S-4/A 1 a12-2018sx4a.htm S-4/A Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ENTERPRISE FINANCIAL SERVICES CORP
(Exact Name of Registrant as Specified in its Charter)


Delaware
6022
43-1706259
(State or Other Jurisdiction of Incorporation or Organization)
(Primary Standard Industrial Classification Code Number)
(IRS Employer
Identification Number)
150 North Meramec
Clayton, Missouri 63105

(314) 725-5500
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant’s Principal Executive Offices)
Keene S. Turner
Chief Financial Officer
Enterprise Financial Services Corp
150 North Meramec
Clayton, Missouri 63105

(314) 725-5500
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)


Copies to:

Paul Jaskot, Esq.
Holland & Knight LLP
Cira Centre, Suite 800
2929 Arch Street
Philadelphia, PA 19104
(215) 252-9539
John S. Gulas 
President and Chief Executive Officer 
Trinity Capital Corporation 
1200 Trinity Drive 
Los Alamos, NM 87544 
 (505) 662-5171
Peter G. Weinstock, Esq.
Beth A. Whitaker, Esq.
Hunton Andrews Kurth LLP
1445 Ross Avenue Suite 3700
Dallas, TX 75202
(214) 979-3000
 
 
 







Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the Merger described in the enclosed proxy statement/prospectus.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o     
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
    
Large accelerated filer
x     
 
 Accelerated filer
o 
Non-accelerated filer
o   
 
 Smaller reporting company
o 
 
 
 
 Emerging growth company
o 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.                 o
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)             o
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)             o

CALCULATION OF REGISTRATION FEE
Title Of Each Class Of Securities To Be Registered
Amount To Be Registered (1)
Proposed Maximum Offering Price Per Share
Proposed Maximum Aggregate Offering Price (2)
Amount Of Registration Fee (3)
Common Stock, par value $0.01 per share
4,025,472 shares
N/A
$165,541,433.54
$20,063.62 (4)

(1)
Represents the maximum number of shares of common stock of Enterprise Financial Services Corp to be issued upon completion of the Merger described in the proxy statement/prospectus contained herein, in accordance with the Agreement and Plan of Merger, dated as of November 1, 2018, by and among Enterprise Financial Services Corp, Enterprise Bank & Trust, Trinity Capital Corporation and Los Alamos National Bank, which is attached to the proxy statement/prospectus as Appendix A.
(2)
Estimated solely for the purpose of determining the registration fee required by Section 6(b) of the Securities Act and calculated in accordance with Rules 457(f)(2) and 457(f)(3) of the Securities Act of 1933. The proposed maximum aggregate offering price of the Enterprise common stock was calculated based on the market value of the shares of Trinity common stock (the securities being cancelled in the Merger) as follows: the product of (a) $9.95, the average of the high and low sales price of Trinity voting common stock as quoted on the OTCQX Market on December 10, 2018, less the minimum amount of cash consideration to be paid in the Merger of $1.84 per share multiplied by (b) 20,412,014, the estimated maximum number of shares of Trinity common stock that may be exchanged for shares of Enterprise common stock in the Merger.




(3)
Computed pursuant to Rules 457(f)(2) and 457(f)(3) of the Securities Act, based on a rate of $121.20 per $1,000,000 of the proposed maximum aggregate offering price.
(4)
Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission (the “SEC”), acting pursuant to said Section 8(a), may determine.




Information in this proxy statement/prospectus is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these 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.
PRELIMINARY PROXY STATEMENT/PROSPECTUS - SUBJECT TO COMPLETION - DATED DECEMBER 31, 2018
MERGER PROPOSED - YOUR VOTE IS VERY IMPORTANT
Dear Shareholder of Trinity Capital Corporation:
 
On November 1, 2018, Trinity Capital Corporation (“Trinity”) and its wholly-owned subsidiary bank, Los Alamos National Bank (“LANB”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Enterprise Financial Services Corp (“Enterprise”) and Enterprise’s wholly-owned subsidiary bank, Enterprise Bank & Trust (“EB&T”), which provides for the merger of Trinity with and into Enterprise, with Enterprise surviving the merger (the “Merger”).

In connection with the Merger, Trinity will hold a special meeting of its shareholders (the “Special Meeting”) on February 5, 2019, at 10:00 a.m., Mountain Time, at Crossroads Bible Church, 97 E Road, Los Alamos, New Mexico 87544. At the Special Meeting, you will be asked to consider and vote upon a proposal to approve the Merger Agreement and the transactions contemplated thereby (the “Merger Proposal”), a proposal to approve a non-binding advisory resolution to approve the compensation that will or may become payable to certain named executive officers of Trinity in connection with the Merger (the “Advisory Vote Proposal”), and a proposal to approve the adjournment or postponement of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal (the “Adjournment Proposal”).

If the Merger is completed, each share of Trinity voting common stock and non-voting common stock outstanding immediately prior to the effective time of the Merger will be converted into the right to receive: (i) $1.84 in cash, without interest and subject to adjustment (the “Cash Consideration”), and (ii) 0.1972 shares of Enterprise common stock (the “Stock Consideration” and together with the Cash Consideration, the “Merger Consideration”), together with cash in lieu of a fractional share of Enterprise common stock.

Enterprise common stock is listed for trading on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “EFSC.” Based on the fixed value of the Cash Consideration of $1.84 per share and based on the following closing prices of Enterprise common stock on NASDAQ: (i) $43.45 on October 31, 2018, the last trading day before public announcement of the Merger Agreement and (ii) $37.42 on December 28, 2018, the latest practicable trading day before the date of this proxy statement/prospectus, the implied value of the Merger Consideration per share would be approximately $10.41 and $9.22, respectively, and the implied value of the aggregate Merger Consideration would be approximately $213 million and $188 million, respectively. The implied value of the Stock Consideration will fluctuate as the market price of Enterprise common stock fluctuates. You should obtain current market quotations for Enterprise common stock before deciding how to vote with respect to the approval of the Merger Agreement.

Trinity will have a right to terminate the Merger Agreement if the volume weighted average price of Enterprise common stock during a specified period before the effective time of the Merger both (i) is less than $37.26352 per share and (ii) underperforms a specified index of financial institution stocks during such period by more than twenty percent (20%); provided, however, that if Trinity elects to terminate the Merger Agreement in such instance, Enterprise may elect to reinstate the Merger and the other transactions contemplated by the Merger Agreement by adjusting the exchange ratio to increase the Stock Consideration or add an amount in cash to increase the Cash Consideration. If Enterprise makes such election to reinstate the Merger and the other transactions contemplated by the Merger Agreement, then no termination will occur and the Merger Agreement will remain in effect according to its terms (except the Merger Consideration, which will have been adjusted).





Your vote is important regardless of the number of shares that you own. Approval of the Merger Agreement requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of Trinity voting common stock and the affirmative vote of the holders of at least two-thirds of the outstanding shares of Trinity non-voting common stock entitled to vote at the Special Meeting. Accordingly, whether or not you plan to attend the Special Meeting, please take time to vote by following the voting instructions included in the enclosed proxy card. Submitting a proxy now will not prevent you from being able to vote in person at the Special Meeting.

After careful consideration, the Trinity board of directors unanimously approved and adopted the Merger Agreement and the transactions contemplated thereby, including the Merger. The Trinity board of directors recommends that you vote: “FOR” the Merger Proposal, “FOR” the Advisory Vote Proposal and “FOR” the Adjournment Proposal.

The accompanying document is a proxy statement of Trinity and a prospectus of Enterprise, and provides you with information about Trinity, Enterprise, the Special Meeting, the Merger Proposal, the Merger, the documents related to the Merger and other related matters. Trinity encourages you to read the entire proxy statement/prospectus, including any documents it refers you to, and its appendices carefully and in their entirety. For a discussion of risk factors you should consider in evaluating the Merger Agreement you are being asked to approve, see “Risk Factors” beginning on page 30 of the accompanying proxy statement/prospectus.

We look forward to seeing you and visiting with you at the Special Meeting.
 
Sincerely,


/s/ John S. Gulas
John S. Gulas
President and Chief Executive Officer

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the shares of Enterprise common stock to be issued in the Merger or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.
The securities to be issued in connection with the Merger are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
This proxy statement/prospectus is dated January 2, 2019 and is being first mailed to Trinity shareholders on or about January 8, 2019.


















HOW TO OBTAIN MORE INFORMATION
This proxy statement/prospectus incorporates by reference important business and financial information about Enterprise from documents filed with the SEC that are not included in or delivered with this proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by Enterprise at no cost from the SEC’s website maintained at http://www.sec.gov. You may also request copies of these documents, including documents incorporated by reference into this proxy statement/prospectus, at no cost by contacting Enterprise in writing at the address or by telephone as specified below:
Enterprise Financial Services Corp
Keene S. Turner, Chief Financial Officer
150 North Meramec
Clayton, MO 63105

(314) 725-5500
You will not be charged for any of these documents that you request. In order for you to receive timely delivery of the documents, you must request them no later than five business days before the date of the Special Meeting. This means that Trinity shareholders requesting documents must do so by January 28, 2019 in order to receive them before the Special Meeting.
See “Where You Can Find More Information” on page 139 of this proxy statement/prospectus.
You should only rely on the information contained in this proxy statement/prospectus. We have not authorized anyone to provide shareholders of Trinity with different information. This proxy statement/prospectus is dated January 2, 2019; you should not assume that information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this proxy statement/prospectus to Trinity shareholders nor the issuance by Enterprise of Enterprise common stock in connection with the transactions contemplated by the Merger Agreement will create any implications to the contrary.
This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy any securities, or the solicitation of a consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

























TRINITY CAPITAL CORPORATION
1200 Trinity Drive
Los Alamos, NM 87544

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 5, 2019
 
NOTICE IS HEREBY GIVEN that a special meeting of shareholders (the “Special Meeting”) of Trinity Capital Corporation (“Trinity”) will be held on February 5, 2019, at 10:00 a.m., Mountain Time, at Crossroads Bible Church, 97 E Road, Los Alamos, New Mexico 87544.

The Special Meeting is for the purpose of considering and acting upon:
 
1.    A proposal to approve the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 1, 2018, by and among Enterprise Financial Services Corp (“Enterprise”), Enterprise Bank & Trust, Enterprise’s wholly-owned subsidiary bank (“EB&T”), Trinity and Los Alamos National Bank, Trinity’s wholly-owned subsidiary bank (“LANB”), a copy of which is included in this proxy statement/prospectus as Appendix A, pursuant to which Trinity will merge with and into Enterprise, with Enterprise surviving the merger (the “Merger”), and transactions contemplated thereby (the “Merger Proposal”);

2.    A proposal to approve a non-binding advisory resolution to approve the compensation that will or may become payable to certain named executive officers of Trinity in connection with the Merger (the “Advisory Vote Proposal”); and
 
3.    A proposal to adjourn or postpone the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal (the “Adjournment Proposal”).
 
