8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event report):March 8, 2019

ENTERPRISE FINANCIAL SERVICES

CORP

(Exact name of registrant as specified in its charter)

Delaware 

(State or other jurisdiction of incorporation)

001-15373	43-1706259
(Commission File Number)	(I.R.S. Employer Identification Number)
150 N. Meramec, St. Louis, Missouri	63105
(Address of principal executive offices)	(Zip Code)

(314) 725-5500

(Registrant’s telephone number, including area code)

Not applicable 

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. o

Item 2.01    Completion of Acquisition or Disposition of Assets.

On March 8, 2019, Enterprise Financial Services Corp, a Delaware corporation (“Enterprise,” or the “Company”), announced the completion of its previously-announced merger with Trinity Capital Corporation, a New Mexico corporation (“Trinity”). At the effective time of the Merger (the “Effective Time”), Trinity was merged with and into Enterprise, with Enterprise continuing as the surviving entity (the “Merger”), pursuant to the Agreement and Plan of Merger, dated as of November 1, 2018 (the “Merger Agreement”), by and among Enterprise, Enterprise Bank & Trust, a wholly-owned subsidiary of Enterprise and Missouri-chartered trust company with banking powers (“EB&T”), Trinity and Los Alamos National Bank, a wholly-owned subsidiary of Trinity and national banking association (“LANB”). Immediately following the Merger, LANB merged with and into EB&T, with EB&T continuing as the surviving entity (the “Bank Merger”). The Merger and the Bank Merger are collectively referred to in this Current Report on Form 8-K as the “Merger.”

Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding share of Trinity common stock, no par value (“Trinity Common Stock”), has the right to receive: (i) $1.84 in cash (the “Cash Consideration”); and (ii) 0.1972 shares of Enterprise’s common stock, $0.01 par value per share (“Enterprise Common Stock”), with cash being paid in lieu of fractional shares (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Upon consummation of the Merger, each issued and outstanding restricted stock unit and other stock-based award granted by Trinity that would vest immediately prior to the Effective Time was cancelled and the holders became entitled to receive the Merger Consideration in accordance with the terms of the Merger Agreement. Each outstanding share of Enterprise Common Stock remained outstanding and was unaffected by the Merger.

Upon completion of the Merger, Enterprise issued approximately 4.0 million shares of Enterprise Common Stock and paid $37.2 million in cash to holders of Trinity Common Stock, not including the aggregate cash being paid in lieu of fractional shares. The Cash Consideration was funded to the paying agent through cash on hand from Enterprise.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to Enterprise’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 2, 2018 and is incorporated herein by reference.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, Enterprise was required to take all action necessary to appoint or elect, effective as of the Effective Time, two (2) Trinity directors, each of whom must be independent with respect to Enterprise for purposes of the listing requirements of NASDAQ, and mutually agreeable to Enterprise and Trinity, as directors of Enterprise; and EB&T was required to take all action necessary to appoint or elect, effective as of the Effective Time, one (1) Trinity director, mutually agreeable to EB&T and LANB, as a director of EB&T.

On March 8, 2019, in connection with the Merger, the Enterprise board of directors (the “Enterprise Board”) appointed Tony Scavuzzo and James F. Deutsch to the Enterprise Board, effective as of the Effective Time. Mr. Scavuzzo and Mr. Deutsch will each serve on the Enterprise Board until Enterprise’s 2019 annual meeting of stockholders (when they will each be nominated for reelection by the stockholders of Enterprise, pursuant to the terms of the Merger Agreement). Mr. Scavuzzo and Mr. Deutsch each served as directors of Trinity prior to the effectiveness of the Merger.

Further in connection with the Merger, on March 8, 2019, the EB&T board of directors (the “EB&T Board”) appointed James E. Goodwin, Jr., the Chairman of the boards of directors of Trinity and LANB, to the EB&T Board, effective as of the Effective Time.

On March 8, 2019, in connection with the appointment of Messrs. Scavuzzo and Deutsch to the Enterprise Board and in accordance with Enterprise’s Amended and Restated Bylaws, the Enterprise Board increased the number of directors from twelve (12) to fourteen (14), effective as of the Effective Time.

The Enterprise Board and the EB&T Board have not yet determined which committees of the Enterprise Board and the EB&T Board Messrs. Scavuzzo, Deutsch and Goodwin will respectively join.

Item 7.01Regulation FD Disclosure.

On March 8, 2019, Enterprise issued a press release announcing the completion of the Merger. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, as amended, nor shall such information and Exhibit 99.1 be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01Financial Statements and Exhibits.

(a)Financial Statements of Businesses Acquired.

The audited consolidated balance sheets of Trinity as of December 31, 2017 and 2016, the related audited consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows of Trinity for the years ended December 31, 2017 and 2016, the notes related thereto and the Report of Independent Registered Public Accounting Firm were previously included as part of Amendment No. 3 to the Registration Statement on Form S-4, File No. 333-228751, as filed by Enterprise with the SEC on January 29, 2019 and declared effective on January 30, 2019 (the “Registration Statement”).

(b)Pro forma financial information.

The unaudited pro forma condensed combined balance sheet of Enterprise and Trinity for the nine months ended September 30, 2018, unaudited pro forma condensed combined income statements of Enterprise and Trinity for the nine months ended September 30, 2018 and the year ended December 31, 2017, and the notes related thereto were previously included in the Registration Statement under the heading “Selected Unaudited Pro Forma Condensed Combined Financial Information.”

(d) Exhibits.

