M&A - EQUITY BANCSHARES INC

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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.

Document Link: View Document

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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