false 0001624322 0001624322 2022-03-01 2022-03-01

 

 

 

 

Date of Report (Date of earliest event reported): March 1, 2022

 

(Exact name of registrant as specified in its charter)

 

 

(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2. below):

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act.:

 

 

 

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 ☐

 

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.   ☐

 

 

 

Effective as of March 1, 2022, Business First Bancshares, Inc. (“Business First”), a Louisiana corporation and the parent holding company of b1BANK, completed its previously announced acquisition (the “Merger”) of Texas Citizens Bancorp, Inc. (“TCBI”), a Texas corporation and the parent holding company of Texas Citizens Bank, National Association.

 

The Merger was completed pursuant to the previously announced Agreement and Plan of Reorganization (the “Reorganization Agreement”), dated October 20, 2021, by and between Business First and TCBI. In accordance with the terms of the Reorganization Agreement, at the effective time, TCBI was merged with and into Business First, with Business First surviving the Merger. Immediately following the holding company Merger, Texas Citizens Bank, National Association was merged with and into b1BANK, with b1BANK as the surviving bank.

 

Pursuant to the terms of the Reorganization Agreement, each issued and outstanding share of TCBI stock was converted into the right to receive 0.7038 shares of Business First common stock. In aggregate, Business First issued approximately 2.1 million shares of its common stock in the Merger.

 

The foregoing description of the Reorganization 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 Business First’s Current Report on Form 8-K filed on October 21, 2021 and is incorporated herein by reference.

 

 

In connection with the Merger, on March 1, 2022, Business First assumed TCBI’s obligations with respect to: (i) $8.90 million in aggregate principal amount of 8.00% fixed-to-floating subordinated notes due 2027; (ii) $10.0 million in aggregate principal amount of 6.25% fixed-to-floating subordinated notes due 2028; and (iii) $7.5 million in aggregate principal amount of 6.375% fixed-to-floating subordinated notes due 2028 (collectively, the “Notes”).

 

The Notes have not been filed herewith pursuant to Item 601(b)(4)(v) of Regulation S-K under the Securities Act. Business First agrees to furnish a copy of such indentures to the Commission upon request.

 

 

On March 1, 2022, Business First issued the press release attached hereto as Exhibit 99.1 and incorporated herein by reference announcing the completion of its Merger of TCBI.

 

 

(d) Exhibits

 

 

 

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.

 

 

Date: March 1, 2022