Exhibit Number Description

2.1 Agreement and Plan of Merger, by and among Enterprise Financial Services Corp, Enterprise Bank & Trust, Trinity Capital Corporation, and Los Alamos National Bank, dated November 1, 2018 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 2, 2018).

99.1 Press Release, dated March 8, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ENTERPRISE FINANCIAL SERVICES CORP
Date:	March 8, 2019	By:	/s/ Mark G. Ponder
			Mark G. Ponder
			Senior Vice President and Controller

INDEX TO EXHIBITS

Exhibit Number Description

2.1 Agreement and Plan of Merger, by and among Enterprise Financial Services Corp, Enterprise Bank & Trust, Trinity Capital Corporation, and Los Alamos National Bank, dated November 1, 2018 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 2, 2018).

99.1 Press Release, dated March 8, 2019.

EX-99.1

Exhibit 99.1

ENTERPRISE FINANCIAL SERVICES CORP AND TRINITY CAPITAL CORPORATION (PARENT COMPANY OF LOS ALAMOS NATIONAL BANK) COMPLETE MERGER

MARCH 8, 2019, ST. LOUIS, MO - Enterprise Financial Services Corp (NASDAQ: EFSC) (“Enterprise,” or “EFSC”), the holding company for Enterprise Bank & Trust (“EB&T”), today announced the completion of its merger with Trinity Capital Corporation (“Trinity”) and the merger of EB&T with Trinity’s wholly owned subsidiary, Los Alamos National Bank (“LANB”). The merger adds approximately $1.2 billion in assets, $700 million in loans and $1.1 billion in deposits to Enterprise and makes New Mexico Enterprise’s second largest market. Following this transformational merger, Enterprise will have approximately $7 billion in total assets.

“We are thrilled with the completion of the merger of our two organizations,” said Jim Lally, President and Chief Executive Officer of Enterprise. “We are excited to continue to build upon the extraordinary past performance of both companies’ commitment to their employees, customers and communities. Our combined organization is poised to deliver strong returns and significant value for our shareholders as we continue to provide the highest level of service across all of our communities into the future.”

The merger further enhances the geographic diversity of Enterprise’s footprint with LANB’s six full-service locations in Los Alamos, Santa Fe, and Albuquerque, New Mexico. The New Mexico locations will continue to operate under LANB’s existing systems until EB&T completes its systems integration, which is expected to be finalized in mid-2019. LANB customers then will have access to the full range of products and services available currently to EB&T customers.

In connection with completion of the merger, two Trinity directors, Tony Scavuzzo of Castle Creek Capital, LLC and James F. Deutsch of Patriot Financial Partners, LP, have joined EFSC’s board of directors. Additionally, James E. Goodwin, Jr., Chairman of the boards of directors of Trinity and LANB, has joined the board of directors of EB&T.

Advisors to Transaction

Wells Fargo Securities, LLC served as financial advisor to EFSC, and Holland & Knight LLP served as legal counsel to EFSC. Keefe, Bruyette & Woods, A Stifel Company served as financial advisor to Trinity, and Hunton Andrew Kurth LLP served as legal counsel to Trinity.

About Enterprise

Enterprise Financial Services Corp (NASDAQ: EFSC), with approximately $7 billion in assets, is a bank holding company headquartered in Clayton, Missouri. Enterprise Bank & Trust, a Missouri state-chartered trust company with banking powers and a wholly owned subsidiary of Enterprise, operates 34 branch offices in Arizona, Kansas, Missouri and New Mexico. Enterprise Bank & Trust offers a range of business and personal banking services and wealth management services. Enterprise Trust, a division of Enterprise Bank & Trust, provides financial planning, estate planning, investment management and trust services to businesses, individuals, institutions, retirement plans and non-profit organizations. Additional information is available at www.enterprisebank.com.

Enterprise Financial Services Corp’s common stock is traded on the Nasdaq Stock Market under the symbol “EFSC.” Please visit our website at www.enterprisebank.com to see our regularly posted material information.

Forward-Looking Statements

In addition to the historical information contained herein, this press release contains "forward-looking statements" within the meaning of, and intended to be covered by, the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements about EFSC’s plans, expectations, and projections of future financial and operating results, as well as statements regarding EFSC’s plans,

objectives, expectations or consequences of announced transactions. Words such as "may," "might," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," "could," "continue," and “intend,” and variations of such words and similar expressions are intended to identify such forward-looking statements which are not statements of historical fact. Forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those contemplated from such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, EFSC’s ability to efficiently integrate acquisitions into its operations, retain the customers of these businesses and grow the acquired operations, credit risk, changes in the appraised valuation of real estate securing impaired loans, outcomes of litigation and other contingencies, exposure to general and local economic conditions, risks associated with rapid increases or decreases in prevailing interest rates, consolidation in the banking industry, competition from banks and other financial institutions, EFSC’s ability to attract and retain relationship officers and other key personnel, burdens imposed by federal and state regulation, changes in regulatory requirements, changes in accounting regulation or standards applicable to banks, as well as other risk factors described in the EFSC’s 2018 Annual Report on Form 10-K and other filings made by EFSC with the Securities and Exchange Commission (the “SEC”). Forward-looking statements made in this press release or in any documents speak only as of the date they are made. Except as required under the U.S. federal securities laws and the rules and regulations of the SEC, EFSC disclaims any intention or obligation to update any forward-looking statements after the filing of this press release, whether as a result of new information, future events, developments, changes in assumptions or otherwise.

For more information contact:

Enterprise Financial Services Corp

Investor Relations:

Keene Turner, Executive Vice President and Chief Financial Officer

(314) 512-7251

Media:

Karen Loiterstein, Senior Vice President, Marketing

(314) 512-7141

###