Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  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): October 9,  2015 

 

SOUTHWEST BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

Oklahoma		001-34110		73-1136584
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

608 South Main Street, Stillwater, Oklahoma		74074
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

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))

 

 

 

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Item 2.01Completion of Acquisition or Disposition of Assets.

On October 9, 2015, Southwest Bancorp, Inc. (the “Company”), an Oklahoma corporation and financial holding company for the Company’s wholly-owned subsidiary, Bank SNB, a state-chartered member bank (“Bank SNB”), completed its previously announced acquisition of First Commercial Bancshares, Inc. (“Bancshares”), an Oklahoma corporation, and First Commercial Bank (“First Commercial Bank”), an Oklahoma banking corporation and a wholly‑owned subsidiary of Bancshares, through the merger of Bancshares with and into the Company (the “Merger”). The Merger was consummated pursuant to the Agreement and Plan of Reorganization (the “Merger Agreement”) dated as of May 27, 2015.

 

As a result of the Merger, each outstanding share of Bancshares common stock received 0.91638 shares of the Company’s shares, plus cash in lieu of a fractional shares, and $15.41 in cash. In aggregate, the Company issued 1,213,985 shares of Company common stock, par value of $1.00 per share (“Common Stock”), and paid cash in an aggregate amount equal to $20.4 million to Bancshares. The aggregate Merger consideration was $41.7 million.

 

In connection with the Merger, the parties have caused First Commercial Bank to merge with and into Bank SNB, with Bank SNB the surviving Bank.

 

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on from 8-K dated May 27, 2015.

 

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On October 9, 2015, in connection with the Merger and pursuant to a First Supplemental Indenture, dated as of October 9, 2015, (the “Indenture Supplement”) by and among the Company, Bancshares, and Wilmington Trust Company, a Delaware trust company, as Trustee (the “Trustee”), the Company assumed all of FCBI’s obligations with respect to (1) the issuance by FCBI of $5,155,000 of its Floating Rate Junior Subordinated Debt Securities due August 8, 2033, with an interest rate equal to LIBOR plus 3.0% (the “Debt Securities”) to First Commercial Statutory Trust I, a Delaware statutory trust (the “Trust”) and (2) the guarantee by FCBI of $5,000,000 of the Trust’s Floating Rate TruPS, with an interest rate equal to LIBOR plus 3.0% (the “Capital Securities”).  The Indenture Supplement supplements the Indenture dated September 4, 2003 by and between the Trustee and FCBI (the “Indenture”).

Interest on the Debt Securities and Capital Securities is payable quarterly on every February 8, May 8, August 8 and November 8, but such payments may be deferred for up to twenty consecutive quarterly periods.  The Debt Securities are redeemable, in whole or in part, at the Company’s option, and the Capital Securities are redeemable, in whole or in part, upon repayment at maturity or redemption in whole or in part of the Debt Securities, on any February 8, May 8, August 8 and November 8 for a redemption price equal to 100% of the principal

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amount of the Debt Securities or Capital Securities, as applicable, plus accrued and unpaid interest thereon to the date of such redemption.

The Indenture permits either the Trustee or holders of not less than 25% in aggregate principal amount of the Debt Securities, upon the occurrence and continuation of an event of default, to declare that  all unpaid principal and accrued interest of the Debt Securities to be immediately due and payable (an “Acceleration”).  If the Trustee or holders of not less than 25% in aggregate principal amount of the Debt Securities fail to declare an Acceleration following an event of default, then the holders of not less than a majority in liquidation amount of the Capital Securities can declare an Acceleration.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On October 9, 2015 Steve Davis, a director of Bancshares prior to the Merger, was appointed to serve as a member of the Board of Directors of both the Company and Bank SNB.   As a shareholder of Bancshares, Mr. Davis will directly or indirectly receive approximately $3,474,328 and 206,638 shares of the Company’s common stock as a result of the Merger.    The aggregate Merger consideration was $41.7 million.

Item 8.01Other Events.

On October 12, 2015, Bank SNB issued a press release announcing the closing of the merger of First Commercial Bank into Bank SNB. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit 99.1:Press Release issued by Bank SNB dated October 12, 2015

 

 

 

 

 

 

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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 hereunto duly authorized.

