Corporate Financial Services: Modification of Security Holders’ Rights – Form 8-K

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UNITED STATES

SECURITY AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

REPORT IN PROGRESS

In accordance with Article 13 or 15 (d) of

The 1934 Stock Exchange Act

Report date (Date of first reported event)

November 17, 2021 (November 16, 2021)

CORP OF FINANCIAL SERVICES TO COMPANIES

(Exact name of the declarant as specified in his charter)

Delaware 001-15373 43-1706259
(State or other jurisdiction
of constitution)
(Commission
File number)
(IRS employer
ID number.)
150 N. Meramec Avenue
Saint Louis, Missouri
63105
(Address of the main executive offices) (Postal code)

Cardholder’s phone number, including area code

(314) 725-5500

Not applicable

(Old name or old address, if changed since the last report)

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

??Written communications in accordance with Rule 425 of the Securities Act (17 CFR 230.425)

??Solicitation of documents in accordance with Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)

??Pre-launch communications in accordance with Rule 14d-2 (b) of the Exchange Act (17 CFR 240.14d-2 (b))

??Pre-launch communications pursuant to Exchange Act Rule 13e-4 (c) (17 CFR 240.13e-4 (c))

Securities registered in accordance with Article 12 (b) of the Law:

Title of each class Trading symbol (s) Name of each exchange on which registered
Common shares, par value $ 0.01 per share EFSC Select Global Nasdaq Market

Indicate with a check mark whether the declarant is an emerging growth company within the meaning of 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, growing company ??

If this is an emerging growth company, indicate with a check mark whether the declarant has chosen not to use the extended transition period to comply with the new financial or revised accounting standards provided for under Article 13 (a) of the Exchange Act. ??

ITEM 3.03. SIGNIFICANT CHANGE IN THE RIGHTS OF SECURITY HOLDERS.

On November 17, 2021, Enterprise Financial Services Corp (the “Company”) issued and sold 3,000,000 custodian shares, including 200,000 shares issued upon the full exercise by the underwriters of their over-allotment option (the “Custodian Shares”), each representing 1/40 of a stake in one share of 5.00% of Fixed Rate Perpetual Non-Cumulative Preferred Shares, Series A, par value of $ 0.01 per share (the “ Preferred Series A ”). On November 16, 2021, the Company filed with the Secretary of State for the State of Delaware a certificate of designations to its certificate of incorporation, as amended (the “Certificate of Designations”), establishing the voting powers, designations, preferences, rights and qualifications of the Series A preferred shares. Holders of Custodian Shares will be entitled to all the proportional rights and privileges of the Series A preferred shares (including the rights of dividend, voting, voting rights, redemption and liquidation). The Custodian’s shares were sold in a public offering under the company’s registration statement on Form S-3 (File No. 333-237612) and a related prospectus, including the related prospectus supplement, filed with the Securities and Exchange Commission and pursuant to a bought deal contract, dated November 9, 2021 (the “Underwriting Agreement”), with Keefe, Bruyette & Woods, Inc. as representative several underwriters listed in Schedule A thereof.

Pursuant to the Series A Preferred Shares, the ability of the Company to pay dividends, make distributions in respect of, or to redeem, redeem or otherwise acquire its common shares or any preferred share ranking equal to or below The Series A Preferred Share is subject to certain restrictions in the event that the Company fails to declare and pay or set aside an amount sufficient for the payment of dividends on the Series A Preferred Shares for the dividend period immediately former. The Series A preferred shares have a liquidation preference of $ 1,000 per share.

The description of the terms of the Series A Preferred Shares is qualified in its entirety by reference to the Certificate of Designation, which is included as Exhibit 3.1 of this current report on Form 8-K and is incorporated by reference herein.

In connection with the issuance of the Custodian Shares, the Company entered into a Custodian Agreement, dated November 17, 2021 (the “Custodian Agreement”), by and between the Company, Computershare Inc. and Computershare Trust Company NA , acting jointly as custodian, and holders from time to time of certificates of deposit (“Deposit Receipts”) evidencing shares of the custodian. The Series A Preferred Shares were deposited against delivery of deposit receipts in accordance with the Custodian Agreement. The Custodian Agreement is attached hereto as Schedule 4.1 and the Custodian Receipt Form is attached hereto as Schedule 4.2. The foregoing description of the Depository Agreement is fully qualified by reference to this Attachment, which is incorporated by reference herein.

ITEM 5.03. CHANGES TO THE STATUTES OR BY-LAWS.

On November 16, 2021, the company filed the certificate of designation with the Secretary of State of the State of Delaware, amending the company’s certificate of incorporation, as amended, establishing the newly authorized Series A preferred shares of the company, made up of 75,000 shares. The certificate of designation was accepted for registration and became effective on November 16, 2021. The terms of the Series A preferred shares are further described in section 3.03 of this current report on Form 8-K and the certificate of designation, which is attached hereto as Exhibit 3.1, both of which are incorporated herein by reference.

On November 17, 2021, the Company finalized the issue and sale of 3,000,000 custodian shares, including 200,000 shares issued during the full exercise by the underwriters of their over-allotment option in accordance with the agreement of firm grip. The Custodian Shares have been issued in accordance with the Custodian Agreement. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1. A copy of the Custodian Agreement is attached hereto as Schedule 4.1 and the Custodian Receipt form representing the Custodian Shares is included as Schedule A to the Custodian Agreement. A copy of the legal opinion as to the legality of the issue and sale of the Custodian’s shares is attached as Exhibit 5.1 to this current report on Form 8-K. Exhibits 5.1 and 23.1 of this current Report on Form 8-K are hereby incorporated by reference into the Company’s Registration Statement on Form S-3 (File No. 333-237612).

ARTICLE 9.01. FINANCIAL STATEMENTS AND PARTS.

(d) Exhibitions

Part number The description
1.1 Subscription Agreement by and between Enterprise Financial Services Corp and Keefe, Bruyette, and Woods, Inc., dated November 9, 2021 (incorporated by reference in Exhibit 1.1 of the Company’s Form 8-K filed on November 12, 2021).
3.1 Certificate of Designation for the 5.00% Fixed Rate Perpetual Non-Cumulative Preferred Shares, Series A, effective November 16, 2021.
4.1 Custodian Agreement, dated November 17, 2021, by and between Enterprise Financial Services Corp, Computershare Inc. and Computershare Trust Company NA, acting jointly as Custodian, and the holders from time to time of the certificates of deposit described therein.
4.2 Custodian Receipt Form (included in Exhibit 4.1 hereof).
5.1 Opinion of Holland & Knight LLP
23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1 hereof)
104 Interactive cover page data file (integrated into the online XBRL document).

SIGNATURE

In accordance with the requirements of the Securities Exchange Act of 1934, the declarant has duly caused this report to be signed on his behalf by the undersigned, duly authorized.

CORP OF FINANCIAL SERVICES TO COMPANIES
Date: November 17, 2021

/ s / Troy R. Dumlao

Troy R. Dumlao
Senior Vice President and Chief Accounting Officer

Disclaimer

Corporate financial services company published this content on November 17, 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on November 17, 2021 09:10:04 PM UTC.


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