Any action may be taken on the foregoing proposals at the Special Meeting on the date specified above or on any date or dates to which, by original or later adjournment or postponement, the Special Meeting may be adjourned. Only Trinity shareholders of record as of the close of business on December 31, 2018 are entitled to notice of and to vote at the Special Meeting and any adjournments or postponements thereof.

THE BOARD OF DIRECTORS OF TRINITY AND ENTERPRISE HAVE EACH UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY AND HAVE DETERMINED THAT THE MERGER IS IN THE BEST INTEREST OF THEIR RESPECTIVE SHAREHOLDERS. THE TRINITY BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE MERGER PROPOSAL, “FOR” THE ADVISORY VOTE PROPOSAL AND “FOR” THE ADJOURNMENT PROPOSAL.
 
Your vote is very important. You are requested to vote via the Internet, by telephone or complete, sign and date the enclosed proxy card which is solicited by the Trinity board of directors and to return it promptly in the enclosed, postage-paid envelope. You may also vote in person at the Special Meeting. The proxy will not be used if you attend and vote at the Special Meeting in person.
 
 
BY ORDER OF THE BOARD OF DIRECTORS
 
 
 
 
 
Arthur B. Montoya, Jr.
Secretary




TABLE OF CONTENTS
 
Page
QUESTIONS AND ANSWERS ABOUT THE MERGER
SUMMARY
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ENTERPRISE
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF TRINITY
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
RECENT DEVELOPMENTS
RISK FACTORS
SPECIAL MEETING OF TRINITY SHAREHOLDERS
PROPOSAL I – THE MERGER
Terms of the Merger
Background of the Merger
Enterprise’s Reasons for the Merger; Recommendation of the Board of Enterprise
Trinity’s Reasons for the Merger; Recommendation of the Trinity Board of Directors
Recommendation of the Trinity Board of Directors
Opinion of Trinity’s Financial Advisor
Dissenters’ Rights of Appraisal of Holders of Trinity Common Stock
Regulatory Approvals Required for the Mergers
Interests of Trinity’s Directors and Executive Officers in the Merger
THE MERGER AGREEMENT
Structure of the Merger
Merger Consideration
Conversion of Shares; Exchange of Certificates; Fractional Shares
Closing and Effective Time
Management and Operations After the Merger
Representations and Warranties
Conduct of Business Pending the Merger
Conduct of Enterprise Prior to the Merger
Acquisition Proposals by Third Parties
Conditions to Completion of the Merger
Amendment of the Merger Agreement
Termination of the Merger Agreement
Termination Fee; Effect of Termination
Expenses of the Merger
Stock Exchange Listing
Restrictions on Resales by Affiliates
Accounting Treatment
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
MARKET PRICE AND DIVIDEND INFORMATION
INFORMATION ABOUT THE COMPANIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
COMPARISON OF SHAREHOLDER RIGHTS




SECURITY OWNERSHIP OF TRINITY DIRECTORS, CERTAIN OFFICERS AND CERTAIN BENEFICIAL OWNERS
PROPOSAL II – TO APPROVE A NON-BINDING ADVISORY RESOLUTION TO APPROVE THE COMPENSATION THAT WILL OR MAY BECOME PAYABLE TO THE NAMED EXECUTIVE OFFICERS OF TRINITY IN CONNECTION WITH THE MERGER
PROPOSAL III – TO ADJOURN OR POSTPONE THE SPECIAL MEETING TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE MERGER PROPOSAL
TRINITY SHAREHOLDER PROPOSALS
EXPERTS
OTHER MATTERS
WHERE YOU CAN FIND MORE INFORMATION
INDEX TO FINANCIAL STATEMENTS
APPENDICES
Appendix A  Agreement and Plan of Merger, dated as of November 1, 2018, between Enterprise Financial Services Corp and Trinity Capital Corporation
Appendix B  Form of Voting Agreements between Enterprise Financial Services Corp and shareholders of Trinity Capital Corporation
Appendix C  Form of Agreement and Plan of Merger between Enterprise Bank & Trust and Los Alamos National Bank
Appendix D  Opinion of Keefe, Bruyette & Woods, Inc.
Appendix E  New Mexico Business Corporation Act Chapter 53, Corporations
PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS
SIGNATURES
EXHIBIT INDEX





QUESTIONS AND ANSWERS ABOUT THE MERGER
The following are answers to certain questions that you may have regarding the Merger and the Special Meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional information is also contained in the appendices to this proxy statement/prospectus.

1.
Q:  Why am I receiving these materials?
A: Enterprise and Trinity have entered into the Merger Agreement, pursuant to which Trinity will merge with and into Enterprise, with Enterprise as the surviving entity. Immediately thereafter, Trinity’s wholly-owned bank subsidiary, LANB, will merge with and into EB&T, the wholly-owned bank subsidiary of Enterprise, with EB&T surviving. We are sending these materials to Trinity shareholders help them decide how to vote their shares of Trinity common stock with respect to the proposed Merger. The Merger cannot be completed unless Trinity receives the affirmative vote of the holders of at least two-thirds of the outstanding shares of Trinity voting common stock and Trinity non-voting common stock entitled to vote on the matters in connection with the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger. Therefore, Trinity is holding a Special Meeting of its shareholders to vote on the proposals necessary to complete the Merger. Information about the Special Meeting is contained in this proxy statement/prospectus.
Trinity shareholders are also being asked to consider and vote upon two additional proposals: 1) a proposal to approve a non-binding advisory resolution to approve the compensation that will or may become payable to certain named executive officers of Trinity in connection with the Merger and 2) a proposal to adjourn or postpone the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal.

This document serves as a proxy statement being used by the Trinity board of directors to solicit proxies of Trinity shareholders for use at the Special Meeting. This document also serves as a prospectus of Enterprise being delivered to Trinity shareholders because Enterprise is offering to issue shares of its common stock to Trinity shareholders in connection with the Merger. This proxy statement/prospectus contains important information about the Merger, the proposals being voted on at the Special Meeting, the documents related to such proposals and important information to consider in connection with an investment in Enterprise common stock. We urge you to read this information carefully and in its entirety.
2.
Q:  What will happen in the Merger?
A: The purpose of the Merger is to combine the businesses and operations of Trinity with those of Enterprise. In the Merger, Trinity will merge with and into Enterprise, the separate corporate existence of Trinity will cease, and Enterprise will be the surviving corporation. The Merger Agreement described in this proxy statement/prospectus contains the terms and conditions which must be satisfied to complete the Merger. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Appendix A.
Enterprise and Trinity also agreed that their principal operating subsidiaries will merge with each other. Immediately after the Merger, LANB will merge with and into EB&T. As a result of this Bank Merger, the separate corporate existence of LANB will cease, and EB&T will continue as the surviving bank. EB&T appreciates and acknowledges the historical significance of LANB in New Mexico and the commitment that LANB customers have to the bank. In an effort to facilitate the transition of the relationships acquired through the Bank Merger, EB&T is working with LANB to gather relevant input and market data from associates and customers of LANB regarding possible future name options for a period following the consummation of the Bank Merger.
3.
Q:  What items of business will Trinity shareholders consider at the Special Meeting?
A: At the Special Meeting, Trinity shareholders will be asked to vote in favor of approval of the Merger Agreement and the transactions contemplated thereby, including the Merger. In addition, Trinity shareholders will be asked

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to vote in favor of two additional proposals: 1) a proposal to approve a non-binding advisory resolution to approve the compensation that will or may become payable to certain named executive officers of Trinity in connection with the Merger and 2) a proposal to adjourn or postpone the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal.
4.
Q:  What will Trinity shareholders receive in the Merger?
A: If the Merger Agreement is approved and the Merger is completed, each share of Trinity common stock will be converted into the right to receive $1.84 in cash, without interest and subject to adjustment (the “Cash Consideration”), and 0.1972 shares of Enterprise common stock (the “Stock Consideration” and together with the Cash Consideration, the “Merger Consideration”). Each holder of shares of Trinity common stock exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Enterprise’s common stock (after taking into account all certificates and book-entry shares delivered by such holder) shall receive, in lieu thereof, an amount of cash (without interest and rounded to the nearest whole cent). See “The Merger Agreement — Merger Consideration” on page 68.
Based on the fixed value of the Cash Consideration of $1.84 per share and based on the following closing prices of Enterprise common stock on the NASDAQ Global Select Market (“NASDAQ”): (i) $43.45 on October 31, 2018, the last trading day before public announcement of the Merger Agreement and (ii) $37.42 on December 28, 2018, the latest practicable trading day before the date of this proxy statement/prospectus, the implied value of the Merger Consideration per share would be approximately $10.41 and $9.22, respectively, and the implied value of the aggregate Merger Consideration would be approximately $213 million and $188 million, respectively.
Upon consummation of the Merger, each issued and outstanding restricted stock units and other stock-based awards granted by Trinity that would vest immediately prior to the effective time of the Merger will be cancelled and the holders will be entitled to receive the Merger Consideration in accordance with the terms of the Merger Agreement.
5.
Q: Will the value of the Merger Consideration change between the date of this proxy statement/prospectus and the time the Merger is completed?
A: With respect to Enterprise common stock, the value of such Enterprise common stock will fluctuate between the date of this proxy statement/prospectus and the completion of the Merger based upon the market value of Enterprise common stock. As a portion of the Merger Consideration is Stock Consideration, any fluctuation in the market price of Enterprise common stock after the date of this proxy statement/prospectus will change the value received by Trinity shareholders. The total value of the Merger Consideration issued to Trinity shareholders upon completion of the Merger will fluctuate based on the share price of Enterprise common stock and the number of shares of Trinity common stock and restricted stock units outstanding on the date of the Merger and is subject to adjustment pursuant to the Merger Agreement.
In addition, the value of the Cash Consideration to be paid to Trinity shareholders in connection with the Merger may be reduced by the amount by which the sum of any environmental-related remediation expenses exceed $250,000.
6.
Q:  How do Trinity shareholders receive Enterprise common stock and cash for their Trinity common stock?
A: Enterprise’s exchange agent will mail each Trinity shareholder of record in a separate mailing (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to your certificates and book-entry shares shall pass, only upon proper delivery of the certificates to the exchange agent or, in the case of book-entry shares, upon adherence to the procedures set forth in the letter of transmittal, and (ii) instructions for use in effecting the surrender of the certificates or, in the case of book-entry shares, the surrender of such shares, for payment of the Merger Consideration. Any portion of the Merger Consideration not claimed by a Trinity shareholder by surrender of his, her or its certificates or book-entry shares to the exchange agent prior to the first anniversary of the closing date of the Merger will be delivered by the exchange agent to Enterprise. Any Trinity shareholder that has not complied with the instructions by the exchange agent shall thereafter only look to Enterprise

