NATIONAL BANK HOLDINGS CORPORATION (NYSE:NBHC) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01Completion of Acquisition or Disposition of Assets.
On January 1, 2018, National Bank Holdings Corporation, a Delaware corporation (the “Company”), completed the acquisition (the “Acquisition”) of all of the outstanding shares of Peoples, Inc., a Kansas corporation (“Peoples”), to an Agreement and Plan of Merger by and among Peoples, the Company, the Significant Stockholders (as defined therein) and Winton A. Winter, Jr., solely in his capacity as the Holders’ Representative (the “Merger Agreement”). Under the terms of the Merger Agreement, the aggregate consideration in the Acquisition was3,398,477 shares of the Company’s class A common stock (“Stock Consideration”) and approximately $36.2 million in cash.Of the cash consideration to be received by Peoples shareholders in connection with the Acquisition,$10.0million was set aside in escrowfor the purposes of funding certain future indemnity claims for a period of three years. In connection with the approval of the transaction by the Board of Governors of the Federal Reserve System, the Significant Stockholders (as defined in the Merger Agreement) of Peoples who received Stock Consideration of 3,169,082 shares,representing in the aggregate approximately 10.5% of the Company’s shares outstanding following the Acquisition,committed to reducing their ownership in the Company to no more than five percent of the Company’s outstanding shares within 18 months following the completion of the Acquisition.
Item 3.02Unregistered Sales of Equity Securities.
to the Merger Agreement, Stock Consideration was issued to accredited investors, and the issuance of the Stock Consideration was not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder.The disclosures regarding the Merger Agreement and the transactions contemplated thereby, including the Acquisition and the issuance of the Stock Consideration, under Item 2.01 above are incorporated into this Item 3.02 by reference.
Item 7.01Regulation FD.
On January 2, 2018, the Company issued a press release announcing the completion of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Financial statements of business acquired.
The audited consolidated financial statements of Peoples, Inc. for the fiscal years ended December 31, 2016,2015, and 2014 and the unaudited consolidated financial statements of Peoples, Inc. as of September 30, 2017 and for the nine months ended September 30, 2017 and 2016are filed as Exhibit 99.2 and Exhibit 99.3 hereto and are incorporated herein by reference.
Pro forma financial information.
The unaudited pro forma condensed combined statement of financial condition as of September 30, 2017 and the unaudited pro forma condensed combined statements of operations for the fiscal year ended December 31, 2016 and for the ninemonths ended September 30, 2017(“Pro Forma Financial Statements”) are filed as Exhibit 99.4 hereto and are incorporated herein by references.The Pro Forma Financial Statements give effect to the Acquisition and are based on the historical consolidated financial statements of the Company and Peoples.