Guaranty Bancorp (NASDAQ:GBNK) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01.Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note is incorporated herein by reference.
On January 1, 2019, to the terms of the Merger Agreement, the Company merged with and into Independent, with Independent continuing as the surviving entity in the Merger. Immediately after the Merger, the Company’s wholly owned bank subsidiary, Guaranty Bank and Trust Company, merged with and into Independent’s wholly owned bank subsidiary, Independent Bank (the “Bank Merger”), with Independent Bank as the surviving entity in the Bank Merger.
to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.001 per share (“Company Common Stock”), of the Company (except for shares that were owned directly by Independent or the Company, subject to certain customary exceptions, which were cancelled in the Merger) was converted into the right to receive 0.45 shares of common stock, par value $0.01 per share, of Independent (“Independent Common Stock”).No fractional shares of Independent Common Stock were issued in the Merger, and the Company’s stockholders became entitled to receive cash in lieu of fractional shares. As a result of the Merger, Independent will deliver approximately 13.18 million shares of Independent Common Stock to the former holders of Company Common Stock, including restricted shares of Independent Common Stock issued to certain former holders of Guaranty restricted stock.
The foregoing description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2018, and is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard; Transfer of Listing.
On January 1, 2019, the Company notified the NASDAQ Stock Market (“NASDAQ”) that the Merger had been completed and requested that trading in Company Common Stock be halted prior to market open on January 2, 2019 and that the listing of the Company Common Stock be removed. The Company has requested that NASDAQ file a notification of removal from listing of the Company Common Stock on Form25 with the Securities and Exchange Commission.The Company intends to file a Form 15 with respect to the Company’s subordinated notes and a Form15 with respect to the Company Common Stock requesting the deregistration of the Company Common Stock under Section12 of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d)of the Exchange Act.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under the Introductory Note, Item 2.01 and Item 3.01 is incorporated into this Item 3.03 by reference.
Item 5.01. Changes in Control of Registrant.
The information set forth under the Introductory Note and Item 2.01 is incorporated into this Item 5.01 by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 1, 2019, effective upon the consummation of the Merger, the Company’s directors and executive officers ceased serving in such capacities.
Item 8.01.Other Events.
On January 2, 2019, Independent 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.
* The registrant has omitted schedules and similar attachments to the subject agreement to Item 601(b)(2) of Regulation S-K.Independent agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule or similar attachment upon request.
About Guaranty Bancorp (NASDAQ:GBNK)
Guaranty Bancorp is the bank holding for Guaranty Bank and Trust Company (the Bank). The Company’s segment is banking. The Company operates approximately 30 branches and over two investment management firms, including Private Capital Management LLC (PCM) and Cherry Hills Investment Advisors Inc. (CHIA), in Colorado through the Bank. The Bank provides banking and other financial services, including commercial and industrial loans, real estate loans, construction loans, consumer loans and agriculture loans across its targeted Colorado markets to consumers and small to medium-sized businesses, including the owners and employees of those businesses. The Bank also provides wealth management solutions, including trust and investment management services. It provides traditional deposit accounts, such as demand, interest-bearing demand, negotiable order of withdrawal (NOW), money market, individual retirement accounts (IRA), time deposits and savings accounts.