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for payment of the Merger Consideration (and any cash in lieu of fractional shares). See “The Merger Agreement — Merger Consideration” beginning on page 68.
7.
Q:  What are the tax consequences of the Merger to each Trinity shareholder?
A: Enterprise expects to report the Merger of Trinity with and into Enterprise, and the subsequent Merger of LANB with and into EB&T, as tax-free reorganizations for U.S. federal income tax purposes under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).
Trinity shareholders must generally recognize gain (but not loss) on the exchange in an amount equal to the lesser of (1) the amount of gain realized (i.e., the excess of the sum of the fair market value of the shares of Enterprise common stock (including any fractional shares) and cash received pursuant to the Merger (excluding any cash received in lieu of fractional shares) over the shareholder’s adjusted tax basis in its shares of Trinity common stock surrendered pursuant to the Merger), or (2) the amount of cash (excluding any cash received in lieu of fractional shares) received pursuant to the Merger.
Trinity shareholders who receive cash in lieu of fractional shares will be treated as having received the fractional share and then having the fractional share redeemed by Enterprise for cash. Accordingly, a portion of their adjusted basis in shares of Trinity common stock surrendered pursuant to the Merger will be allocated to the fractional share which is deemed to have been received and the Trinity shareholder will recognize gain (but not loss) in an amount equal to the cash received for the fractional share over the adjusted basis allocable to that share.
Each of Enterprise’s and Trinity’s obligations to complete the Merger is conditioned on the receipt of a legal opinion about the federal income tax treatment of the Merger. This opinion will not bind the Internal Revenue Service (the “IRS”), which could take a different view.
We urge you to consult your tax advisor for a full understanding of the tax consequences of the Merger to you.  In many cases, tax consequences of the Merger will depend on your particular facts and circumstances.  See “Material United States Federal Income Tax Considerations,” beginning at page 82.
8.
Q:  Do Trinity shareholders have rights to dissent from the Merger?
A: Yes, Trinity shareholders have the right under New Mexico law to demand appraisal of their shares of Trinity common stock in connection with the Merger and to receive, in lieu of the Merger Consideration, payment in cash for the fair value of their shares of Trinity common stock. Any Trinity shareholder electing to exercise dissenters’ rights must not have voted his, her or its shares of Trinity common stock “FOR” the Merger Proposal and must specifically comply with the applicable provisions of the New Mexico Business Corporation Act (“NMBCA”) in order to perfect the rights of dissent and appraisal. The Merger Agreement requires as a condition to consummation, subject to waiver by Enterprise and Trinity, that the number of shares held by dissenting Trinity shareholders is no more than ten percent (10%) of the number of shares of Trinity common stock issued and outstanding immediately prior to the closing date of the Merger. See “Proposal I – The Merger — Dissenters’ Rights of Appraisal of Holders of Trinity Common Stock,” beginning at page 62.
9.
Q:  Are there regulatory or other conditions to the completion of the Merger?
A: Yes. The Merger and related transactions require approval from the Federal Deposit Insurance Corporation (the “FDIC”), the Missouri Division of Finance (the “Division”), and the Federal Reserve Bank of St. Louis (the “Reserve Bank”), acting under delegated authority from the Board of Governors of the Federal Reserve System (the “Federal Reserve”). As of the date of this proxy statement/prospectus, the appropriate filings have been made with the FDIC, the Reserve Bank and the Division. Additionally, the approval of the Merger Agreement requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of Trinity voting common stock and the affirmative vote of the holders of at least two-thirds of the outstanding shares of Trinity non-voting common stock entitled to vote at the Special Meeting. Completion of the Merger is also subject to other specified conditions. See “The Merger Agreement — Conditions to Completion of the Merger,” beginning at page 78.

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10.
Q:    What does the Trinity board of directors recommend?
A: The Trinity board of directors has unanimously approved the Merger Agreement and unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the Advisory Vote Proposal and “FOR” the Adjournment Proposal.
11.
Q:    What constitutes a quorum for the Special Meeting?
A: The presence in person or by proxy of the majority of Trinity common stock outstanding on the record date for the Special Meeting will constitute a quorum. If you submit a properly executed proxy card, you will be considered part of the quorum even if you withhold authority from the proxy holders to vote your shares and do not attend the Special Meeting.
12.
Q:    What vote is required to approve each proposal at the Special Meeting?
A: Approval of the Merger Proposal requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of Trinity voting common stock and the affirmative vote of the holders of at least two-thirds of the outstanding shares of Trinity non-voting common stock entitled to vote at the Special Meeting. Holders of these two classes of common stock will vote as separate voting groups on the Merger Proposal. While holders of shares of Trinity non-voting common stock typically do not have voting rights, New Mexico law provides voting rights to otherwise non-voting classes of stock in connection with certain fundamental transactions, such as the proposed Merger.
Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Trinity common stock represented in person or by proxy at the Special Meeting. Because the Advisory Vote Proposal is advisory in nature only, it will not be binding on either Trinity or Enterprise, regardless of whether the Merger Agreement is approved. Accordingly, as the compensation to be paid in connection with the Merger is a contractual obligation to the named executive officers of Trinity, regardless of the outcome of the advisory vote, such compensation will be payable if the Merger Agreement is approved and the Merger is completed, subject only to the contractual conditions applicable to such payment.
13.
Q:    When and where is the Special Meeting?
A: The Special Meeting will be held on February 5, 2019, at 10:00 a.m., Mountain Time, at Crossroads Bible Church, 97 E Road, Los Alamos, New Mexico 87544.
14.
Q:    What do I need to do now?
A: After carefully reading these materials, Trinity shareholders should vote their shares of Trinity common stock (i) via the Internet at the website http://www.cstproxy.com/trinitycapitalcorp/sm2019, (ii) by telephone at the number 1 (866) 894-0536, (iii) by completing and mailing the enclosed proxy card or (iv) by voting in person at the Special Meeting. Please refer to the specific instructions set forth in the enclosed proxy card. To ensure their votes are represented at the Special Meeting, Trinity recommends that its shareholders vote by proxy (either via the Internet, by telephone or by proxy card) even if they plan to attend the Special Meeting. If you sign, date and return your proxy but do not indicate how you want to vote, your proxy will be counted as a vote “FOR” the Merger Proposal, “FOR” the Advisory Vote Proposal and “FOR” the Adjournment Proposal.
15.
Q:  Can I change my vote after I have mailed my signed proxy card?
A: Yes. There are five ways for Trinity shareholders to revoke their proxy and change their vote. Trinity shareholders that hold shares in their name as a shareholder of record as of the record date for the Special Meeting may change their vote or revoke any proxy at any time before the Special Meeting is called to order by (i) delivering a written notice of revocation to Trinity’s Corporate Secretary, (ii) completing, signing and returning a new proxy card with a later date than such shareholder’s original proxy card prior to such time that the proxy card for any such shareholder

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must be received, and any earlier proxy will be revoked automatically, (iii) logging onto the Internet website specified on such shareholder’s proxy card in the same manner such shareholder would to submit their proxy electronically and following the instructions indicated on the proxy card or (iv) calling the telephone number specified on such shareholder’s proxy card in the same manner such shareholder would to submit their proxy telephonically and following the instructions indicated on the proxy card or (v) attending the Special Meeting in person, notifying the Corporate Secretary that such shareholder is revoking their proxy and voting by ballot at the Special Meeting. Attendance at the Special Meeting will not, in and of itself, constitute a revocation of a proxy.
16.
Q: What happens if I sell my shares of Trinity common stock before the Special Meeting?
A: The record date for determining which Trinity shareholders are eligible to vote at the Special Meeting is earlier than both the date of the Special Meeting and the completion of the Merger. If you transfer your shares of Trinity common stock after the record date for the Special Meeting but before the Special Meeting you will, unless special arrangements are made, retain the right to vote the shares at the Special Meeting but will transfer the right to receive the Merger Consideration to the person to whom you transfer the shares.
17.
Q:    When do you expect the Merger to be completed?
A: We expect to complete the Merger shortly after all of the conditions to the Merger are fulfilled, including obtaining the approval of Trinity shareholders and the approval of the applicable regulatory agencies. We anticipate this will occur in the first half of 2019; however, delays may occur.  We cannot assure you that we will obtain the necessary shareholder approvals and regulatory approvals or that the other conditions precedent to the Merger can or will be satisfied. 
18.
Q:    What happens if the Merger is not completed?
A: If the Merger is not completed, holders of Trinity common stock will not receive any consideration for their shares in connection with the Merger. Instead, Trinity will remain an independent company. In addition, if the Merger Agreement is terminated in certain circumstances, a termination fee may be required to be paid by Trinity. If the Merger Agreement is terminated by either party as a result of the other party’s material breaches of its representations, warranties or covenants set forth in the Merger Agreement, and such breach would result in the closing conditions not being satisfied, then the non-terminating party will be required to pay the terminating party $2,000,000 as liquidated damages. See “The Merger Agreement — Termination of the Merger Agreement” on page 79.
19.
Q:    Who can help answer my questions?
A: If you have any questions about the Merger or the Special Meeting, or if you need additional copies of this proxy statement/prospectus or the proxy card, you should contact John S. Gulas, President and Chief Executive Officer of Trinity, at (505) 663-3990.


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SUMMARY
This summary highlights selected information from this proxy statement/prospectus and may not contain all the information that is important to you. We urge you to read carefully this entire document, and the documents referenced herein, for a more complete understanding of the Merger between Enterprise and Trinity. In addition, we incorporate by reference into this document important business and financial information about Enterprise. You may obtain the information incorporated by reference in this document without charge by following the instructions in the section entitled “Where You Can Find More Information.” Each item in this summary includes a page reference directing you to a more complete description of that item.
Unless the context otherwise requires, references in this proxy statement/prospectus to “Enterprise” refer to Enterprise Financial Services Corp, a Delaware corporation; references to “EB&T” refer to Enterprise Bank & Trust, a Missouri state-chartered trust company with banking powers and a wholly owned subsidiary of Enterprise; references to “Trinity” refer to Trinity Capital Corporation, a New Mexico corporation; references to “LANB” refer to Los Alamos National Bank, a national banking association and a wholly owned subsidiary of Trinity; references to the “Merger Agreement” refer to the Agreement and Plan of Merger, dated as of November 1, 2018, among Enterprise, Trinity, EB&T and LANB; and references to “we,” “our” or “us” refer to Enterprise and Trinity.
We Propose a Merger of Enterprise and Trinity (Page 39)
We propose that Trinity will merge with and into Enterprise, with Enterprise being the surviving company (the “Merger”). As a result of the Merger, the separate existence of Trinity will cease. Immediately following the Merger, Trinity’s wholly owned bank subsidiary, LANB, will merge with and into Enterprise’s wholly owned bank subsidiary, EB&T, with EB&T being the surviving bank (the “Bank Merger,” and together with the Merger, the “Mergers”). Following the Bank Merger, EB&T will continue its corporate existence as a state-chartered trust company with banking powers, organized under the laws of the State of Missouri. EB&T appreciates and acknowledges the historical significance of LANB in New Mexico and the commitment that LANB customers have to the bank. In an effort to facilitate the transition of the relationships acquired through the Bank Merger, EB&T is working with LANB to gather relevant input and market data from associates and customers of LANB regarding possible future name options for a period following the consummation of the Bank Merger. We expect to complete the Merger and the Bank Merger in the first half of 2019, although delays may occur.
The Merger Agreement is attached to this proxy statement/prospectus on Appendix A, which is incorporated by reference into this proxy statement/prospectus. Please read the entire Merger Agreement. It is the legal document that governs the Merger.
Special Meeting (Page 35)
Trinity plans to hold the Special Meeting on February 5, 2019, at 10:00 a.m., Mountain Time, at Crossroads Bible Church, 97 E Road, Los Alamos, New Mexico 87544. At the Special Meeting, holders of Trinity common stock will be asked to approve the Merger Agreement and the transactions contemplated thereby, including the Merger.
You can vote at the Special Meeting to approve the Merger Proposal if you owned Trinity common stock at the close of business on December 31, 2018, the record date for the Special Meeting. As of the record date for the Special Meeting, there were 19,821,933 shares of Trinity common stock outstanding and entitled to vote, of which 12,085,733 were shares of Trinity voting stock and 7,736,200 were shares of Trinity non-voting common stock. Holders of these two classes of Trinity common stock will vote as separate voting groups on the Merger Proposal. While holders of shares of Trinity non-voting common stock typically do not have voting rights, New Mexico law provides voting rights to otherwise non-voting classes of stock in connection with certain fundamental transactions, such as the proposed Merger. A holder of Trinity common stock can cast one vote for each share of Trinity common stock owned on such record date.

