BUSE First Busey Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): December 20, 2024

 

 

First Busey Corporation

(Exact name of registrant as specified in its charter)

 

 

Nevada	0-15950	37-1078406
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

100 W. University Ave.

Champaign, Illinois 61820

(Address of principal executive offices) (Zip Code)

 

(217) 365-4544

(Registrant's telephone number, including area code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report.)

 

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock, par value $0.001 per share		BUSE		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

On December 20, 2024, First Busey Corporation (“Busey”) held a special meeting of stockholders (the “Special Meeting”) virtually via the internet, pursuant to notice duly given, in connection with the proposed merger of Busey and CrossFirst Bankshares, Inc. (“CrossFirst”). Busey’s stockholder representation at the Special Meeting was summarized as follows:

 

Shares of common stock entitled to notice of, and to vote at, the Special Meeting			56,878,232
Shares represented at the Special Meeting by Busey stockholders who were present or by Busey stockholders who were represented by proxy			46,493,572
Percentage of shares represented			81.74	%

 

At the Special Meeting, Busey’s stockholders voted on, and approved, three proposals related to the proposed transaction. A fourth proposal was withdrawn. Each of the proposals is described more fully in the joint proxy statement/prospectus of Busey and CrossFirst, dated November 13, 2024 (the “Joint Proxy Statement/Prospectus”), as supplemented by the Current Report on Form 8-K filed by Busey with the U.S. Securities and Exchange Commission on December 13, 2024.

 

The vote results on the matters presented at the Special Meeting were as follows:

 

1.

Proposal 1 – Busey merger proposal. A proposal to approve the Agreement and Plan of Merger, dated as of August 26, 2024, by and between Busey and CrossFirst (the “merger agreement”) and the issuance of Busey common stock to holders of CrossFirst common stock pursuant to the merger agreement (including for purposes of complying with Nasdaq Listing Rule 5635(a)):

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	39,500,271				366,151				357,578				6,269,572

 

2.

Proposal 2 – Busey articles amendment proposal. A proposal to approve an amendment to Busey’s amended and restated articles of incorporation to increase the authorized number of shares of Busey common stock from 100,000,000 to 200,000,000:

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	44,943,048				1,186,596				363,928				—

 

3.

Proposal 3 – Busey compensation proposal. A proposal to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to the named executive officers of Busey in connection with the transactions contemplated by the merger agreement:

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	37,826,705				1,893,587				503,708				6,269,572

 

4.

Proposal 4 – Busey adjournment proposal. A proposal to adjourn the Busey special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Busey merger proposal, or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of Busey common stock, was withdrawn, as sufficient votes were cast at the Special Meeting to approve the Busey merger proposal.

 

 

Item 8.01.

Other Events.

 

On December 23, 2024, Busey and CrossFirst issued a joint press release announcing the results of the Special Meeting and the results of the special meeting of CrossFirst’s stockholders also held on December 20, 2024. A copy of the joint press release is attached as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit Number		Description
99.1		Joint Press Release, dated December 23, 2024
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)

 

 

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.

 

Dated: December 23, 2024	FIRST BUSEY CORPORATION
	By:	/s/ Jeffrey D. Jones
		Jeffrey D. Jones
		Chief Financial Officer

 

 

Exhibit 99.1

 

 

 

FOR IMMEDIATE RELEASE

December 23, 2024

 

First Busey Corporation and CrossFirst Bankshares, Inc.

Announce Shareholder Approvals of Merger

 

CHAMPAIGN, IL and LEAWOOD, KS—First Busey Corporation (“First Busey”) (Nasdaq: BUSE), the holding company of Busey Bank, and CrossFirst Bankshares, Inc. (“CrossFirst”) (Nasdaq: CFB), the holding company of CrossFirst Bank, today jointly announced that First Busey shareholders and CrossFirst shareholders have each voted to adopt and approve, as applicable, all proposals relating to the previously announced merger in which First Busey will acquire CrossFirst. The special shareholder meetings were held on Friday, December 20, 2024.

 

“Our shareholders’ overwhelming approval of this business combination is an important milestone in the process of closing this transaction,” said First Busey Chairman and CEO Van Dukeman. “This approval reflects our shareholders’ confidence in this compelling merger that will create significant upside for our associates, customers, communities and shareholders. The next step is receiving the required regulatory approvals, followed by the closing of the merger of the holding companies and successful integration of these two premier franchises. In our next chapter, First Busey will remain focused on providing enhanced financial services and expertise while maintaining the community bank values that our customers and communities expect and deserve.”

