QCR Holdings, Inc. (NASDAQ:QCRH) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement
On June8, 2017, QCR Holdings, Inc., a Delaware corporation (QCR
Holdings), entered into a Purchase and Assumption Agreement with
Guaranty Bankshares, Inc., an Iowa corporation (Guaranty) (the
Agreement). to the terms of the Agreement, QCR Holdings will
acquire substantially all the assets of Guaranty
(theAcquisition), including 50% of the outstanding common stock
of Guaranty Bank and Trust Company, an Iowa-chartered commercial
bank and wholly owned banking subsidiary of Guaranty (Guaranty
Bank). The description of the Agreement contained in this Current
Report on Form 8-K is qualified in its entirety by reference to
the full text of the Agreement, which is attached hereto as
Exhibit2.1 and is incorporated herein by reference.
The projected deal value at closing of the transaction is
approximately $44.2million. The aggregate consideration will
consist of aggregate consideration of 79% QCR Holdings common
stock and 21% cash. The transaction is subject to regulatory
approval by bank regulators, approval by Guaranty shareholders
and certain closing conditions. The transaction is expected to
close late in the third quarter or early fourth quarter of 2017.
It is anticipated that Guaranty Bank will be merged with and into
QCR Holdingss wholly owned banking subsidiary, Cedar Rapids Bank
and Trust Company (CRBT), immediately following the completion of
the Acquisition. At the time of the bank merger, Guaranty Banks
banking offices will become branches of CRBT. As of March31,
2017, Guaranty Bank had total consolidated assets of
$266.8million, total loans of $197.3million and total deposits of
$213.5million.
The Agreement contains customary representations and warranties
of both parties and customary conditions to the parties
obligations to close the transaction, as well as agreements to
cooperate in the process of consummating the transaction. The
Agreement also contains provisions limiting the activities of
Guaranty and Guaranty Bank which are outside the ordinary and
usual course of business, including restrictions on employee
compensation, certain acquisitions and dispositions of assets and
liabilities, and solicitations relating to alternative
acquisition proposals, pending the completion of the Acquisition.
Certain of the directors and officers of Guaranty have executed
voting agreements in which they have agreed to vote their shares
of Guaranty common stock in favor of approval of the Agreement.
The information set forth above does not purport to be complete
and is qualified in its entirety by reference to the full text of
the Agreement, which is attached hereto as Exhibit2.1 and is
incorporated herein by reference. The representations, warranties
and covenants of each party set forth in the Agreement have been
made only for purposes of, and were and are solely for the
benefit of the contracting parties, including being qualified by
confidential disclosures made for the purposes of allocating
contractual risk between the parties to the Agreement instead of
establishing these matters as facts, and may be subject to
standards of materiality applicable to the contracting parties
that differ from those applicable to investors. 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
investors should not rely on them as statements of fact. In
addition, such representations and warranties (i)will not survive
the consummation of the Acquisition, and (ii)were made only as of
the date of the Agreement or such other date as is specified in
the Agreement. Moreover, information concerning the subject
matter of the representations and warranties may change after the
date of the Agreement, which subsequent information may or may
not be fully reflected in the parties public disclosures.
Accordingly, the Agreement is included with this filing only to
provide investors with information regarding the terms of the
Agreement, and not to provide investors with any other factual
information regarding QCR Holdings or Guaranty, their respective
affiliates or their respective businesses. The Agreement should
not be read alone, but should instead be read in conjunction with
the other information regarding QCR Holdings, Guaranty, their
respective
affiliates or their respective businesses, the Agreement and the
Acquisition that will be contained in, or incorporated by
reference into, the Registration Statement on FormS-4 that will include a
proxy statement of Guaranty and a prospectus of QCR Holdings, as
well as in the Forms10-K, Forms10-Q and other documents that QCR
Holdings files with or furnishes to the Securities and Exchange
Commission (SEC).
Item7.01.
Regulation FD Disclosure
A copy of the
press release, dated June8, 2017, issued by QCR Holdings
announcing the Acquisition is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.Additionally, QCR Holdings
prepared a transaction overview, which is attached here to as
Exhibit 99.2 and is incorporated herein by reference.
The information
furnished to this Item and the related exhibit shall not be
deemed filed for purposes of Section18 of the Securities Exchange
Act of 1934, as amended (the Exchange Act), or incorporated by
reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as may be expressly set
forth by specific reference in such filing.