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The Trinity Board Unanimously Recommends That Holders of Trinity Common Stock Vote “FOR” the Merger Proposal (Page 46)
The Trinity board of directors (i) believes that the Merger Proposal is advisable and in the best interest of Trinity and its shareholders, (ii) has unanimously approved and adopted the Merger Agreement and the transactions contemplated thereby and (iii) unanimously recommends that holders of Trinity common stock vote “FOR” the Merger Proposal.
Approval of the Merger Proposal Requires the Affirmative Vote of the Holders of Two-Thirds of the Outstanding Shares of Trinity Common Stock (Page 64)
In order to complete the Merger, the Merger Proposal must be approved by the affirmative vote of (i) the Trinity board of directors and (ii) the holders of at least two-thirds of the outstanding shares of Trinity common stock. The Trinity board of directors has unanimously approved the Merger Proposal. Accordingly, in order to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, the holders of at least two-thirds of the outstanding shares of Trinity voting common stock and the holders of at least two-thirds of the outstanding shares of Trinity non-voting common stock entitled to vote at the Special Meeting must vote in favor of the Merger Proposal. Holders of these two classes of Trinity common stock will vote as separate voting groups on the Merger Proposal. While holders of shares of Trinity non-voting common stock typically do not have voting rights, New Mexico law provides voting rights to otherwise non-voting classes of stock in connection with certain fundamental transactions, such as the proposed Merger.
As an inducement to and condition of Enterprise’s willingness to enter into the Merger Agreement, all of the directors and certain officers and large shareholders of Trinity entered into voting agreements, pursuant to which, among other things, they agreed to vote all of their shares of Trinity common stock in favor of the Merger Proposal and other matters required to be approved or adopted to effect the Merger and any other transactions contemplated by the Merger Agreement. As of November 1, 2018, the directors, officers and shareholders of Trinity that are a party to the voting agreements beneficially owned, in the aggregate, approximately 38.12% of Trinity voting common stock and 100% of Trinity non-voting common stock.
For a list of the number of shares of Trinity common stock held by (i) each director of Trinity, (ii) each shareholder that is known to Trinity as of the date hereof to beneficially own more than five percent (5%) of the outstanding shares of Trinity common stock and (iii) all directors and certain officers of Trinity as a group, see “Security Ownership of Trinity Directors, Certain Officers and Certain Beneficial Owners.
Enterprise’s Reasons for the Merger (Page 45)
For a discussion of the factors considered by Enterprise’s board of directors in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, see “Proposal I – The Merger — Enterprise’s Reasons for the Merger; Recommendation of the Board of Enterprise.
Trinity’s Reasons for the Merger (Page 46)
For a discussion of the factors considered by the Trinity board of directors in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, see “Proposal I – The Merger— Trinity’s Reasons for the Merger; Recommendation of the Trinity Board of Directors.
Opinion of Trinity’s Financial Advisor (Page 50)
In connection with the Merger, Trinity’s financial advisor, Keefe, Bruyette & Woods, Inc. (“KBW”), delivered a written opinion, dated November 1, 2018, to the Trinity board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of Trinity common stock of the Merger Consideration to be received by such holders in the Merger. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in

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preparing the opinion, is attached as Appendix D to this document. The opinion was for the information of, and was directed to, the Trinity board of directors (in its capacity as such) in connection with its consideration of the financial terms of the Merger. The opinion did not address the underlying business decision of Trinity to engage in the Merger or enter into the Merger Agreement or constitute a recommendation to the Trinity board of directors in connection with the Merger, and it does not constitute a recommendation to any holder of Trinity common stock or any shareholder of any other entity as to how to vote in connection with the Merger or any other matter.
For a more complete description of KBW’s opinion see “Proposal I – The Merger — Opinion of Trinity’s Financial Advisor” beginning on page 50.
Holders of Trinity Common Stock Have Dissenters’ Rights of Appraisal (Page 62)
Holders of Trinity common stock may elect to dissent from the Merger and obtain payment for their shares of Trinity common stock by following the procedures set forth in Section 53-15-3 and Section 53-15-4 (Right of Dissenting Shareholders) of Chapter 53 of the NMBCA. Failure to follow any of the statutory procedures set forth in Section 53-15-3 and Section 53-15-4 of the NMBCA may result in the loss or waiver of appraisal rights under New Mexico law. A person having a beneficial interest in shares of Trinity’s common stock held of record in the name of another person, such as a broker, bank or other nominee, must act promptly to cause the record holder to follow the steps summarized in this proxy statement/prospectus and in a timely manner to perfect appraisal rights. In view of the complexity of Section 53-15-3 and Section 53-15-4 of the NMBCA, Trinity shareholders who may wish to pursue appraisal rights should consult their own legal and financial advisors. For more information regarding the right of holders of Trinity common stock to dissent from the Merger and exercise the right to obtain payments for shares of Trinity common stock, see “Proposal I – The Merger — Dissenters’ Rights of Appraisal of Holders of Trinity Common Stock.” We have also attached a copy of Section 53-15-3 and Section 53-15-4 of the NMBCA as Appendix E to this proxy statement/prospectus.
We Must Obtain Regulatory Approvals to Complete the Merger (Page 64)
The Merger and related transactions require approval from the FDIC, the Division, and the Reserve Bank. As of the date of this proxy statement/prospectus, the appropriate filings have been made with the FDIC, the Reserve Bank and the Division.
Certain Directors and Executive Officers May Have Interests in the Merger That Differ from Your Interests (Page 30)
Certain directors and executive officers of Trinity and/or LANB have interests in the Merger other than their interests as Trinity shareholders, including:    
Per the terms of certain employment agreements, severance agreements and change of control agreements, and upon the termination of certain compensation plans under the terms of the Merger Agreement, Trinity and/or LANB directors, officers and employees may become entitled to change in control, severance, or other payments, including acceleration of deferred compensation, upon the occurrence of the Merger. See “Proposal I – The Merger — Interests of Trinity’s Directors and Executive Officers in the Merger.”

To the extent a director or officer holds any outstanding restricted stock units and/or other stock-based awards granted by Trinity to purchase Trinity common stock, including but not limited to awards granted under Trinity’s stock option plan (each, a “Trinity Stock Award”) that is unsettled or unvested immediately prior to the effective time of the Merger and will vest at the effective time of the Merger pursuant to its terms shall vest and be free of any restrictions and be exchanged for the Merger Consideration in accordance with the exchange ratio.

Pursuant to the terms of the Merger Agreement, Enterprise is required to take all action necessary to appoint or elect, effective as of the effective time of the Merger, two (2) current Trinity directors, each of whom must be independent with respect to Enterprise for purposes of the listing requirements of NASDAQ, and mutually

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agreeable to Enterprise and Trinity, as directors of Enterprise; and EB&T is required to take all action necessary to appoint or elect, effective as of the effective time of the Merger, one (1) current Trinity director, mutually agreeable to EB&T and LANB, as a director of EB&T. Tony Scavuzzo and James F. Deutsch, each current directors of Trinity will join the Enterprise board of directors, and James E. Goodwin, Jr., Chairman of the board of directors of each of Trinity and LANB, will join the EB&T board of directors.

Pursuant to the terms of the Merger Agreement, directors and officers of Trinity will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the Merger. See “Proposal I – The Merger — Interests of Trinity’s Directors and Executive Officers in the Merger.”

The Trinity board of directors was aware of the foregoing interests and considered them, among other matters, when they approved the Merger Agreement and the transactions contemplated thereby, including the Merger.
Trinity Shareholders Will Receive Shares of Enterprise Common Stock and Cash for Each Share of Trinity Common Stock Exchanged in the Merger (Page 68)
At the effective time of the Merger, each share of Trinity common stock outstanding immediately prior to the effective time of the Merger will, by virtue of the Merger and without any action on the part of Trinity shareholders, be converted into, and cancelled in exchange for, the right to receive $1.84 in cash, without interest and subject to adjustment, and 0.1972 shares of Enterprise common stock. Cash will be paid in lieu of any fractional share interest.
Aggregate Merger Consideration.
The value of the Stock Consideration to be issued to Trinity shareholders in connection with the Merger will fluctuate between the date of this proxy statement/prospectus and the completion of the Merger based upon the market value of Enterprise common stock. Based on the fixed value of the Cash Consideration of $1.84 per share and based on the following closing prices of Enterprise common stock on NASDAQ: (i) $43.45 on October 31, 2018, the last trading day before public announcement of the Merger Agreement and (ii) $37.42 on December 28, 2018, the latest practicable trading day before the date of this proxy statement/prospectus, the implied value of the Merger Consideration per share would be approximately $10.41 and $9.22, respectively, and the implied value of the aggregate Merger Consideration would be approximately $213 million and $188 million, respectively. The total value of the Merger Consideration issued to Trinity shareholders upon completion of the Merger will fluctuate based on the share price of Enterprise common stock and the number of shares of Trinity common stock and restricted stock units outstanding on the date of the Merger and the Merger Consideration adjustments pursuant to the Merger Agreement. In addition, the value of the Cash Consideration to be paid to Trinity shareholders in connection with the Merger may be reduced by the amount by which the sum of any environmental-related remediation expenses exceed $250,000.
Fractional Shares.
No fractional shares of Enterprise common stock will be issued, and in lieu thereof, each holder of Trinity common stock who would otherwise be entitled to a fractional share interest will receive an amount in cash, without interest, determined by multiplying such fractional interest by the average closing price per share of Enterprise common stock, as reported on NASDAQ, for the twenty (20) trading days ending on and including the fifth trading day prior to the closing date of the Merger, which we refer to as the Enterprise average share price, rounded to the nearest whole cent.
What Will Happen to Outstanding Trinity Restricted Stock Units (Page 64)
The Merger Agreement provides that at the effective time of the Merger, each unsettled or unvested Trinity Stock Award issued and outstanding immediately prior to the effective time of the Merger that will vest at such effective time pursuant to its terms will fully vest and be free of any restrictions and be exchanged for the same Merger Consideration that all other shares of Trinity common stock are entitled to receive in the Merger.

