NATIONAL BANK HOLDINGS CORPORATION (NYSE:NBHC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Other Events.
Merger Agreement
On June 23, 2017, National Bank Holdings Corporation, a Delaware
corporation and parent of NBH Bank, a bank chartered under the
laws of the State of Colorado (the Company), entered into an
Agreement and Plan of Merger (the Merger Agreement) with and
Peoples, Inc. (Peoples), a Kansas corporation and parent of
Peoples Bank, a bank chartered under the laws of the State of
Kansas, and Peoples National Bank, a national bank chartered
under the laws of the United States (together, Peoples Banks),
and the significant stockholders of Peoples, representing
approximately 92% of Peoples stock outstanding (the Significant
Stockholders) to which Peoples will merge with and into the
Company with the Company surviving the merger (the
Merger).Immediately following the Merger, the Peoples Banks will
merge with and into NBH Bank with NBH Bank surviving the
merger.Under the terms of the Merger Agreement, the Company will
acquire all of the outstanding common stock of Peoples in
exchange for cash and stock consideration.In exchange for their
shares, the stockholders of Peoples will receive approximately
$36.3 million of cash consideration, subject to certain potential
adjustments, and approximately 3.4 million shares of the Companys
common stock. The transaction has a value of $143million in the
aggregate, based on the Companys closing price of $31.55 on June
23, 2017.On June 23, 2017, the Significant Stockholders approved
the Merger. The transaction is expected to be completed during
the fourth quarter of 2017.
The completion of the Merger is subject to customary conditions,
including, without limitation, (1) receipt of required regulatory
approvals; (2) the absence of any law or injunction that
prohibits the consummation of the Merger; (3) absence of a
material adverse effect on Peoples and its subsidiaries; (4)
receipt of an opinion from the Companys tax counsel that the
Merger qualifies as a reorganization under the U.S. tax code and
certain tax certifications, and (5) the continued employment of
an identified Peoples employee.
The Merger Agreement contains certain termination rights,
including the right of either party to terminate the Merger
Agreement if the Merger has not been consummated by June 23,
2018.
to the terms of the Merger Agreement, the Company will file a
shelf registration statement following the closing of the Merger
and for a period of six (6) months following the closing the
Merger, the Significant Stockholders collectively are prohibited
from transferring to a third party in any given day Company
common stock in an amount greater than 20% of the average daily
trading volume of the Companys common stock for a 20-day period
immediately preceding that day.
Under the terms of the Merger Agreement, Peoples will wind down
its national mortgage business operated out of the Kansas-based
Peoples Bank by December 31, 2017.The stockholders of Peoples
have agreed to indemnify the Company for losses arising from this
national mortgage business and certain other matters, including
disputes among the Companys stockholders. It is expected that an
initial amount of up to $11.1 million will be held in escrow for
a period of three years in connection with this
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indemnification.Once the escrow amount is exhausted, the
Significant Stockholders will provide indemnification severally
up to an aggregate cap of $34.5 million.
The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Merger Agreement, which is attached hereto as
Exhibit 2.1 and incorporated herein by reference. The Merger
Agreement has been included as an exhibit hereto solely to
provide investors and security holders with information
regarding its terms. It is not intended to be a source of
financial, business or operational information about the
Company, Peoples or their respective subsidiaries or
affiliates. The representations, warranties and covenants
contained in the Merger Agreement are made only for purposes of
the Merger Agreement and are made as of specific dates; are
solely for the benefit of the parties; may be subject to
qualifications and limitations agreed upon by the parties in
connection with negotiating the terms of the Merger Agreement,
including being qualified by confidential disclosures made for
the purpose of allocating contractual risk between the parties
rather than establishing matters as facts; and may be subject
to standards of materiality applicable to the contracting
parties that differ from those applicable to investors or
security holders. Investors and security holders should not
rely on the representations, warranties and covenants or any
description thereof as characterizations of the actual state of
facts or condition of the Company, Peoples or their respective
subsidiaries or affiliates. Moreover, information concerning
the subject matter of the representations, warranties and
covenants may change after the date of the Merger Agreement,
which subsequent information may or may not be fully reflected
in public disclosures.
Support Agreement
Concurrently with entering into the Merger Agreement, the
Company entered into a Support Agreement with Peoples and the
Significant Stockholders (the Support Agreement). to the
Support Agreement, the Significant Stockholders agreed to
execute a consent approving the merger by the day following the
signing of the Merger Agreement.These stockholders also agreed
to vote against any competing proposal, to not transfer their
shares prior to the closing of the Merger, to not solicit
employees or clients or engage in competitive activities after
the closing of the Merger, to deliver a general release at the
closing of the Merger and to maintain their assets in
connection with the indemnification agreed to in the Merger
Agreement.
