Guaranty Bancorp (NASDAQ:GBNK) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets.
On October 27, 2017, to the Agreement and Plan of Reorganization (the “Merger Agreement”) dated as of July 18, 2017 between Guaranty Bancorp (“Guaranty”) and Castle Rock Bank Holding Company (“Castle Rock”), Guaranty completed its acquisition of Castle Rock. In order to effect the acquisition, Castle Rock was merged (the “Merger”) with and into Guaranty, with Guaranty as the surviving corporation. to the Merger Agreement, Guaranty issued a total of 840,639 shares of common stock to the shareholders of Castle Rock. Based on Guaranty’s closing stock price of $29.05 on October 27, 2017, Merger consideration for each share of Castle Rock common stock was calculated at $2,086.69. Guaranty expects to complete the conversion of the systems of Castle Rock and to change Castle Rock’s name on or about December 4, 2017.
As of September 30, 2017, Castle Rock had approximately $145 million in total assets.
The Guaranty common stock issued in connection with the Merger was registered under the Securities Act of 1933, as amended, to a registration statement on Form S-4 (File No. 333-220287), filed with the Securities and Exchange Commission (“SEC”) and declared effective on September 14, 2017 (the “Registration Statement”). The definitive proxy statement/prospectus (the “Proxy Statement/Prospectus”) included in the Registration Statement contains additional information about the Merger.
The Merger Agreement, which was included as AppendixA to the Proxy Statement/Prospectus and is incorporated herein by reference, and this summary are not intended to modify or supplement any factual disclosures about Guaranty, and should not be relied upon as disclosure about Guaranty without consideration of the periodic and current reports and statements that Guaranty files with the SEC. The terms of the Merger Agreement govern the contractual rights and relationships, and allocate risks, among the parties in relation to the transactions contemplated by the Merger Agreement. In particular, the representations and warranties made by the parties to each other in the Merger Agreement reflect negotiations between, and are solely for the benefit of, the parties thereto and may be limited or modified by a variety of factors, including: subsequent events, information included in public filings, disclosures made during negotiations, correspondence between the parties and disclosure schedules to the Merger Agreement. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time and you should not rely on them as statements of fact. Guaranty acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Current Report on Form 8‑K not misleading.
Item 2.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed with this Current Report on Form8-K:
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.