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Transmittal Materials (Page 69)
As promptly as practicable after the completion of the Merger, but in no event later than ten days thereafter, the exchange agent will mail to Trinity shareholders a letter of transmittal, together with instructions for the exchange of the certificates formerly representing shares of Trinity common stock for the Merger Consideration. After the transmittal materials have been received and processed following the closing of the Merger, Trinity shareholders will be sent the Merger Consideration, including any cash in lieu of fractional share of Enterprise common stock, to which they are entitled. If a Trinity shareholder holds shares in street name, he or she will receive information from his or her bank, broker or other nominee advising such Trinity shareholder of the process for receiving the Merger Consideration, including any cash in lieu of fractional share of Enterprise common stock, to which he or she is entitled.
Each Trinity shareholder will need to surrender his or her Trinity common stock certificates or follow instructions for the transfer of shares of Trinity common stock held in book-entry form, to receive the appropriate Merger Consideration. Trinity shareholders should not send any certificates now. Each Trinity shareholder will receive detailed instructions on how to exchange his or her share certificates or book-entry shares along with transmittal materials promptly following the closing of the Merger.
Per Share Market Price and Dividend Information (Page 86)
Shares of Enterprise common stock currently trade on NASDAQ under the symbol “EFSC.” Shares of Trinity voting common stock are listed on the OTCQX Market, under the symbol “TRIN.”
        The following table sets forth the closing sale prices of (i) Enterprise common stock as reported on NASDAQ, and (ii) Trinity voting common stock as reported on the OTCQX Market, on October 31, 2018, the last trading-day before the announcement of the Merger, and on December 28, 2018, the last practicable trading-day before the filing of this proxy statement/prospectus. To help illustrate the market value of the per share Merger Consideration to be received by Trinity shareholders, the following table also presents the equivalent market value per share of Trinity common stock as of October 31, 2018 and December 28, 2018, which were determined by (i) multiplying the closing price for the Enterprise common stock on those dates by the exchange ratio of 0.1972 of a share of Enterprise common stock for each share of Trinity common stock, and (ii) adding the per share Cash Consideration. See “The Merger Agreement — The Merger Consideration” beginning on page 68 for additional information about the Merger Consideration to be received by holders of Trinity common stock.
 
Enterprise Common Stock
 
Trinity Common Stock
 
Implied Value Per Share of Trinity
At October 31, 2018
$43.45
 
$8.70
 
$10.41
At December 28, 2018
$37.42
 
$9.00
 
$9.22
The implied value of Enterprise common stock and Trinity common stock will fluctuate prior to the date of the Special Meeting as the market price of Enterprise common stock fluctuates. You should obtain current market quotations for Enterprise common stock before deciding how to vote with respect to the approval of the Merger Agreement.
            Since 2012, Trinity has not paid any dividends on its common stock. It has been Trinity’s current policy to retain earnings to provide funds for use in its business. The Trinity board periodically reviews whether to declare or pay cash dividends, taking into account, among other things, general business conditions, Trinity’s financial results, future prospects, capital requirements, legal and regulatory restrictions, and such other factors as the Trinity board may deem relevant.
Enterprise expects to continue its common stock dividend practice after the Merger, but this practice is subject to the determination and discretion of Enterprise’s board of directors and may change at any time. In 2016, Enterprise declared aggregate cash dividends of $0.41 per share of Enterprise common stock and, in 2017, declared aggregate

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cash dividends of $0.44 per share of Enterprise common stock. In 2018, Enterprise has declared aggregate cash dividends of $0.47 per share of Enterprise common stock.
The payment of dividends by Enterprise or Trinity on their common stock in the future, either before or after the Merger is completed, is subject to the determination and discretion of our respective boards of directors and depends on a variety of factors, including the terms of the Merger Agreement, cash requirements, financial condition and earnings, legal and regulatory considerations and other factors. In addition, Trinity is prohibited pursuant to the terms of the Merger Agreement from paying cash dividends to holders of its common stock prior to completion of the Merger without the prior consent of Enterprise.
We Have Agreed When and How Trinity Can Consider Third-Party Acquisition Proposals (Page 75)
We have agreed that Trinity will not, and will cause its subsidiaries and its and its subsidiaries’ representatives, agents, advisors and affiliates not to, solicit or knowingly encourage any inquiry, offer or proposal that constitutes, or could reasonably be expected to lead to, a proposal to acquire Trinity or LANB, except as permitted by the Merger Agreement. In addition, we have agreed that Trinity will not engage in negotiations with or provide confidential information to a third party regarding acquiring Trinity or LANB, except as permitted by the Merger Agreement. However, if Trinity receives an unsolicited acquisition proposal from a third party, Trinity can participate in negotiations with and provide confidential information to the third party if, among other steps, the Trinity board of directors concludes in good faith that the proposal is superior to the Merger Proposal and that the failure to take such actions would be inconsistent with its fiduciary duties. Trinity’s receipt of a superior proposal or participation in such negotiations gives Trinity the right to terminate the Merger Agreement in certain circumstances.
We Must Meet Several Conditions to Complete the Merger (Page 78)
Our obligations to complete the Merger depend on a number of conditions being met. These include:
the approval of the Merger Agreement by holders of at least two-thirds of the outstanding Trinity common stock;

the receipt of the required approvals of federal and state regulatory authorities, which must remain in full force and effect and all statutory waiting periods in respect thereof, if any, shall have expired or been terminated;

the authorization for listing on NASDAQ of the shares of Enterprise common stock to be issued to the non-dissenting shareholders of Trinity’s common stock in the Merger;

the effectiveness of the registration statement on Form S-4, of which this proxy statement/prospectus is a part, for the registration of the shares of Enterprise common stock to be issued in the Merger;

the absence of any government action or other legal restraint or prohibition that would prohibit the Merger or make the Merger, or the other transactions contemplated by the Merger Agreement, illegal;

as to each of us, the representations and warranties of the other party to the Merger Agreement being true and correct in all material respects at and as of the closing date of the Merger (except as to any representation and warranty that specifically relates to an earlier date), except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” in which case such representations and warranties shall be true and correct in all respects at and as of the closing date of the Merger. Each of the parties shall have received a certificate dated as of the closing date of the Merger, signed on behalf of the other party by an executive officer of such other party, as applicable, to such effect;

the receipt of legal opinions that, for U.S. federal income tax purposes, the Merger will be treated as a reorganization described in Section 368(a) of the Code and that both Enterprise and Trinity will be a party

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to that reorganization. These opinions will be based on customary assumptions and on factual representations made by Enterprise and Trinity and will be subject to various limitations;

the number of dissenting shares of Trinity common stock must not exceed ten percent (10%) of the total number of shares of Trinity common stock issued and outstanding immediately prior to the closing date of the Merger;

the receipt by Trinity of a certificate by the exchange agent ratifying its receipt of sufficient cash and irrevocable authorization to issue shares of Enterprise’s common stock to satisfy Enterprise’s obligation to pay the Cash Consideration and the Stock Consideration;

Trinity’s total non-maturity deposits (as calculated in the Merger Agreement) must be equal to or greater than $868,864,000;

with regard to Trinity’s obligation (but not Enterprise’s), Trinity and Enterprise mutually elect two (2) new directors to Enterprise’s board of directors; and

with regard to Enterprise’s obligation (but not Trinity’s), the receipt by Trinity of certain required third-party approvals.

Where the law permits, either of Enterprise or Trinity could choose to waive a condition to its obligation to complete the Merger even when that condition has not been satisfied. We cannot be certain when, or if, the conditions to the Merger will be satisfied or waived, or that the Merger will be completed. Although the Merger Agreement allows both parties to waive the tax opinion condition, neither party currently anticipates doing so.
We May Terminate the Merger Agreement (Page 79)
We can mutually agree at any time to terminate the Merger Agreement without completing the Merger, even if Trinity has received approval of the Merger Proposal by its shareholders. Also, either of us can decide, without the consent of the other, to terminate the Merger Agreement in certain circumstances, including:
if there is a final denial of a required regulatory approval or an application for a required regulatory approval has been withdrawn upon the request or recommendation of the applicable governmental authority and such governmental authority would not accept the refiling of such application, provided that no party may terminate for this reason if such denial is due to the failure of the party seeking to terminate the Merger Agreement to perform or observe the covenants of such party set forth in the Merger Agreement;

if the Merger is not completed on or before June 30, 2019, provided that if additional time is necessary to obtain the requisite regulatory approvals, this date may be automatically extended by three (3) months;

if there is a continuing breach of the Merger Agreement by a party, and the breaching party has not cured the breach within thirty (30) days’ written notice to the breaching party, as long as that breach would entitle the non-breaching party not to complete the Merger; or

if holders of Trinity common stock fail to approve the Merger Proposal.
In addition, Enterprise may terminate the Merger Agreement:
if prior to obtaining the requisite Trinity shareholder approval, the Trinity board of directors (i) withholds, withdraws, changes, qualifies, amends or modifies, or publicly proposes to withhold, withdraw, qualify, amend or modify, in any manner adverse in any respect to the interest of Enterprise, or take any other action or makes any other public statement inconsistent with, (ii) fails to publicly affirm its recommendation to approve the Merger Agreement, its recommendation for approval of the Merger Agreement (iii) approves

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or recommends a competing acquisition proposal, or (iv) resolves to take, or publicly announces an intention to take, any of the foregoing actions;

if Trinity has breached its covenant not to solicit or encourage inquiries or proposals with respect to any acquisition proposal, in circumstances not permitted under the Merger Agreement; or

if Enterprise’s aggregate cost of environmental due diligence on Trinity’s real property between November 1, 2018 and the effective date of the Merger Agreement exceeds $2,500,000.
In addition, Trinity may terminate the Merger Agreement:
by delivering written notice to Enterprise at any time during the five (5) trading day period commencing on the fifth trading day immediately preceding the closing date of the Merger Agreement (the “Determination Date”) if the volume weighted average price of Enterprise common stock during a specified period before the effective time of the Merger both (i) is less than $37.26352 per share and (ii) underperforms a specified index of financial institution stocks during such period by more than twenty percent (20%); provided, however, that if Trinity elects to terminate the Merger Agreement in such instance, Enterprise may elect to reinstate the Merger and the other transactions contemplated by the Merger Agreement by adjusting the exchange ratio to increase the Stock Consideration or add an amount in cash to increase the Cash Consideration. If Enterprise makes such election to reinstate the Merger and the other transactions contemplated by the Merger Agreement, then no termination will occur and the Merger Agreement will remain in effect according to its terms (except the Merger Consideration, which will have been adjusted); or
    
at any time prior to approval of the Merger Proposal by the Trinity shareholders, if Trinity concludes that it must endorse a Superior Proposal (as defined in the Merger Agreement) in order to comply with its fiduciary duties.

