Guaranty Bancorp (NASDAQ:GBNK) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

On December 2, 2016, Guaranty Bancorp (Guaranty), the holding
company of Guaranty Bank and Trust Company, entered into an
Exchange Agreement (the Exchange Agreement) with Castle Creek
Capital Partners IV, LP (Castle Creek) providing for the exchange
of 1,019,000 shares of Guarantys non-voting common stock, par
value $0.001 per share, which represents 50% of the outstanding
shares of non-voting common stock (the Non-Voting Common Stock)
for 1,019,000 shares of Guarantys voting common stock, par value
$0.001 per share (Voting Common Stock). John M. Eggmeyer, a
member of the board of directors of Guaranty is a managing
principal of Castle Creek Capital IV LLC, the general partner of
Castle Creek. The Exchange Agreement contains customary
representations, warranties and covenants made by Castle Creek
and Guaranty.

The Non-Voting Common Stock was originally issued to Castle Creek
in a private placement transaction that was completed on
September 30, 2011 and was issued to enable the equity ownership
of Castle Creek to comply with applicable banking laws and
regulations. to the terms of Guarantys Second Amended and
Restated Certificate of Incorporation, as amended (the
Certificate of Incorporation), the Non-Voting Common Stock was
convertible into Voting Common Stock, subject to certain
limitations.

The number of shares that Castle Creek received to the Exchange
Agreement is equal to the number of shares of Voting Common Stock
that Castle Creek would have received upon conversion of the
Non-Voting Common Stock. The exchange transaction was effected
because the Non-Voting Common Stock could only be converted at
the time of a transfer or sale of the Non-Voting Common Stock
that satisfied certain conditions set forth in the Certificate of
Incorporation. The Voting Common Stock issued upon exchange of
the Non-Voting Common Stock was offered and exchanged in reliance
on exemptions from registration provided by the Securities Act of
1933, as amended (Securities Act).

Upon completion of the exchange transaction, as of December 2,
2016, Guaranty had 28,350,686 shares of Voting Common Stock
issued and outstanding, including unvested stock awards.

Guaranty agreed in the Exchange Agreement to file, as soon as
practicable, and in any event within 15 days of the consummation
of the exchange transaction, a amendment or prospectus supplement
to its resale registration statement on FormS-3 under the
Securities Act covering the resale by Castle Creek of all of the
shares of the Voting Common Stock received in the exchange
transaction, and to cause such shares to be authorized for
listing on The NASDAQ Global Select Market.

The form of the Exchange Agreement is attached as Exhibit 10.1 to
this Current Report on Form8-K and is incorporated herein by
reference. The foregoing description of the Exchange Agreement is
a summary, does not purport to be complete and is qualified in
its entirety by reference to the form of the Exchange Agreement.

Item 3.02. Unregistered Sales of Equity Securities.

On December 2, 2016, Guaranty issued to Castle Creek 1,019,000
shares of its Voting Common Stock in exchange for 1,019,000
shares of Non-Voting Common Stock held of record by Castle Creek
in a transaction exempt from registration under Sections
3(a)(9)and 18(b)(4)of the Securities Act. Guaranty received no
cash proceeds as a result of the exchange transaction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.

Guaranty Bancorp (NASDAQ:GBNK) Recent Trading Information

Guaranty Bancorp (NASDAQ:GBNK) closed its last trading session down -0.10 at 21.40 with 53,285 shares trading hands.