Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)

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

Date of Report (Date of earliest event reported): 

July 16, 2021

ENTERPRISE FINANCIAL SERVICES CORP

(Exact name of registrant as specified in its charter)

Delaware			001-15373			43-1706259
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

150 N. Meramec Avenue,

St. Louis,

Missouri

63105

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code 

[phone]

Not applicable
(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

Common Stock, par value $0.01 per share

EFSC

Nasdaq Global Select Market

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. ☐

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Item 8.01 Other Events.

On July 16, 2021, Enterprise Financial Services Corp, or Enterprise, the holding company of Enterprise Bank & Trust, or EB&T, issued a press release announcing that it has received regulatory approval or received a regulatory waiver from the Federal Deposit Insurance Corporation and the Federal Reserve Bank of St. Louis, as applicable, and preliminary approval from the Missouri Division of Finance, for First Choice Bank to be merged into EB&T on the terms and subject to the conditions of the Agreement and Plan of Merger, dated as of April 26, 2021, by and among Enterprise, EB&T, First Choice Bancorp and First Choice Bank. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit     

Number    Description

99.1    Press Release dated July 16, 2021

104        The cover page of this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

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.

                

ENTERPRISE FINANCIAL SERVICES CORP

Date:

July 16, 2021

By:

/s/ Troy R. Dumlao

Troy R. Dumlao

Senior Vice President and Chief Accounting Officer