UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 reported): April 1, 2024
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(Exact name of Registrant as specified in its charter)
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| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | ||||||||
| Registrant’s telephone number, including area code | ||||||||
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| (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:
| 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 | ||||||||||||
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). ☐
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 7.01. Regulation FD Disclosure
Press Release
First Busey Corporation, a Nevada corporation ("Busey"), issued a press release on April 1, 2024, in connection with the completion of the Merger (as defined below). A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in Item 7.01 of this Current Report on Form 8‑K and Exhibit 99.1 attached hereto is being “furnished” and will not, except to the extent required by applicable law or regulation, be deemed “filed” by Busey for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“the Exchange Act”), or otherwise subject to the liabilities of that section, nor will any of such information or exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 8.01. Other Events
Effective April 1, 2024, Busey completed its previously announced acquisition (the "Merger") of Merchants and Manufacturers Bank Corporation, an Illinois corporation (“M&M”), pursuant to an Agreement and Plan of Merger, dated November 27, 2023, between Busey and M&M (the “Merger Agreement”). At the effective time of the Merger, each share of M&M common stock converted to the right to receive, at the election of each stockholder and subject to proration and adjustment as provided in the Merger Agreement, either (1) $117.74 in cash, (2) 5.7294 shares of Busey common stock, or (3) mixed consideration of $34.55 in cash and 4.0481 shares of Busey common stock.
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 full text of the Merger Agreement, which was filed as Exhibit 2.1 to Busey’s Current Report on Form 8‑K filed on November 27, 2023, which is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number | Description of Exhibit | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101) | |||||||
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 thereunto duly authorized.
FIRST BUSEY CORPORATION | |||||||||||||||||
| Date: | April 1, 2024 | By: | /s/ Jeffrey D. Jones | ||||||||||||||
| Jeffrey D. Jones | |||||||||||||||||
| Chief Financial Officer | |||||||||||||||||
Merchants and Exhibit 99.1 Manufacturers Bank Corporation FOR IMMEDIATE RELEASE April 1, 2024 First Busey Corporation Finalizes Acquisition of Merchants and Manufacturers Bank Corporation and Merchants and Manufacturers Bank CHAMPAIGN, IL and OAKBROOK TERRACE, IL—First Busey Corporation (“Busey”) (NASDAQ: BUSE), the holding company for Busey Bank, announced the completion of its acquisition of Merchants and Manufacturers Bank Corporation (“M&M”), the holding company for Merchants and Manufacturers Bank (“M&M Bank”), effective April 1, 2024. The transaction was previously announced on November 27, 2023. At the effective time of the merger, each share of M&M common stock converted to the right to receive, at the election of each shareholder, and subject to proration and adjustment as provided in the merger agreement, (i) $117.74 in cash, (ii) 5.7294 shares of Busey common stock, or (iii) mixed consideration of $34.55 in cash and 4.0481 shares of Busey common stock, with total consideration consisting of approximately $12.2 million in cash and 1,429,324 shares of Busey common stock. Busey will operate M&M Bank as a separate banking subsidiary of Busey until it is merged with Busey Bank, which is expected to occur in June 2024. At the time of the bank merger, M&M’s banking offices will become banking offices of Busey, except for the banking office located at 990 Essington Rd., Joliet, Illinois, which is expected to be closed in connection with the bank merger. The combined pro forma franchise will serve customers through 62 full-service locations, including 21 in Central Illinois markets, 17 in suburban Chicago markets, 20 in the St. Louis metropolitan area, one in Indianapolis and three in Southwest Florida. The pro forma organization had combined assets of $12.8 billion, $8.1 billion in loans, $10.7 billion in deposits and $12.1 billion in wealth assets under care as of December 31, 2023. Busey Chairman, President and Chief Executive Officer Van A. Dukeman said, “Through this partnership, Busey and M&M will advance our community banking culture through our shared, longstanding commitments to supporting our associates, customers and communities. Our combined franchise benefits our clients through enhanced capabilities and products, including M&M’s Life Equity Loan® product, while a growing, dynamic organization presents more professional growth opportunities for associates.”
