M&A - BYLINE BANCORP, INC.

Form Type: 8-K

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000095017025048037

Filing Summary: On April 1, 2025, Byline Bancorp, Inc. announced the completion of its merger with First Security Bancorp, Inc. and its wholly owned bank subsidiary, First Security Trust and Savings Bank. As a result of this merger, effective the same date, First Security Trust and Savings Bank was merged into Byline Bank. The transaction increases Byline's total assets to approximately $9.8 billion, based on December 31, 2024, figures. According to the Merger Agreement, each share of First Security Bancorp’s common stock was exchanged for 2.3539 shares of Byline common stock, while preferred shares of First Security Bancorp were redeemed in cash prior to closing, totaling around $2.4 million. The overall value of the merger consideration was about $41.5 million. A press release regarding this transaction was attached as Exhibit 99.1.

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Form Type: S-4/A

Filing Date: 2025-01-30

Corporate Action: Merger

Type: Update

Accession Number: 000095017025010653

Filing Summary: Byline Bancorp, Inc. is proceeding with a merger agreement with First Security Bancorp, Inc. This merger will see First Security merge into Byline, which will be the surviving entity. After this merger, First Security's bank subsidiary, First Security Trust and Savings Bank, will also merge into Byline Bank, which will survive in this bank merger. The stockholders of First Security will receive shares of Byline's common stock based on an exchange ratio, which is currently estimated to be approximately 2.1794. Adjustments to this ratio may occur based on financial performance leading up to the closure of the merger. The document outlines the importance of obtaining shareholder approval, which is required for the merger to proceed, with a special meeting scheduled for March 4, 2025. The implied transaction value is indicated to be about $38.4 million based on certain stock valuations prior to the announcement. The document sets forth detailed information regarding the merger agreement, the rights of the shareholders, and future actions required by stakeholders, emphasizing the critical nature of share votes in this process.

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