 

October 13, 2015

	/s/ Mark W. Funke   Name:  Mark W. Funke Title:    President & Chief Executive Officer
	SOUTHWEST BANCORP, INC. By:  /s/ Mark W. Funke   Name:  Mark W. Funke Title:    President & Chief Executive Officer

 

 

 

 

 

 

 

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Bank SNB Completes Acquisition of First Commercial Bank

 

Adds branches in OKC market and expands into Colorado

 

(From left to right:  Joe Shockley, CFO, Russ Teubner, Chairman of the Board,

Mark Funke, CEO, and Rusty LaForge, General Counsel)

 

STILLWATER, Okla., October 12, 2015 (GLOBE NEWSWIRE) – Bank SNB, an Oklahoma state banking corporation and wholly-owned subsidiary of Southwest Bancorp, Inc. (Nasdaq:OKSB) (“Southwest”), announced today that it has completed its previously announced acquisition by merger of the third-largest Edmond, Oklahoma-based bank, First Commercial Bank.  As result of the merger, Bank SNB now has five additional Oklahoma City metro banking centers as part of its network and four banking centers in the Colorado market  – three in Denver and one in Colorado Springs.    All of the banking centers will operate immediately under the name Bank SNB.  After announcing the agreement in May 2015, the merger was consummated after obtaining regulatory and shareholder approvals within Bank SNB’s expected timeframe.

 

The acquisition of First Commercial Bank increases Bank SNB’s total assets by $300 million to $2.3 billion.  The acquisition enhances Bank SNB’s presence in the Oklahoma City and Edmond markets, resulting in a top-10 deposit market share ranking for Bank SNB in the Oklahoma City MSA.  Bank SNB now has nine banking centers throughout the Oklahoma City MSA and a total of 33 throughout the bank’s four-state footprint.  Furthermore, the addition of four Colorado banking centers provides a strategic entry point into Colorado with the opportunity to grow and expand the market.  

 

James (“Jim”) Canton, previously the President and CEO of First Commercial, was named Edmond Market President for Bank SNB.  “We are very pleased to have joined our organization with Bank SNB,” Canton said.  “We are excited about the expanded products and services that this partnership brings to our customers and the communities we serve.”

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“Much thought and effort has gone into forming this partnership, and we believe it is an excellent opportunity for our bank and all of our combined customers,” said Mark W. Funke, President and CEO of Bank SNB and Southwest. “We welcome Jim Canton and the rest of his team as we now collectively look forward to providing enhanced services in our markets including advanced treasury management services and products and services tailored to the healthcare industry.  Together we welcome First Commercial’s customers, and we look forward to providing the expert service that our customers deserve and the resources they need.  This expansion enables us to give more customers the resources to help them be successful and offers more convenience to our customers in Oklahoma and Colorado.” 

 

With respect to Bank SNB’s expansion into Colorado, Funke added,  “Bank SNB has been serving a number of Colorado customers from its Oklahoma base.  We are particularly excited about the enhanced services that Bank SNB can provide to Colorado-based customers now that Bank SNB has established this physical presence in the Colorado market.”

 

Immediately following the completion of the merger, Bank SNB and Southwest also welcomed to its Board of Directors Steve Davis, an Oklahoma City attorney and businessman who previously served as Chairman of the Board of First Commercial.  “First Commercial’s Board of Directors unanimously supported this business combination with Bank SNB.  We believe it brings substantial benefits to our shareholders and to our customers”, Davis said.  “Bank SNB understands our markets well and has a track record of giving back to the communities it serves.  We’re looking forward to the benefits our customers will realize from the combination of two banks’ cultures that have always emphasized quality service and personal attention.”   

 

About Southwest Bancorp, Inc. and Bank SNB

 

Southwest Bancorp, Inc. is the holding company for Bank SNB, an Oklahoma state banking corporation. Through Bank SNB, Southwest offers commercial and consumer lending, deposit and investment services, specialized cash management, and other financial services from offices in Oklahoma, Texas, Kansas and now Colorado, and on the Internet, through Bank SNB DirectBanker®. Southwest was organized in 1981 as the holding company for Bank SNB, which was chartered in 1894. For more information, visit www.oksb.com or www.banksnb.com.  

 

Forward-Looking Statements    

 

This press release, and future oral and written statements of Southwest and its management, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Southwest’s results of operations, financial condition, objectives, plans, business, future performance, industry conditions and future economic performance. All forward-looking statements are subject to risks, assumptions, and uncertainties. Our actual results may differ materially from those set forth in any forward-looking statement. Some of the risks or factors that may cause our actual results or other future events, circumstances, or goals to differ from those in forward-looking statements are described in our Annual Report on Form 10-K for the year ended December 31st, 2014, Current Reports on Form 8-K, our Quarterly Reports on Form 10-Q, or other applicable documents that are filed with the Securities and Exchange Commission. All statements in this release, including forward-looking statements, speak only as of the date they are made, and Southwest undertakes no obligation to update any forward-looking statement to reflect the impact of new information or future events.

 

 

CONTACT: Mark W. Funke

President & CEO

Joe T. Shockley, Jr.

EVP & CFO

[phone]

 

 

The Bank SNB logo is available at

http://www.globenewswire.com/newsroom/prs/?pkgid=23106 

 

The Southwest Bancorp, Inc. logo is available at

http://www.globenewswire.com/newsroom/prs/?pkgid=8074 

 

 

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