The foregoing description of the Support Agreement is qualified
in its entirety by reference to the full text of the Support
Agreement, which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Forward-looking Statements
This press release contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform
Act of 1995. Forward-looking statements contain words such as
“anticipate,” “believe,” can, would, should, could, may,
predict, seek, potential, will, estimate, target, plan,
project, continuing, ongoing, expect, intend or similar
expressions that relate to the Company’s strategy, plans or
intentions. Forward-looking statements involve certain
important risks, uncertainties and other factors, any of which
could cause actual results to differ materially from those in
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such statements. Such factors include, without limitation, the
“Risk Factors” referenced in our most recent Form 10-K filed
with the Securities and Exchange Commission (SEC), other risks
and uncertainties listed from time to time in our reports and
documents filed with the SEC, and the following factors:
ability to obtain regulatory approvals and meet other closing
conditions to the merger on the expected terms and schedule;
delay in closing the merger; difficulties and delays in
integrating the NBH and Peoples businesses or fully realizing
cost savings and other benefits; business disruption following
the proposed transaction; ability to execute our business
strategy; business and economic conditions; economic, market,
operational, liquidity, credit and interest rate risks
associated with the Company’s business; effects of any changes
in trade, monetary and fiscal policies and laws; changes
imposed by regulatory agencies to increase capital standards;
effects of inflation, as well as, interest rate, securities
market and monetary supply fluctuations; changes in the economy
or supply-demand imbalances affecting local real estate values;
changes in consumer spending, borrowings and savings habits;
the Company’s ability to identify potential candidates for,
consummate, integrate and realize operating efficiencies from,
acquisitions or consolidations; the Company’s ability to
realize anticipated benefits from enhancements or updates to
its core operating systems from time to time without
significant change in client service or risk to the Company’s
control environment; the Company’s dependence on information
technology and telecommunications systems of third party
service providers and the risk of systems failures,
interruptions or breaches of security; the Company’s ability
to achieve organic loan and deposit growth and the composition
of such growth; changes in sources and uses of funds; increased
competition in the financial services industry; the effect of
changes in accounting policies and practices; the share price
of the Company’s stock; the Companys ability to realize
deferred tax assets or the need for a valuation allowance;
continued consolidation in the financial services industry;
ability to maintain or increase market share and control
expenses; costs and effects of changes in laws and regulations
and of other legal and regulatory developments; technological
changes; the timely development and acceptance of new products
and services; the Company’s continued ability to attract and
maintain qualified personnel; ability to implement and/or
improve operational management and other internal risk controls
and processes and reporting system and procedures; regulatory
limitations on dividends from the Company’s bank subsidiary;
changes in estimates of future loan reserve requirements based
upon the periodic review thereof under relevant regulatory and
accounting requirements; widespread natural and other
disasters, dislocations, political instability, acts of war or
terrorist activities, cyberattacks or international
hostilities; impact of reputational risk; and success at
managing the risks involved in the foregoing items. The Company
can give no assurance that any goal or plan or expectation set
forth in forward-looking statements can be achieved and readers
are cautioned not to place undue reliance on such statements.
The forward-looking statements are made as of the date of this
press release, and the Company does not intend, and assumes no
obligation, to update any forward-looking statement to reflect
events or circumstances after the date on which the statement
is made or to reflect the occurrence of unanticipated events or
circumstances, except as required by applicable law.
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Item 9.01. Financial Statements and Exhibits.
|
Exhibit No. |
Description of Exhibit |
|
2.1* |
Agreement and Plan of Merger, dated as of June 23, |
|
10.1 |
Support Agreement, dated as of June 23, 2017, by and |
* Schedules and exhibits have been omitted to Item 601(b)(2) of
Regulation S-K.A copy of any omitted schedule or exhibit will
be furnished supplementally to the Securities and Exchange
Commission upon request.
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to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
National Bank Holdings Corporation |
|
|
By: |
/s/ Zsolt K. Bessk |
|
Name: Zsolt K. Bessk Title: Chief Administrative Officer General Counsel |
|
|
Date: June 27, 2017 |
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EXHIBIT INDEX
|
Exhibit No. |
Description of Exhibit |
|
2.1* |
Agreement and Plan of Merger, dated as of June 23, |
|
10.1 |
Support Agreement, dated as of June 23, 2017, by and |
* Schedules and exhibits have been omitted
National Bank Holdings Corp ExhibitEX-2.1 2 nbhc-20170623ex2115ed39e.htm EX-2.1 nbhc_Current_Ex21_Merger Agreement Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among PEOPLES,…To view the full exhibit click here