 

With completion of shareholder approvals, the companies believe the merger is on track to close in the first or second quarter of 2025. The transaction remains subject to the completion of the remaining customary closing conditions, including the receipt of required regulatory approvals.

 

“These meetings demonstrate the high level of certainty shareholders have in the value of our combined company,” said Mike Maddox, CrossFirst CEO, President and Director. “It also underscores their support of our strategic rationale and the financial benefits of the merger. We are excited about what the future holds and look forward to the joining of two customer-centric financial institutions to continue delivering outstanding service and tailored financial solutions.”

 

The merger will create a premier full-service commercial bank serving clients from 77 full-service locations across 10 states with combined total assets of approximately $20 billion, $17 billion in total deposits, $15 billion in total loans and $14 billion in wealth assets under care. With a diversified client, loan and deposit base, this scale will provide opportunities to augment business models through new customer and product channels.

 

Through compatible banking philosophies and cultures, complementary business models, combined capital strength and increased economies of scale, the combination is also expected to significantly enhance key performance metrics with meaningful improvements in net interest margin and efficiency, driving increased profitability and returns to shareholders.

 

About First Busey Corporation

 

As of September 30, 2024, First Busey Corporation (Nasdaq: BUSE) was an $11.99 billion financial holding company headquartered in Champaign, Illinois.

 

 

Busey Bank, a wholly-owned bank subsidiary of First Busey Corporation, had total assets of $11.95 billion as of September 30, 2024, and is headquartered in Champaign, Illinois. Busey Bank currently has 62 banking centers, with 21 in Central Illinois markets, 17 in suburban Chicago markets, 20 in the St. Louis Metropolitan Statistical Area, three in Southwest Florida, and one in Indianapolis. More information about Busey Bank can be found at busey.com.

 

Through Busey’s Wealth Management division, the Company provides a full range of asset management, investment, brokerage, fiduciary, philanthropic advisory, tax preparation, and farm management services to individuals, businesses, and foundations. Assets under care totaled $13.69 billion as of September 30, 2024. More information about Busey’s Wealth Management services can be found at busey.com/wealthmanagement.

 

Busey Bank’s wholly-owned subsidiary, FirsTech, specializes in the evolving financial technology needs of small and medium-sized businesses, highly regulated enterprise industries, and financial institutions. FirsTech provides comprehensive and innovative payment technology solutions, including online, mobile, and voice-recognition bill payments; money and data movement; merchant services; direct debit services; lockbox remittance processing for payments made by mail; and walk-in payments at retail agents. Additionally, FirsTech simplifies client workflows through integrations enabling support with billing, reconciliation, bill reminders, and treasury services. More information about FirsTech can be found at firstechpayments.com.

 

For the first time, Busey was named among the World’s Best Banks for 2024 by Forbes, earning a spot on the list among 68 U.S. banks and 403 banks worldwide. Additionally, Busey Bank was honored to be named among America’s Best Banks by Forbes magazine for the third consecutive year. Ranked 40th overall in 2024, Busey was the second-ranked bank headquartered in Illinois of the six that made this year’s list and the highest-ranked bank of those with more than $10 billion in assets. Busey is humbled to be named among the 2024 Best Banks to Work For by American Banker, the 2024 Best Places to Work in Money Management by Pensions and Investments, the 2024 Best Places to Work in Illinois by Daily Herald Business Ledger, the 2024 Best Places to Work in Indiana by the Indiana Chamber of Commerce, and the 2024 Best Companies to Work For in Florida by Florida Trend magazine. We are honored to be consistently recognized globally, nationally and locally for our engaged culture of integrity and commitment to community development.

 

For more information about us, visit busey.com.

 

About CrossFirst Bankshares, Inc.

 

CrossFirst Bankshares, Inc. (Nasdaq: CFB) is a Kansas corporation and a registered bank holding company for its wholly owned subsidiary, CrossFirst Bank. CrossFirst Bank is a full-service financial institution that offers products and services to businesses, professionals, individuals, and families. CrossFirst Bank, headquartered in Leawood, Kansas, has locations in Kansas, Missouri, Oklahoma, Texas, Arizona, Colorado, and New Mexico.