Special
Note Concerning Forward-Looking Statements
This Current
Report on Form 8-K may contain forward-looking statements within
the meaning of the federal securities laws with respect to the
financial condition, results of operations, plans, objectives,
future performance and business of QCR Holdings and
Guaranty.Forward-looking statements, which may be based upon
beliefs, expectations and assumptions of QCR Holdingss and
Guarantys management and on information currently available to
management, are generally identifiable by the use of words such
as believe, expect, anticipate, plan, intend, estimate, may,
will, would, could, should or other similar
expressions.Additionally, all statements in this Current Report
on Form 8-K,
including forward-looking statements, speak only as of the date
they are made, and neither QCR Holdings nor Guaranty undertakes
any obligation to update any statement in light of new
information or future events. A number of factors, many of which
are beyond the ability of QCR Holdings and Guaranty to control or
predict, could cause actual results to differ materially from
those in any forward-looking statements.These factors include,
among others, the following: (i)the possibility that any of the
anticipated benefits of the proposed transaction between QCR
Holdings and Guaranty will not be realized or will not be
realized within the expected time period; (ii)the risk that
integration of operations of Guaranty with those of QCR Holdings
will be materially delayed or will be more costly or difficult
than expected; (iii)the inability to complete the proposed
transaction due to the failure of the required stockholder
approval; (iv)the failure to satisfy other conditions to
completion of the proposed transaction, including receipt of
required regulatory and other approvals; (v)the failure of the
proposed transaction to close for any other reason; (vi)the
effect of the announcement of the proposed transaction on
customer relationships and operating results; (vii)the
possibility that the proposed transaction may be more expensive
to complete than anticipated, including as a result of unexpected
factors or events; (viii)the strength of the local, national and
international economy; (ix)changes in state and federal laws,
regulations and governmental policies concerning QCR Holdingss
and Guarantys general business; (x)changes in interest rates and
prepayment rates of QCR Holdingss and Guarantys assets;
(xi)increased competition in the financial services sector and
the inability to attract new customers; (xii)changes in
technology and the ability to develop and maintain secure and
reliable electronic systems; (xiii)the loss of key executives or
employees; (xiv)changes in consumer spending; (xv)unexpected
results of acquisitions, including the acquisition of Guaranty;
(xvi)unexpected outcomes of existing or new litigation involving
QCR Holdings or Guaranty; (xvii)the economic impact of any future
terrorist threats or attacks; (xviii)the economic impact of
exceptional weather occurrences such as tornadoes, hurricanes,
floods, and blizzards; and (xix)changes in accounting policies
and practices. These risks and
uncertainties should be
considered in evaluating forward-looking statements and undue
reliance should not be placed on such statements. Additional
information concerning QCR Holdings and its business, including
additional factors that could materially affect QCR Holdingss
financial results, are included in QCR Holdingss filings with the
Securities and Exchange Commission
(theSEC).
Additional
Information
QCR Holdings will filea
registration statement on FormS-4 with the SEC in connection with
the proposed transaction. The registration statement will include
a proxy statement of Guaranty that also constitutes a prospectus
of QCR Holdings, which will be sent to the stockholders of
Guaranty. Guarantys stockholders are advised to read the proxy
statement/prospectus when it becomes available because it will
contain important information about QCR Holdings, Guaranty and
the proposed transaction. When filed, this document and other
documents relating to the proposed transaction filed by QCR
Holdings and Guaranty can be obtained free of charge from the
SECs website at www.sec.gov. These documents also can be
obtained free of charge by accessing QCR Holdingss website at
www.qcrh.com under the tab Investors Relations and then
under SEC Filings. Alternatively, these documents, when
available, can be obtained free of charge from QCR Holdings upon
written request to QCR Holdings, Inc., Corporate Secretary, 3551
7th Street, Moline,
Illinois 61265 or by calling (309) 736-3584, or from Guaranty,
upon written request to Guaranty Bankshares, Ltd., Chris Lindell,
Vice President, 302 Third Avenue Southeast, Cedar Rapids, Iowa
52401 or by calling (319) 286-6208.
This Current Report on Form
8-K shall not constitute an offer to sell or the solicitation of
an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section10 of the SecuritiesAct of 1933, as
amended.
Participants in this
Transaction
QCR Holdings, Guaranty and
certain of their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from
stockholders in connection with the proposed transaction under
the rules of the SEC. Information about these participants may be
found in the definitive proxy statement of QCR Holdings relating
to its 2017 Annual Meeting of Stockholders filed with the SEC on
April3, 2017. This definitive proxy statement can be obtained
free of charge from the sources indicated above. Additional
information regarding the interests of these participants will
also be included in the proxy statement/prospectus regarding the
proposed transaction when it becomes
available.
Item9.01. Financial
Statements and Exhibits
(d)Exhibits
| 2.1 |
Purchase and Assumption Agreement between QCR Holdings, Inc. and Guaranty Bankshares, Ltd., dated June8, 2017* |
| 99.1 | Press Release, dated June8, 2017 |
| 99.2 | Investor Presentation, dated June8, 2017 |
* QCR Holdings has omitted
schedules and similar attachments to the subject agreement to
Item601(b) of Regulation S-K. QCR Holdings will furnish a copy of
any omitted schedule or similar attachment to the SEC upon
request.
About QCR Holdings, Inc. (NASDAQ:QCRH)
QCR Holdings, Inc. is a multi-bank holding company. The Company serves the Quad Cities, Cedar Rapids, Waterloo/Cedar Falls and Rockford communities, through its banking subsidiaries, Quad City Bank and Trust Company (QCBT), Cedar Rapids Bank and Trust Company, and Rockford Bank and Trust Company, which provide commercial and consumer banking and trust and asset management services. It is also engaged in direct financing lease contracts through m2 Lease Funds, LLC (m2), a subsidiary of QCBT. It invests limited amounts of its capital in financial institutions and mutual funds. CRBT provides residential real estate mortgage lending services through its consumer banking division. The Company’s principal business consists of attracting deposits and investing those deposits in loans/leases and securities. The Company and its subsidiaries provide a range of commercial and retail lending/leasing, and investment services to corporations, partnerships, individuals and government agencies.