M&A - FIRST BUSEY CORP /NV/

Form Type: S-8 POS

Filing Date: 2025-03-07

Corporate Action: Merger

Type: Update

Accession Number: 000110465925021779

Filing Summary: First Busey Corporation filed a Post-Effective Amendment No. 1 on Form S-8 to its original Form S-4 registration statement, which was declared effective on November 13, 2024. This filing relates to an ongoing merger with CrossFirst Bankshares, Inc. effective March 1, 2025. In this merger, shares of CrossFirst common stock were converted into shares of Busey common stock at an exchange ratio of 0.6675. The registration laids out the details regarding the equity awards of CrossFirst, which were assumed and converted into Equity awards of Busey common stock. This amendment ensures compliance with post-merger equity awards management and typically involves providing detailed terms surrounding unvested equity awards, including stock options and restricted stock units, that employees of CrossFirst will now hold in the merged entity. It covers shares available for issuance related to the CrossFirst Stock Plan.

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Form Type: 8-K

Filing Date: 2025-03-03

Corporate Action: Merger

Type: New

Accession Number: 000110465925019504

Filing Summary: On March 1, 2025, First Busey Corporation completed its merger with CrossFirst Bankshares, Inc. Under the terms of the merger, each share of CrossFirst Common Stock was converted into the right to receive 0.6675 shares of Busey Common Stock and cash for fractional shares. Series A Preferred Stock of CrossFirst was converted into the newly created New Busey Preferred Stock. Following the merger, equity awards issued by both companies were adjusted to reflect the merger's impact. A subsequent bank merger between CrossFirst Bank and Busey Bank is anticipated on June 20, 2025. The merger prompted an amendment to Busey's articles of incorporation, increasing authorized shares of common stock from 100 million to 200 million. The board of directors was restructured to include directors from both companies. Additionally, executive appointments were made post-merger, and various corporate governance amendments were enacted.

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Form Type: 5

Filing Date: 2025-01-28

Corporate Action: Acquisition

Type: New

Accession Number: 000031448925000003

Filing Summary: This document reports a transaction related to FIRST BUSEY CORP /NV/. It reflects an acquisition of shares that occurred on March 10, 2023, which had not been previously reported. Additionally, there is mention of a further acquisition of shares by will or testament that occurred on September 16, 2024. The filing was submitted by Karen M Jensen and is notarized by Catherine Alqallaf, attorney-in-fact on January 28, 2025.

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Form Type: 8-K

Filing Date: 2025-01-17

Corporate Action: Merger

Type: New

Accession Number: 000110465925004310

Filing Summary: On January 16, 2025, First Busey Corporation received regulatory approval from the Board of Governors of the Federal Reserve System for the previously announced merger of CrossFirst Bankshares, Inc. with and into Busey, with Busey continuing as the surviving corporation. Additionally, the proposed merger of CrossFirst Bank with Busey Bank was approved, with Busey Bank also continuing as the surviving entity. The Closing of the merger is planned for March 1, 2025, pending customary closing conditions, including approval from the Illinois Department of Financial and Professional Regulation. This transaction has also been approved by the Kansas Office of the State Bank Commissioner. On January 17, 2025, a joint press release was issued by Busey and CrossFirst to announce these developments, confirming the details of the merger agreement established on August 26, 2024.

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Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000110465924131093

Filing Summary: On December 20, 2024, First Busey Corporation held a special meeting of stockholders virtually, concerning the proposed merger with CrossFirst Bankshares, Inc. Stockholders representing 81.74% of common stock voted on three proposals, all of which were approved regarding the merger. These included: approval of the merger agreement dated August 26, 2024, which involves issuing Busey common stock to CrossFirst stockholders; an amendment to increase Busey's authorized common stock from 100,000,000 to 200,000,000; and the approval of merger-related compensation for executive officers. A fourth proposal regarding adjournment was withdrawn due to sufficient votes in favor of the merger proposal. Additionally, on December 23, 2024, Busey and CrossFirst issued a joint press release to announce the results of the Special Meeting and CrossFirst’s stockholders’ meeting held on the same date.

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Form Type: 8-K

Filing Date: 2024-12-13

Corporate Action: Merger

Type: Update

Accession Number: 000110465924128454

Filing Summary: First Busey Corporation has filed an 8-K related to the merger with CrossFirst Bankshares, Inc. The merger agreement was established on August 26, 2024, where CrossFirst will merge into Busey. This filing also addresses ongoing litigation against CrossFirst and its board members, including allegations regarding a misleading registration statement. A joint proxy statement/prospectus was sent to stockholders following the SEC's approval of the registration statement, which was declared effective on November 13, 2024. There are multiple lawsuits and demands pertaining to the merger that Busey and CrossFirst deem without merit but are addressing to minimize risks associated with litigation. The merger is anticipated to be accretive to Busey’s estimated EPS but could dilute the tangible book value per share. They are also providing supplemental disclosures to help clarify details of the merger process and address stockholder concerns.

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