The Merger Agreement also provides that Trinity must pay Enterprise a fee and reimburse expenses in certain situations. In particular, Trinity will pay Enterprise a fee of $9,500,000 in certain circumstances set forth in the Merger Agreement, including if:
Trinity receives an acquisition proposal from a third party and the Merger Agreement is subsequently terminated under certain conditions, and prior to the 12 month anniversary of the termination of the Merger Agreement Trinity enters into an agreement to engage in a competing acquisition proposal with any third party or group other than Enterprise;

the Trinity board of directors withholds, withdraws, changes, qualifies, amends or modifies its recommendation to approve the Merger; approves, recommends or publicly proposes to approve or recommend a competing acquisition proposal; or

Trinity breaches its covenant not to solicit or encourage inquiries or proposals with respect to any acquisition proposal in circumstances not permitted under the Merger Agreement, which covenant is described below under “The Merger Agreement — Acquisition Proposals by Third Parties.

If the Merger Agreement is terminated by either party as a result of the other party’s material breaches of its representations, warranties or covenants set forth in the Merger Agreement, and such breach would result in the closing conditions not being satisfied, then the non-terminating party will be required to pay the terminating party $2,000,000 as liquidated damages.
We May Amend or Waive Merger Agreement Provisions (Page 79)
At any time before completion of the Merger, either Enterprise or Trinity may, to the extent legally allowed, waive in writing compliance by the other with any provision contained in the Merger Agreement. However, once

13



holders of Trinity common stock have approved the Merger Proposal, no waiver of any condition may be made that would require further approval by Trinity shareholders unless that approval is obtained.
The Merger Will Be Accounted for Under the Rules for Purchase Accounting (Page 81)
The Merger will be treated as a purchase by Enterprise of Trinity under U.S. generally accepted accounting principles (“GAAP”).
Tax Consequences of the Mergers (Page 82)
Subject to certain circumstances described below, and based on certain representations, covenants and assumptions, all of which must continue to be true and accurate in all material respects as of the effective time of the Mergers, in the opinion of Holland & Knight LLP (“Holland & Knight”) and Hunton Andrews Kurth LLP (“Hunton”), for U.S. federal income tax purposes, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. The opinions address the tax consequences of the Merger and do not address the tax consequences of the Bank Merger.
Provided that the Merger qualifies as a reorganization for U.S. federal income tax purposes, Trinity shareholders generally will not recognize any gain or loss upon receipt of Enterprise common stock in exchange of Trinity common stock in the Merger, except with respect to the cash portion of the Merger Consideration and any cash they receive in lieu of fractional shares of Enterprise common stock.
For a complete description of the material U.S. federal income tax consequences of the Merger, see “Material United States Federal Income Tax Considerations.” You should consult your own tax advisor for a full understanding of the tax consequences of the Mergers to you.
Information About the Companies (Page 88)
Enterprise Financial Services Corp
150 North Meramec
Clayton, Missouri 63105
(314) 725-5500
Enterprise is a Delaware corporation headquartered in Clayton, Missouri. It is a relationship-based financial institution and one of the largest independent publicly traded bank holding companies based on assets headquartered in the Midwest. Enterprise’s principal subsidiary, EB&T, and other affiliates provide a full range of commercial, leasing, retail, wealth management, trust and private banking products and services to commercial and industrial, commercial real estate, municipal and consumer customers through twenty-eight (28) branch locations throughout St. Louis, Kansas City and Phoenix metropolitan area. At September 30, 2018, Enterprise had consolidated total assets of approximately $5.5 billion and over $1.7 billion in trust assets under management. Enterprise common stock trades on NASDAQ under the symbol “EFSC.”
Trinity Capital Corporation
1200 Trinity Drive
Los Alamos, New Mexico 87544
(505) 662-5171
Trinity is the parent company of LANB. LANB is one of the largest locally-owned banks in New Mexico with current assets of $1.3 billion. Through the responsive work of over 200 professional employees, LANB is proud to offer a full range of banking services with the highest degree of customer service to businesses and residents in Northern New Mexico and the Albuquerque metro area. A true community bank with six full-service locations, LANB ranks as one of the top mortgage providers in the state. LANB has been voted one of the Best Banks in Santa Fe by the readers of the Santa Fe Reporter for the past twelve years. LANB was the first corporation in New Mexico, as well as the first and only bank in the nation, to earn the prestigious Malcolm Baldrige National Quality Award. Founded in 1963,

14



LANB is headquartered in Los Alamos, New Mexico. Trinity voting common stock trades on the OTCQX Market under the symbol “TRIN.”
See “Information About the Companies” in this proxy statement/prospectus.
The Rights of Trinity Shareholders Following the Merger Will Be Different (Page 124)
The rights of Enterprise stockholders are governed by Delaware law and by Enterprise’s certificate of incorporation, as amended, and amended and restated bylaws. The rights of Trinity shareholders are governed by New Mexico law, and by Trinity’s amended and restated articles of incorporation and amended and restated bylaws. Upon completion of the Merger, the rights of both stockholder groups will be governed by Delaware law and Enterprise’s certificate of incorporation, as amended, and amended and restated bylaws.


15



SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ENTERPRISE

You should read the selected consolidated financial data set forth below in conjunction with Enterprise’s Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Enterprise consolidated financial statements and related notes incorporated by reference into this proxy statement/prospectus. The financial data as of and for the fiscal years ended December 31, 2017, 2016, 2015, 2014, and 2013 is derived from Enterprise’s audited financial statements. The financial data as of and for the nine month periods ended September 30, 2018 and 2017 is derived from Enterprise’s unaudited financial statements incorporated by reference into this proxy statement/prospectus, which have been prepared on the same basis as Enterprise’s audited financial statements. See “Where You Can Find More Information.” Enterprise’s historical results may not be indicative of Enterprise’s future performance. In addition, results for the nine month periods ended September 30, 2018 and 2017 may not be indicative of the results that may be expected for the full fiscal year or future periods.
(in thousands, except per share data)
For the Nine Months ended September 30,
 
For the Years ended December 31,
2018
 
2017
 
2017
 
2016
 
2015
 
2014
 
2013
EARNINGS SUMMARY
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
$
173,800

 
$
147,750

 
$
202,539

 
$
149,224

 
$
132,779

 
$
131,754

 
$
153,289

Interest expense
32,488

 
17,850

 
25,235

 
13,729

 
12,369

 
14,386

 
18,137

Net interest income
141,312

 
129,900

 
177,304

 
135,495

 
120,410

 
117,368

 
135,152

Provision (provision reversal) for portfolio loan losses
6,588

 
7,578

 
10,764

 
5,551

 
4,872

 
4,409

 
(642
)
Provision (provision reversal) for Purchased credit impaired loan losses
(2,064
)
 
(355
)
 
(634
)
 
(1,946
)
 
(4,414
)
 
1,083

 
4,974

Noninterest income
27,645

 
23,282

 
34,394

 
29,059

 
20,675

 
16,631

 
9,899

Noninterest expense
88,284

 
86,791

 
115,051

 
86,110

 
82,226

 
87,463

 
90,639

Income before income tax expense
76,149

 
59,168

 
86,517

 
74,839

 
58,401

 
41,044

 
50,080

Income tax expense(1)
10,461

 
18,507

 
38,327

 
26,002

 
19,951

 
13,871

 
16,976

Net income(1)
$
65,688

 
$
40,661

 
$
48,190

 
$
48,837

 
$
38,450

 
$
27,173

 
$
33,104

 
 
 
 
 
 
 
 
 
 
 
 
 
 
PER SHARE DATA
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic earnings per common share(1)
$
2.84

 
$
1.77

 
$
2.10

 
$
2.44

 
$
1.92

 
$
1.38

 
$
1.78

Diluted earnings per common share(1)
2.81

 
1.75

 
2.07

 
2.41

 
1.89

 
1.35

 
1.73

Cash dividends paid on common shares
0.34

 
0.33

 
0.44

 
0.41

 
0.26

 
0.21

 
0.21

Book value per common share
25.41

 
23.69

 
23.76

 
19.31

 
17.53

 
15.94

 
14.47

Tangible book value per common share
19.94

 
18.09

 
18.20

 
17.69

 
15.86

 
14.20

 
12.62

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Includes $12.1 million ($0.52 per share) deferred tax asset revaluation charge for year ended December 31, 2017, due to U.S. corporate income tax reform.

16



(in thousands, except percentage data)
For the Nine Months ended September 30,
 
For the Years ended December 31,
2018
 
2017
 
2017
 
2016
 
2015
 
2014
 
2013
BALANCE SHEET DATA:
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balances:
 
 
 
 
 
 
 
 
 
 
 
 
 
Portfolio loans
$
4,249,758

 
$
3,996,501

 
$
4,066,659

 
$
3,118,392

 
$
2,750,737

 
$
2,433,916

 
$
2,137,313

Allowance for portfolio loan losses
41,892

 
38,292

 
38,166

 
37,565

 
33,441

 
30,185

 
27,289

Non-core acquired loans, net of allowance for loan losses
15,378

 
29,258

 
25,980

 
33,925

 
64,583

 
83,693

 
125,100

Goodwill
117,345

 
117,345

 
117,345

 
30,334

 
30,334

 
30,334

 
30,334

Other intangible assets, net
9,148

 
11,745

 
11,056

 
2,151

 
3,075

 
4,164

 
5,418

Total assets
5,517,539

 
5,231,488

 
5,289,225

 
4,081,328

 
3,608,483

 
3,277,003

 
3,170,197

Deposits
4,210,476

 
4,059,211

 
4,156,414

 
3,233,361

 
2,784,591

 
2,491,510

 
2,534,953

Subordinated debentures and notes
118,144

 
118,093

 
118,105

 
105,540

 
56,807

 
56,807

 
62,581

FHLB advances
401,000

 
248,868

 
172,743

 

 
110,000

 
144,000

 
50,000

Other borrowings
161,795

 
209,104

 
253,674

 
276,980

 
270,326

 
239,883

 
214,331

Shareholders’ equity
586,837

 
546,336

 
548,573

 
387,098

 
350,829

 
316,241

 
279,705

Tangible common equity
460,344

 
417,246

 
420,172

 
354,613

 
317,420

 
281,743

 
243,953

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average balances:
 
 
 
 
 
 
 
 
 
 
 
 
 
