC on
March 28, 2016 (Proxy Statement).Messrs. Bowers and Maland
will both join the Companys Risk Management Committee.Other than
the to the Agreement, there is no other arrangements or
understandings between Messr. Bowers and Maland and any other
person to which they were selected as directors.Since the
beginning of the last fiscal year, there have been no related
party transactions between the Company and the Messr. Bowers or
Maland that would be reportable under Item 404(a) of Regulation
S-K.
To reflect the increased responsibilities and risks associated
with managing a public company, on November 14, 2016, the Company
and Equity Bank entered into amended and restated employment
agreements with each of Brad S. Elliott, Chairman and Chief
Executive Officer of the Company and Equity Bank, and Greg
Kossover, Chief Financial Officer of the Company and Equity
Bank.Amendments to Mr. Elliotts employment agreement include,
among others, (i) an extension of the primary term of the
employment agreement until November 14, 2019, (ii) an increase in
annual base salary to $650,000, which shall be reviewed for
increases at least annually for years after December 31, 2017,
(iii) a revised bonus structure with an annual incentive cash
bonus based on criteria determined annually by the compensation
committee of the Board and approved by Mr. Elliott under the
Equity Bancshares, Inc. Annual Executive Incentive Plan (the
Incentive Plan), beginning January 1, 2017, and (iv) an
annual discretionary bonus in the form of an equity incentive
award of the Company.
Amendments to Mr. Kossovers employment agreement include, among
others, (i) an extension of the primary term of the employment
agreement until November 14, 2019, (ii) an increase in annual
base salary to $350,000, which shall be reviewed for increases at
least annually for years after December 31, 2017, (iii) a revised
bonus structure with an annual incentive cash bonus based on
criteria determined annually by the compensation committee of the
Board and approved by Mr. Kossover under the Incentive Plan,
beginning January 1, 2017, and (iv) an annual discretionary bonus
in the form of an equity incentive award of the Company.
Except as described above, the terms and conditions of the
existing employment agreements of Messrs. Elliott and Kossover as
described in the Companys Proxy Statement remain unchanged.
On November 14, 2016, the Board approved the Incentive Plan,
including approval of specific performance factors, performance
targets and percentage payout amounts, and directed that the
Incentive Plan be submitted to the Companys stockholders for
approval at its next annual stockholders meeting. The Incentive
Plan applies to the Companys Chief Executive Officer and Chief
Financial Officer. The Incentive Plan is a non-equity incentive
compensation plan to which participating officers may earn cash
incentive awards if certain pre-determined targets, including
overall Company level performance and individual performance
targets are met.
The foregoing descriptions of the amended and restated employment
agreements of Messrs. Elliott and Kossover and Incentive Plan do
not purport to be complete and are qualified in their entirety by
reference to the full text of the employment agreements and
Incentive Plan , which are attached hereto as Exhibits 10.1, 10.2
and 10.3, respectively, and are incorporated herein by reference.
Item7.01 Regulation FD Disclosure.
On November 10, 2016, the Company issued a press release
announcing the closing of the Merger. 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 7.01, including Exhibit 99.1, is
being furnished to Item 7.01 of Form 8-K and shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (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.
Item9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
In accordance with paragraph 9.01(a)(4) of Form 8-K, the Company
will file an amendment to this Current Report on Form 8-K
containing the financial statements required by Item 9.01(a) not
later than 71 calendar days after the date that the initial
Current Report on Form 8-K was required to be filed.
(b) Pro Forma Financial Information.
In accordance with paragraph 9.01(b)(2) of Form 8-K, the Company
will file an amendment to this Current Report on Form 8-K
containing the financial statements required by Item 9.01(b) not
later than 71 calendar days after the date that the initial
Current Report on Form 8-K was required to be filed.
(d) |
Exhibits. |
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| 2.1 |
Agreement and Plan of Reorganization, dated as of July 14, 2016, by and between the Company and Community (incorporated by reference to Exhibit 2.1 to Equity Bancshares, Inc.s Current Report on Form 8-K, filed with the SEC on July14, 2016). |
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| 10.1 |
Amended and Restated Employment Agreement, dated November 14, 2016, between the Company, Equity Bank and Brad S. Elliott. |
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| 10.2 |
Amended and Restated Employment Agreement, dated November 14, 2016, between the Company, Equity Bank and Gregory H. Kossover. |
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| 10.3 | Equity Bancshares, Inc. Annual Executive Incentive Plan | |
| 99.1 | Press Release, dated November 10, 2016. |
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. EQUITY BANCSHARES, INC. (NASDAQ:EQBK) Recent Trading Information
EQUITY BANCSHARES, INC. (NASDAQ:EQBK) closed its last trading session down -0.09 at 29.79 with 23,783 shares trading hands.