The partnership enhances Busey’s existing deposit, commercial banking and wealth management presence in the Chicago-Naperville-Elgin, IL-IN-WI Metropolitan Statistical Area (MSA). Through this transaction, Busey’s deposit share ranking in DuPage and Will Counties improves to #4 while our share in the Chicago MSA improves to #8 (based on 2023 FDIC Summary of Deposits data and excluding large financial institutions with $100 billion+ in assets). Additionally, this partnership solidifies Busey Bank’s position as #13 in total deposit market share across the state of Illinois and #4 in deposit share for banks headquartered in Illinois. M&M Bank was founded in 1969 as a locally-owned bank valuing its roles and responsibilities as a community bank, bringing a focused expertise in business banking. M&M Bank continues to be dedicated to its founding principles by being actively involved in the communities it serves and providing unparalleled service delivered by experienced local professionals. As of December 31, 2023, M&M Bank had total consolidated assets of $0.5 billion, total loans of $0.4 billion and total deposits of $0.4 billion. M&M Chief Executive Officer and Director Brad W. Butler shared, “Thanks to talented associates, both Busey and M&M have proven successful in providing premier customer service while building and maintaining strong generational relationships with those we serve. We are thrilled M&M Bank customers will continue to experience service excellence with the bankers they know and trust, while benefiting from expanded banking products and Busey’s extensive service center footprint across Illinois, Missouri, Florida and Indiana.” Both companies support and value an engaged and empowered workforce and are committed to building a premier, service-oriented, community banking experience. Busey has been named among American Banker’s Best Banks to Work For since 2016; voted as one of the Best Places to Work in Illinois by associates since 2016; listed among 2022 and 2023’s America’s Best Banks by Forbes—in addition to various wellness, training and development, philanthropic and other workplace awards. We are honored to be consistently recognized nationally and locally for our engaged culture of integrity and commitment to community development. Barack Ferrazzano Kirschbaum & Nagelberg LLP served as legal counsel to Busey. ArentFox Schiff LLP served as legal counsel and Keefe, Bruyette & Woods, Inc., a Stifel Company served as financial advisor to M&M. About First Busey Corpora�on As of December 31, 2023, First Busey Corpora�on (Nasdaq: BUSE) was a $12.28 billion financial holding company headquartered in Champaign, Illinois. Busey Bank, a wholly-owned bank subsidiary of First Busey Corpora�on, had total assets of $12.25 billion as of December 31, 2023, and is headquartered in Champaign, Illinois. Busey Bank currently has 58 banking centers, with 21 in the Central Illinois markets of Champaign, Peoria, Bloomington, and Decatur, 13 in suburban Chicago markets, 20 in the St. Louis metropolitan area, 1 in Indianapolis and 3 in southwest Florida. More informa�on about Busey Bank can be found at busey.com.