Portfolio loans
$
4,178,900

 
$
3,749,335

 
$
3,810,055

 
$
2,915,744

 
$
2,520,734

 
$
2,255,180

 
$
2,097,920

Non-core acquired loans
25,705

 
37,043

 
35,761

 
55,992

 
87,940

 
119,504

 
168,662

Earning assets
5,015,471

 
4,539,350

 
4,611,670

 
3,570,186

 
3,163,339

 
2,921,978

 
2,875,765

Total assets
5,409,404

 
4,897,343

 
4,980,229

 
3,796,478

 
3,381,831

 
3,156,994

 
3,126,537

Interest-bearing liabilities
3,729,263

 
3,359,423

 
3,396,382

 
2,634,700

 
2,344,861

 
2,209,188

 
2,237,111

Shareholders’ equity
569,915

 
524,323

 
532,306

 
371,587

 
335,095

 
301,756

 
259,106

Tangible common equity
442,496

 
410,145

 
414,458

 
338,662

 
301,165

 
266,655

 
222,186

 
 
 
 
 
 
 
 
 
 
 
 
 
 
SELECTED RATIOS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Return on average common equity
15.41
%
 
10.37
%
 
9.05
%
 
13.14
%
 
11.47
%
 
9.01
%
 
12.78
%
Return on average tangible common equity
19.85

 
13.25

 
11.63

 
14.42

 
12.77

 
10.19

 
14.90

Return on average assets
1.62

 
1.11

 
0.97

 
1.29

 
1.14

 
0.86

 
1.06

Efficiency ratio
52.25

 
56.66

 
54.35

 
52.33

 
58.28

 
65.27

 
62.49

Total loan yield (1)
5.06

 
4.80

 
4.84

 
4.66

 
4.72

 
5.14

 
6.36

Cost of interest-bearing liabilities
1.16

 
0.71

 
0.74

 
0.52

 
0.53

 
0.65

 
0.81

Net interest spread (1)
3.49

 
3.68

 
3.69

 
3.71

 
3.72

 
3.91

 
4.60

Net interest margin (1)
3.78

 
3.87

 
3.88

 
3.84

 
3.86

 
4.07

 
4.78

Nonperforming loans to portfolio loans (2)
0.40

 
0.23

 
0.39

 
0.48

 
0.33

 
0.91

 
0.98

Nonperforming assets to total assets (2) (3)
0.32

 
0.18

 
0.31

 
0.39

 
0.48

 
0.74

 
0.90

Net charge-offs to average loans (2)
0.09

 
0.24

 
0.27

 
0.05

 
0.06

 
0.07

 
0.31

Allowance for loan losses to portfolio loans (2)
0.99

 
0.97

 
0.95

 
1.20

 
1.22

 
1.24

 
1.28

Dividend payout ratio - basic
11.97

 
18.96

 
21.27

 
16.81

 
13.68

 
15.37

 
11.92

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Fully tax equivalent.
 
 
 
 
(2) Amounts and ratios exclude purchased credit impaired (“PCI”) loans and related assets, except for their inclusion in total assets.
(3) Other real estate from PCI loans included in nonperforming assets beginning with the year ended December 31, 2015 due to termination of all existing FDIC loss share agreements.


17



SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF TRINITY

The following table sets forth certain of Trinity’s selected historical consolidated financial and operating data for each of the periods for the dates indicated. The selected historical consolidated financial data as of and for the years ended December 31, 2017 and 2016 has been derived from Trinity’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The selected historical consolidated financial data as of and for the years ended December 31, 2015, 2014 and 2013 has been derived from our audited consolidated financial statements not included in this proxy statement/prospectus. The selected historical consolidated financial data as of and for the nine months ended September 30, 2018 and 2017 has been derived from Trinity’s unaudited consolidated financial statements included elsewhere in this proxy statement/prospectus. Trinity’s management believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its results and operations as of the dates and for the interim periods indicated. The historical results presented are not necessarily indicative of future results.


 
As of and For the
Nine Months Ended
September 30,
 
As of and For the
Year Ended December 31,
 
2018
 
2017
 
2017
 
2016
 
2015
 
2014
 
2013
 
(dollars in thousands, except per share data)
EARNINGS SUMMARY:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
$
33,384

 
$
34,415

 
$
46,116

 
$
47,848

 
$
47,604

 
$
52,150

 
$
60,695

Interest expense
3,069

 
3,359

 
4,429

 
5,367

 
5,876

 
7,356

 
8,821

Net interest income
30,315

 
31,056

 
41,687

 
42,481

 
41,728

 
44,794

 
51,874

Provision for loan losses
(1,480)

 
(1,220)

 
(1,220)

 
1,800

 
500

 
2,000

 
0

Net trust income
2,255

 
1,953

 
2,581

 
2,260

 
2,604

 
2,564

 
2,359

Other non-interest income
6,302

 
6,047

 
6,361

 
9,567

 
7,525

 
6,441

 
13,106

Total non-interest income
8,557

 
8,000

 
8,942

 
11,827

 
10,129

 
9,005

 
15,465

Noninterest expense
28,267

 
38,474

 
48,909

 
50,071

 
49,443

 
56,621

 
54,476

Income (loss) before income taxes
12,085

 
1,802

 
2,940

 
2,437

 
1,914

 
(4,822)

 
12,863

Income tax expense (benefit)
2,579

 
3,487

 
8,730

 
(13,676)

 
0

 
1,170

 
0

Net income (loss)
9,506

 
(1,685)

 
(5,790)

 
16,113

 
1,914

 
(5,992)

 
12,863

 
 
 
 
 
 
 
 
 
 
 
 
 
 
PER SHARE DATA:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) per common share-diluted
0.48

 
(0.160)

 
(0.380)

 
1.71

 
(0.290)

 
(1.430)

 
1.66

Book value at end of period (1)
5.47

 
5.72

 
5.37

 
6.88

 
6.51

 
7.20

 
8.63

Dividends declared - common stock
0.00

 
0.00

 
0.00

 
0.00

 
0.00

 
0.00

 
0.00

Dividends declared - preferred stock
0.00

 
0.00

 
20.63

 
114.48

 
101.91

 
86.56

 
57.46

Average common shares outstanding and
19,685,998

 
15,647,178

 
17,088,808

 
6,620,611

 
6,483,637

 
6,452,557

 
6,449,726

dilutive potential common shares outstanding
19,930,757

 
15,647,178

 
17,122,148

 
6,934,608

 
6,483,637

 
6,452,557

 
6,449,726

 
 
 
 
 
 
 
 
 
 
 
 
 
 
BALANCE SHEET DATA:
 
 
 
 
 
 
 
 
 
 
 
 
 
Total assets
1,253,591

 
1,322,486

 
1,287,533

 
1,425,437

 
1,398,985

 
1,446,206

 
1,550,020

Cash and cash equivalents
14,691

 
79,967

 
35,434

 
119,335

 
188,875

 
247,398

 
291,198

Total securities available for sale
437,975

 
434,521

 
468,733

 
439,650

 
316,040

 
216,022

 
123,304

Gross loans
711,639

 
735,017

 
700,144

 
785,490

 
839,788

 
910,547

 
1,057,088

Allowance for loan losses
9,528

 
13,200

 
13,803

 
14,352

 
17,392

 
24,783

 
28,358

Total deposits
1,097,413

 
1,167,319

 
1,127,347

 
1,215,089

 
1,253,958

 
1,282,592

 
1,383,065

Borrowings
42,166

 
39,237

 
39,241

 
39,227

 
39,416

 
59,416

 
59,416

Shareholders’ equity (1)
107,769

 
100,364

 
105,546

 
137,299

 
78,990

 
83,022

 
92,076











18




 
As of and For the
Nine Months Ended
September 30,
 
As of and For the
Year Ended December 31,
 
2018
 
2017
 
2017
 
2016
 
2015
 
2014
 
2013
SELECTED RATIOS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest margin
3.36
%
 
3.29
 %
 
3.33
 %
 
3.16
%
 
3.02
%
 
3.15
%
 
3.53
%
Nonperforming loans to total loans
1.23
%
 
2.19
 %
 
2.47
 %
 
2.73
%
 
3.60
%
 
5.29
%
 
4.92
%
Nonperforming assets to total assets
1.17
%
 
1.84
 %
 
1.85
 %
 
2.10
%
 
2.76
%
 
4.32
%
 
4.29
%
Allowance for loan losses to nonperforming loans
109.39
%
 
81.86
 %
 
79.60
 %
 
66.82
%
 
57.35
%
 
51.40
%
 
54.41
%
Allowance for loan losses to total loans
1.35
%
 
1.80
 %
 
1.97
 %
 
1.83
%
 
2.07
%
 
2.72
%
 
2.68
%
Net charge-offs to average loans
0.40
%
 
(0.01
)%
 
(0.09
)%
 
0.60
%
 
0.91
%
 
0.57
%
 
0.64
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CAPITAL RATIOS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Total capital (to risk-weighted assets)
17.55
%
 
16.98
 %
 
18.20
 %
 
20.05
%
 
14.10
%
 
14.27
%
 
13.72
%
Tier 1 capital (to risk-weighted assets)
16.43
%
 
14.54
 %
 
15.90
 %
 
18.75
%
 
11.13
%
 
12.10
%
 
11.93
%
Common equity tier 1 capital (to risk weighted assets)
13.51
%
 
11.63
 %
 
12.72
 %
 
6.82
%
 
4.85
%
 
NA
 
NA
Tier 1 capital (to average assets)
11.20
%
 
9.50
 %
 
10.18
 %
 
12.01
%
 
7.11
%
 
7.54
%
 
8.02
%

(1) The book value per share metrics include stock owned by the Employee Stock Ownership Plan (“ESOP”), which is recorded as a mezzanine liability on Trinity’s GAAP financial statements.


SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information and explanatory notes show the historical financial positions and results of operations of Enterprise and Trinity, and have been prepared to illustrate the effects of the Merger involving Enterprise and Trinity under the acquisition method of accounting with Enterprise treated as the acquirer. Under the acquisition method of accounting, the assets and liabilities of Trinity, as of the effective date of the Merger, will be recorded by Enterprise at their respective fair values along with identifiable intangible assets and the excess of the Merger Consideration over the fair value of Trinity’s net assets will be allocated to goodwill.

The unaudited pro forma condensed combined income statements for the fiscal year ended December 31, 2017 and the nine months ended September 30, 2018 are presented as if the Merger had occurred on January 1, 2017, the first day of the Enterprise 2017 fiscal year. The unaudited pro forma condensed combined balance sheet as of September 30, 2018 is presented as if the Merger with Trinity had occurred on September 30, 2018. The historical consolidated financial information has been adjusted to reflect factually supportable items that are directly attributable to the Merger and, with respect to the income statements only, expected to have a continuing impact on consolidated results of operations.

