0001458412 FALSE 0001458412 2023-04-21 2023-04-21
 
 
 
 
 
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
April 21, 2023
 
Date of Report (date of earliest event reported)
CROSSFIRST BANKSHARES, INC.
 
(Exact name of registrant as specified in its charter)
Kansas
001-39028
26-3212879
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
11440 Tomahawk Creek Parkway
Leawood
Kansas
(Address of Principal Executive Offices)
66211
(Zip Code)
(
913
)
901-4516
 
Registrant's telephone number, including area code
N/A
(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 (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
 
Soliciting
 
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under
 
the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under
 
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
CFB
The Nasdaq Stock Market LLC
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.
☐
 
 
Item 3.02.
 
Unregistered Sales of Equity Securities.
On April 21, 2023,
 
the Company entered
 
into the agreement
 
and plan of
 
merger described below
 
under Item 7.01.
 
In accordance with
 
the
agreement, the
 
Company has
 
agreed to
 
pay up
 
to 50%
 
of the
 
merger consideration
 
in the
 
form of
 
Company common
 
stock based
 
on the
election of
 
the target
 
stockholders and
 
subject to
 
certain conditions.
 
The Company's
 
common stock
 
will be valued
 
at a
 
per share
 
price of
$14.11
 
for
 
purposes
 
of
 
calculating
 
the
 
merger
 
consideration.
 
The
 
Company
 
expects
 
to issue
 
up
 
to
 
approximately
 
621,000
 
shares
 
of
 
its
common
 
stock
 
at
 
closing
 
assuming:
 
(i)
 
aggregate
 
merger
 
consideration
 
of $17.5
 
million;
 
and
 
(ii)
 
that
 
the
 
Company
 
issues 50%
 
of
 
such
merger consideration
 
in the
 
form of
 
the Company's
 
common stock.
 
The parties
 
agreed that
 
the Company
 
common stock
 
to be
 
issued as
merger
 
consideration
 
will
 
not
 
be
 
registered
 
under
 
the
 
Securities
 
Act
 
of
 
1933,
 
as
 
amended
 
(the
 
“Securities
 
Act”),
 
in
 
reliance
 
on
 
the
exemption
 
from
 
registration
 
provided
 
by
 
Section
 
4(a)(2)
 
of
 
the
 
Securities
 
Act
 
and/or
 
Regulation
 
D
 
promulgated
 
thereunder,
 
and
 
are
intended to be issued in compliance with such exemptions only to "accredited
 
investors".
 
Item 7.01.
 
Regulation FD Disclosure.
On
 
April
 
21,
 
2023,
 
the
 
Company
 
announced
 
an
 
agreement
 
under
 
which
 
the
 
Company
 
will
 
acquire
 
all
 
of
 
the
 
shares
 
of
 
Canyon
Bancorporation, Inc.
 
(“Canyon”) and
 
its wholly
 
owned subsidiary,
 
Canyon Community
 
Bank, N.A.
 
(“CCB”).
 
The business
 
combination
will result
 
in the
 
mergers of
 
Canyon with
 
and into
 
the Company,
 
with the
 
Company being
 
the survivor,
 
and CCB
 
merging with
 
and into
CrossFirst Bank
 
(“CFB Bank”),
 
with CFB
 
Bank being
 
the survivor.
 
Canyon shareholders
 
are expected
 
to receive
 
a combination
 
of cash
and Company
 
common stock as
 
consideration for
 
their shares of
 
Canyon common
 
stock, with an
 
aggregate transaction
 
value estimated
 
at
$15.1 million based on the current Company stock price.
 
The Company’s announcement of the transaction is included in
 
the press release attached hereto as Exhibit 99.1 and incorporated
 
herein by
reference.
 
The transaction is
 
currently expected to
 
close in the
 
second half of
 
2023, subject to
 
approval by bank
 
regulatory authorities, as
 
well as the
satisfaction of other customary closing conditions.
 
The
 
information
 
in
 
Item
 
7.01
 
of
 
this
 
Current
 
Report,
 
including
 
Exhibits
 
99.1,
 
is
 
being
 
“furnished”
 
and
 
shall
 
not
 
be
 
deemed
 
"filed"
 
for
purposes
 
of
 
Section
 
18
 
of the
 
Securities
 
Exchange Act
 
of 1934,
 
as amended
 
(the
 
“Exchange Act”),
 
or
 
incorporated
 
by reference
 
in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly stated in such a filing.
Item 9.01.
 
Financial Statements and Exhibits.
(d)
Exhibits
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
SIGNATURE
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:
April 21, 2023
CROSSFIRST BANKSHARES, INC.
 
 
 
 
 
 
 
By:
/s/ Benjamin R. Clouse
 
 
 
 
Benjamin R. Clouse
Chief Financial Officer