M&A - EQUITY BANCSHARES INC

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Form Type: SCHEDULE 13D

Filing Date: 2025-07-10

Corporate Action: Merger

Type: New

Accession Number: 000114036125025432

Filing Summary: On July 2, 2025, Equity Bancshares, Inc. completed a merger involving Red River Merger Sub, Inc., a wholly owned subsidiary of the Issuer, and NBC Corp. of Oklahoma. This merger included an initial fusion where the Merger Sub was merged into NBC, making NBC the surviving entity, followed by a subsequent merger where NBC was merged into Equity Bancshares, making Equity Bancshares the surviving entity. As a result of these transactions, each outstanding share of NBC's capital stock was converted into 3.219 shares of the Issuer's Class A Common Stock. Following the merger, Fergeson Capital LLC gained ownership of 1,729,783 shares, which represent 9.88% of the Issuer's outstanding Class A Common Stock. The shares were acquired for investment purposes, aiming for appreciation and potential dividends, and no monetary consideration was exchanged in this acquisition. The document explicitly states that there are no current plans to acquire additional securities or to engage in extraordinary corporate transactions.

Additional details:

Reporting Person: Fergeson Capital LLC


Manager Name: Clint Kendric Fergeson


Shares Owned: 1729783


Ownership Percentage: 9.88


Common Stock Outstanding: 17515494


Transaction Date: 2025-07-02


Merger Agreement Date: 2025-04-02


Form Type: 8-K

Filing Date: 2025-07-03

Corporate Action: Merger

Type: New

Accession Number: 000095017025093569

Filing Summary: On July 3, 2025, Equity Bancshares, Inc. announced the completion of its merger with NBC Corp. of Oklahoma, the holding company of NBC Bank. This merger was executed pursuant to an Agreement and Plan of Reorganization dated April 2, 2025. The press release detailing the closure of this merger was attached as Exhibit 99.1 and includes cautionary language about forward-looking statements.

Additional details:

Item Number: 8.01


Item Description: Other Events


Press Release Date: 2025-07-03


Merger With: NBC Corp. of Oklahoma


Form Type: 8-K

Filing Date: 2025-06-06

Corporate Action: Merger

Type: New

Accession Number: 000095017025083160

Filing Summary: Effective June 2, 2025, Equity Bancshares, Inc. has received all regulatory approvals to complete its previously announced merger with NBC Corp. of Oklahoma, following the Agreement and Plan of Reorganization dated April 2, 2025. The completion of the transaction is anticipated in early July 2025, contingent upon the satisfaction or waiver of customary closing conditions.

Additional details:

Item Type: merger_agreement_date

Item Value: 2025-04-02


Item Type: expected_closing_date

Item Value: early July 2025


Form Type: 8-K

Filing Date: 2025-04-03

Corporate Action: Merger

Type: New

Accession Number: 000119312525071450

Filing Summary: On April 2, 2025, Equity Bancshares, Inc. entered into an Agreement and Plan of Reorganization to merge with NBC Corp. of Oklahoma. This includes a two-step merger process where Merger Sub, a wholly owned subsidiary of Equity Bancshares, will first merge with NBC, with NBC becoming a subsidiary of Equity. Then, NBC will merge with Equity Bancshares, resulting in Equity Bancshares as the surviving entity. Each share of NBC Common Stock will be converted into 3.219 shares of Equity's Class A common stock and approximately $35.54 in cash, contingent on certain equity and financial conditions. NBC's shareholders have approved the merger by written consent, and the agreement outlines customary covenants and conditions for completion, including regulatory approvals and the adjustment of NBC's equity prior to closing. The Agreement allows for termination under specific scenarios. Additionally, a Voting Agreement was executed to ensure NBC shareholders vote in favor of the merger. A press release and investor presentation regarding the execution of this agreement were also issued on the same day.

Additional details:

Agreement Date: 2025-04-02


Merger Subsidiary: Red River Merger Sub, Inc.


Nbc Parent Company: NBC Corp. of Oklahoma


Conversion Ratio: 3.219


Cash Payment: 35.54


Merger Conditions: Minimum Equity of $75,697,000


Board Director Addition: C. Kendric Fergeson


Voting Agreement Status: approximately 100% of NBC voting shares


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