Through Busey’s Wealth Management division, Busey Bank provides a full range of asset management, investment, brokerage, fiduciary, philanthropic advisory, tax prepara�on, and farm management services to individuals, businesses, and founda�ons. Assets under care totaled $12.14 billion as of December 31, 2023. More informa�on about Busey’s Wealth Management services can be found at busey.com/wealthmanagement. Busey Bank’s wholly-owned subsidiary, FirsTech Inc. (“FirsTech”), specializes in the evolving financial technology needs of small and medium-sized businesses, highly regulated enterprise industries, and financial ins�tu�ons. FirsTech provides comprehensive and innova�ve payment technology solu�ons including online, mobile, and voice-recogni�on bill payments; money and data movement; merchant services; direct debit services; lockbox remitance processing for payments made by mail; and walk-in payments at retail agents. Addi�onally, FirsTech simplifies client workflows through integra�ons enabling support with billing, reconcilia�on, bill reminders, and treasury services. More informa�on about FirsTech can be found at firstechpayments.com. About Merchants and Manufacturers Bank M&M Bank is a wholly-owned bank subsidiary of First Busey Corpora�on acquired in the merger. Headquartered in Joliet, Illinois, M&M Bank has several loca�ons in the Chicago-Naperville-Elgin, IL-IN-WI Metropolitan Sta�s�cal Area (MSA). M&M Bank focuses on serving privately held manufacturers and distributors and select service businesses, par�cularly in the Greater Chicago area. M&M Bank provides a range of financial services and has developed a unique Life Equity Loan® program. For more informa�on, visit m-mbank.com. Contacts Jeffrey D. Jones, EVP & CFO Amy L. Randolph, EVP & COO First Busey Corpora�on First Busey Corpora�on (217) 365-4500 (217) 365-4500 jeff.jones@busey.com amy.randolph@busey.com Special Note Concerning Forward-Looking Statements This document may contain forward-looking statements within the meaning of the Private Securi�es Li�ga�on Reform Act of 1995 with respect to the financial condi�on, results of opera�ons, plans, objec�ves, future performance, and business of First Busey Corpora�on (“Busey”). Forward-looking statements, which may be based upon beliefs, expecta�ons and assump�ons of Busey’s management and on informa�on currently available to management, are generally iden�fiable by the use of words such as “believe,” “expect,” “an�cipate,” “plan,” “intend,” “es�mate,” “may,” “will,” “would,” “could,” “should” or other similar expressions. Addi�onally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and Busey undertakes no obliga�on to update any statement in light of new
informa�on or future events. A number of factors, many of which are beyond the ability of Busey to control or predict, could cause actual results to differ materially from those in any forward-looking statements. These factors include, among others, the following: (1) the strength of the local, state, na�onal, and interna�onal economy (including effects of infla�onary pressures and supply chain constraints); (2) the economic impact of any future terrorist threats or atacks, widespread disease or pandemics (including the Coronavirus Disease 2019 pandemic), or other adverse external events that could cause economic deteriora�on or instability in credit markets (including Russia’s invasion of Ukraine and the Israeli-Pales�nian conflict); (3) changes in state and federal laws, regula�ons, and governmental policies concerning Busey's general business (including changes in response to the recent failures of other banks); (4) changes in accoun�ng policies and prac�ces; (5) changes in interest rates and prepayment rates of Busey’s assets (including the impact of the London Interbank Offered Rate phase-out and the recent and poten�al addi�onal rate increases by the Federal Reserve); (6) increased compe��on in the financial services sector (including from non-bank compe�tors such as credit unions and fintech companies) and the inability to atract new customers; (7) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (8) the loss of key execu�ves or associates; (9) changes in consumer spending; (10) unexpected results of acquisi�ons, including the acquisi�on of Merchants and Manufacturers Bank Corpora�on; (11) unexpected outcomes of exis�ng or new li�ga�on involving Busey; (12) fluctua�ons in the value of securi�es held in Busey’s securi�es por�olio; (13) concentra�ons within Busey’s loan por�olio, large loans to certain borrowers, and large deposits from certain clients; (14) the concentra�on of large deposits from certain clients who have balances above current FDIC insurance limits and may withdraw deposits to diversify their exposure; (15) the level of non-performing assets on Busey’s balance sheets; (16) interrup�ons involving informa�on technology and communica�ons systems or third-party servicers; (17) breaches or failures of informa�on security controls or cybersecurity-related incidents; and (18) the economic impact of excep�onal weather occurrences such as tornadoes, hurricanes, floods, blizzards, and droughts. These risks and uncertain�es should be considered in evalua�ng forward-looking statements and undue reliance should not be placed on such statements. Addi�onal informa�on concerning Busey and its business, including addi�onal factors that could materially affect Busey’s financial results, is included in Busey’s filings with the Securi�es and Exchange Commission. ###