Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.
As part of the completion of Equity Bancshares, Inc. (the “Company”) previously announced merger (the “Merger” with US State Bancshares, Inc.
(“ASB”) in accordance with the terms of the agreement and the reorganization plan, dated
May 14, 2021 (the “Contract”), by and between the Company, Greyhounds Fusion Sub, Inc., and ASB, the Company has assumed the rights, titles and obligations of ASB under the deed dated September 15, 2005 (the “trust deed”), by and between ASB and the Wilmington Trust Company (the “Trustee”), in accordance with this first additional trust deed, dated October 1, 2021 (the “Supplementary Trust Indenture”), by and between the Company, ASB and the Trustee. ASB had issued
$ 7,732,000 principal of its variable rate subordinated deferred interest notes maturing in 2035 under the indenture. The transaction documents governing these securities, including the Supplementary Trust Deed and Trust Deed, have not been filed under Section 601 (b) (4) (v) of Regulation SK under of the Securities Act of 1933, as amended (the “Securities Act”). The Company agrees to provide a copy of these documents to Security and Trade Commission on demand.
Item 5.02 Departure of Directors or Key Officers; Election of directors; Appointment of key executives; Compensatory provisions of certain agents.
As part of the completion of the Merger, Leon Borck, the former Chairman of the Board and Chairman of ASB, has been appointed to the Board of Directors of the Company and to the Board of Directors of Stock bank effective October 2, 2021, in accordance with the terms of the Agreement.
Mr. Borck participate in the Company’s standard compensation arrangements for non-employee directors, as described in the Company’s definitive proxy circular for its 2021 annual meeting of shareholders filed with the SECOND
to March 18, 2021. Mr. Borck will join the Company’s Risk Committee. Except under the Agreement, there are no other arrangements or understandings between Mr. Borck and any other person by virtue of whom he has been chosen as director of the Company. Since the start of the last financial year, there has been no related party transaction between the Company and Mr. Borck which would be reportable under Article 404 (a) of the SK Regulation.
Article 7.01 Regulation FD Disclosure.
At October 4, 2021, the Company announced that it completed the Merger on
October 1, 2021. The press release announcing the completion of the Merger is provided as Exhibit 99.1 of this current report on Form 8-K and is incorporated herein by reference.
As provided in Policy Statement B.2 of Form 8-K, the information set out in this Section 7.01, including Schedule 99.1, will not be considered “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the requirements of this section, and such information will not be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, unless expressly indicated by specific reference in such filing.
Item 9.01 Financial statements and supporting documents.
(d) Exhibitions. The following are attachments to this current report on Form 8-K.
Exhibit No. Description
99.1 Press release dated October 4, 2021
104 Cover Page Interactive Data File
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