As explained in more detail in the accompanying notes to the unaudited pro forma condensed combined financial information, the pro forma allocation of purchase price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment and may vary from the actual purchase price allocation that will be recorded at the time the Merger is completed. Adjustments may include, but not be limited to, changes in (i) Trinity’s balance sheet through the effective time of the Merger; (ii) the aggregate value of Merger Consideration paid if the price of Enterprise’s common stock varies from the assumed $43.45 per share; (iii) total Merger-related expenses if completion and/or implementation costs vary from currently estimated amounts; and (iv) the underlying values of assets and liabilities if market conditions differ from current assumptions.

The unaudited pro forma condensed combined financial information is provided for informational purposes only. The unaudited pro forma condensed combined financial information is not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the transaction been completed as of the dates indicated or that may be achieved in the future. The adjustments included in these unaudited pro forma condensed combined financial statements are preliminary and may be revised. The unaudited pro forma condensed combined

19



financial information also does not consider any potential impacts of potential revenue enhancements, anticipated cost savings and expense efficiencies, or asset dispositions, among other factors. The preparation of the unaudited pro forma condensed combined financial information and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma condensed combined financial statements should be read together with:

The accompanying notes to the unaudited pro forma condensed combined financial information;

Enterprise’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2017, included in Enterprise’s Annual Report on Form 10-K for the year ended December 31, 2017, which are incorporated by reference in this proxy statement/prospectus;

Trinity’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2017, included in this proxy statement/prospectus;

Enterprise’s separate unaudited historical consolidated financial statements and accompanying notes as of and for the nine months ended September 30, 2018 included in Enterprise’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, which are incorporated by reference in this proxy statement/prospectus; and

Trinity’s separate unaudited historical consolidated financial statements and accompanying notes as of and for the nine months ended September 30, 2018 included in this proxy statement/prospectus.

20




Pro Forma Condensed Combined Balance Sheet
(Unaudited)
 
 
 
 
 
 
 
 
 
 
As of September 30, 2018
(in thousands)
EFSC
 
TRIN
 
Pro Forma Adjustments
 
 
Pro Forma Consolidated
Assets
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
156,065

 
$
14,691

 
$
(42,350
)
A
 
$
128,406

Interest-bearing deposits greater than 90 days
3,405

 

 

 
 
3,405

Securities
737,459

 
445,744

 
(4,074
)
B
 
1,179,129

Loans held for sale
738

 
6,815

 

 
 
7,553

Loans
4,267,430

 
704,824

 
(25,034
)
C
 
4,947,220

Less: Allowance for loan losses
44,186

 
9,528

 
(9,528
)
D
 
44,186

Total loans, net
4,223,244

 
695,296

 
(15,506
)
 
 
4,903,034

Other real estate
408

 
5,982

 
(1,755
)
E
 
4,635

Other investments, at cost
37,885

 
5,819

 

 
 
43,704

Fixed assets, net
32,354

 
28,027

 
8,775

F
 
69,156

Accrued interest receivable
19,879

 
4,883

 

 
 
24,762

State tax credits held for sale
45,625

 

 

 
 
45,625

Goodwill
117,345

 

 
93,371

G
 
210,716

Intangible assets, net
9,148

 

 
23,794

H
 
32,942

Other assets
133,984

 
46,334

 
4,836

I
 
185,154

Total assets
$
5,517,539

 
$
1,253,591

 
$
67,091

 
 
$
6,838,221

 
 
 
 
 
 
 
 
 
Liabilities and Shareholders’ Equity
 
 
 
 
 
 
 
 
Demand deposits
$
1,062,126

 
$
175,655

 
$

 
 
$
1,237,781

Interest-bearing transaction accounts
743,351

 
376,405

 

 
 
1,119,756

Money market accounts
1,523,416

 
18,976

 

 
 
1,542,392

Savings
207,346

 
379,213

 

 
 
586,559

Time deposits
674,237

 
147,164

 

 
 
821,401

Total deposits
4,210,476

 
1,097,413

 

 
 
5,307,889

Subordinated debentures and notes
118,144

 
26,766

 
(4,018
)
J
 
140,892

Federal Home Loan Bank advances
401,000

 
15,400

 

 
 
416,400

Other borrowings
161,795

 

 

 
 
161,795

Accrued interest payable
2,433

 
284

 

 
 
2,717

Other liabilities
36,854

 
5,959

 
8,603

K
 
51,416

Total liabilities
4,930,702

 
1,145,822

 
4,585

 
 
6,081,109

 
 
 
 
 
 
 
 
 
Stock owned by Employee Stock Ownership Plan

 
5,183

 
(5,183
)
L
 

 
 
 
 
 
 
 
 
 
Shareholders’ equity:
 
 
 
 
 
 
 
 
Common stock
239

 
11,660

 
163,247

L
 
175,146

Common stock, non-voting

 
8,044

 
(8,044
)
L
 

Treasury stock
(30,108
)
 

 

 
 
(30,108
)
Additional paid in capital
349,317

 
36,222

 
(36,222
)
L
 
349,317

Retained earnings
284,016

 
64,093

 
(68,725
)
L
 
279,384

Common stock related to ESOP

 
(5,183
)
 
5,183

L
 

Accumulated other comprehensive loss
(16,627
)
 
(12,250
)
 
12,250

B
 
(16,627
)
Total shareholders’ equity
586,837

 
102,586

 
67,689

 
 
757,112

Total liabilities and shareholders’ equity
$
5,517,539

 
$
1,253,591

 
$
67,091

 
 
$
6,838,221




21



Pro Forma Condensed Combined Income Statement
(Unaudited)
 
Nine months ended September 30, 2018
(in thousands)
EFSC
 
TRIN
 
Pro Forma Adjustments
 
 
Pro Forma Consolidated
Interest income
 
 
 
 
 
 
 
 
Loans
$
158,781

 
$
25,439

 
$
475

C
 
$
184,695

Securities
13,513

 
7,689

 
 
 
 
21,202

Other
1,506

 
256

 
 
 
 
1,762

Total interest income
173,800

 
33,384

 
475

 
 
207,659

Interest expense
 
 
 
 
 
 
 
 
Deposits
23,187

 
1,255

 
 
 
 
24,442

Borrowed funds
4,996

 
313

 
 
 
 
5,309

Subordinated debentures and notes
4,305

 
1,501

 
71

 
 
5,877

Total interest expense
32,488

 
3,069

 
71

J
 
35,628

Net interest income
141,312

 
30,315

 
404

 
 
172,031

Provision (provision reversal) for portfolio loan losses
6,588

 
(1,480
)
 
 
 
 
5,108

Provision reversal for purchased credit impaired loan losses
(2,064
)
 

 
 
 
 
(2,064
)
Net interest income after provision for loan losses
136,788

 
31,795

 
404

 
 
168,987

Noninterest income
 
 
 
 
 
 
 
 
Service charges on deposit accounts
8,855

 
712

 
 
 
 
9,567

Wealth management revenue
6,267

 
2,255

 
 
 
 
8,522

Card services revenue
4,926

 
1,593

 
 
 
 
6,519

Gain on sale of other real estate
13

 
764

 
 
 
 
777

Gain on state tax credits, net
508

 

 
 
 
 
508

Gain on sale of investment securities
9

 

 
 
 
 
9

Miscellaneous income
7,067

 
3,233

 
 
 
 
10,300

Total noninterest income
27,645

 
8,557

 

 
 
36,202

Noninterest expense
 
 
 
 
 
 
 
 
Employee compensation and benefits
49,370

 
16,286

 
 
 
 
65,656

Occupancy
7,142

 
1,592

 
439

F
 
9,173

Data processing
4,634

 
2,894

 
 
 
 
7,528

Professional fees
2,619

 
1,540

 
 
 
 
4,159

FDIC and other insurance
2,682

 
289

 
 
 
 
2,971

Loan legal and other real estate expense
598

 
438

 
 
 
 
1,036

Other
21,239

 
5,228

 
2,920

H
 
29,387

Total noninterest expense
88,284

 
28,267

 
3,359

 
 
119,910

 
 
 
 
 
 
 
 
 
Income before income tax expense
76,149

 
12,085

 
(2,955
)
 
 
85,279

Income tax expense
10,461

 
2,579

 
(730
)
 
 
12,310

Net income
$
65,688

 
$
9,506

 
$
(2,225
)
 
 
$
72,969

 
 
 
 
 
 
 
 
 
Note: Excludes impact of fair value adjustment on securities due to the assumption that Trinity’s securities portfolio will be repositioned into higher-yielding securities upon close.











22



Pro Forma Condensed Combined Income Statement
(Unaudited)
 
Year ended December 31, 2017
(in thousands)
EFSC
 
TRIN
 
Pro Forma Adjustments
 
 
Pro Forma Consolidated
Interest income
 
 
 
 
 
 
 
 
Loans
$
185,452

 
$
36,761

 
$
634

C
 
$
222,847

Securities
15,834

 
8,615

 
 
 
 
24,449

Other
1,253

 
740

 
 
 
 
1,993

Total interest income
202,539

 
46,116

 
634

 
 
249,289

Interest expense
 
 
 
 
 
 
 
 
Deposits
17,200

 
1,763

 
 
 
 
18,963

Borrowed funds
2,940

 
150

 
 
 
 
3,090

Subordinated debentures and notes
5,095

 
2,516

 
95

 
 
7,706

Total interest expense
25,235

 
4,429

 
95

J
 
29,759

Net interest income
177,304

 
41,687

 
539

 
 
219,530

Provision (provision reversal) for portfolio loan losses
10,764

 
(1,220
)
 
 
 
 
9,544

Provision reversal for purchased credit impaired loan losses
(634
)
 

 
 
 
 
(634
)
Net interest income after provision for loan losses
167,174

 
42,907

 
539

 
 
210,620

Noninterest income
 
 
 
 
 
 
 
 
Service charges on deposit accounts
11,043

 
990

 
 
 
 
12,033

Wealth management revenue
8,102

 
2,581

 
 
 
 
10,683

Card services revenue
5,433

 
1,639

 
 
 
 
7,072

Mortgage loan servicing fees

 
1,829

 
 
 
 
1,829

Gain on sale of other real estate
93

 
846

 
 
 
 
939

Gain on state tax credits, net
2,581

 

 
 
 
 
2,581

Gain (loss) on sale of investment securities
22

 
(1,248
)
 
 
 
 
(1,226
)
Loss on sale of loans

 
(394
)
 
 
 
 
(394
)
Miscellaneous income
7,120

 
2,699

 
 
 
 
9,819

Total noninterest income
34,394

 
8,942

 

 
 
43,336

Noninterest expense
 
 
 
 
 
 
 
 
Employee compensation and benefits
61,388

 
23,579

 
 
 
 
84,967

Occupancy
9,057

 
3,124

 
585

F
 
12,766

Data processing
6,272

 
5,114

 
 
 
 
11,386

Professional fees
3,813

 
5,397

 
 
 
 
9,210

FDIC and other insurance
3,194

 
891

 
 
 
 
4,085

Loan legal and other real estate expense
2,220

 
1,066

 
 
 
 
3,286

Merger related expenses
6,462

 

 
 
 
 
6,462

Other
22,645

 
9,738

 
4,425

H