 

CrossFirst Bank was organized by a group of financial executives and prominent business leaders with a shared vision to couple highly experienced people with technology to offer unprecedented levels of personal service to clients. CrossFirst Bank strives to be the most trusted bank serving its markets, which we believe has driven value for our stockholders. We are committed to a culture of serving our clients and communities in extraordinary ways by providing personalized, relationship-based banking. We believe that success is achieved through establishing and growing the trust of our clients, employees, stakeholders, and communities. For more information, visit investors.crossfirstbankshares.com.

 

First Busey Corporation Contacts

 

For Financials:	For Media:
Jeffrey D. Jones, EVP & CFO	Amy L. Randolph, EVP & COO
First Busey Corporation	First Busey Corporation
(217) 365-4130	(217) 365-4049
jeff.jones@busey.com	amy.randolph@busey.com

 

Forward-Looking Statements

 

This press release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to Busey's and CrossFirst's beliefs, goals, intentions, and expectations regarding the proposed transaction the expected timing of completion of the proposed transaction; the anticipated benefits from the proposed transaction; and other statements that are not historical facts.

 

 

Forward-looking statements are typically identified by such words as “believe,” “expect,” “anticipate,” “plan,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “should,” “may,” “will,” “position,” and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. These forward-looking statements include, without limitation, those relating to the terms, timing and closing of the proposed transaction.

 

Additionally, forward-looking statements speak only as of the date they are made; Busey and CrossFirst do not assume any duty, and do not undertake, to update such forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Furthermore, because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond the control of Busey and CrossFirst. Such statements are based upon the current beliefs and expectations of the management of Busey and CrossFirst and are subject to significant risks and uncertainties outside of Busey’s and CrossFirst’s control. Caution should be exercised against placing undue reliance on forward-looking statements. The factors that could cause actual results to differ materially include the following: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement; the outcome of any legal proceedings that may be instituted against Busey or CrossFirst; the possibility that the proposed transaction will not close when expected or at all because required regulatory approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated (and the risk that required regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the ability of Busey and CrossFirst to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of either or both parties to the proposed transaction; the possibility that the anticipated benefits of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Busey and CrossFirst do business; certain restrictions during the pendency of the proposed transaction that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all and to successfully integrate CrossFirst’s operations and those of Busey; such integration may be more difficult, time consuming or costly than expected; revenues following the proposed transaction may be lower than expected; Busey’s and CrossFirst’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing; the dilution caused by Busey’s issuance of additional shares of its capital stock in connection with the proposed transaction; effects of the announcement, pendency or completion of the proposed transaction on the ability of Busey and CrossFirst to retain customers and retain and hire key personnel and maintain relationships with their suppliers, and on their operating results and businesses generally; changes in interest rates and prepayment rates of Busey’s assets, fluctuations in the value of securities held in Busey’s or CrossFirst’s portfolio; concentrations within Busey’s or CrossFirst’s loan portfolio (including commercial real estate loans), large loans to certain borrowers, and large deposits from certain clients; the concentration of large deposits from certain clients who have balances above current FDIC insurance limits and may withdraw deposits to diversify their exposure; the level of non-performing assets on Busey’s or CrossFirst’s balance sheets; the strength of the local, state, national, and international economy; risks related to the potential impact of general economic, political and market factors or of exceptional weather occurrences such as tornadoes, hurricanes, floods, blizzards, droughts on the companies or the proposed transaction; the economic impact of any future terrorist threats or attacks, widespread disease or pandemics or other adverse external events that could cause economic deterioration or instability in credit markets; changes in state and federal laws, regulations, and governmental policies concerning Busey’s or CrossFirst’s general business; changes in accounting policies and practices; increased competition in the financial services sector (including from non-bank competitors such as credit unions and fintech companies) and the inability to attract new customers; breaches or failures of information security controls or cybersecurity-related incidents; changes in technology and the ability to develop and maintain secure and reliable electronic systems; the loss of key executives or associates; changes in consumer spending; unexpected outcomes of existing or new litigation, investigations, or inquiries involving Busey or CrossFirst (including with respect to Busey’s Illinois franchise taxes); other factors that may affect future results of Busey and CrossFirst and the other factors discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of each of Busey’s and CrossFirst’s respective Annual Reports on Form 10-K for the year ended December 31, 2023 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, and other reports CrossFirst and Busey file with the SEC.

 

###

 

 

v3.24.4

Cover	Dec. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 20, 2024
Entity File Number	0-15950
Entity Registrant Name	First Busey Corporation
Entity Central Index Key	0000314489
Entity Tax Identification Number	37-1078406
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	100 W. University Ave.
Entity Address, City or Town	Champaign
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	61820
City Area Code	217
Local Phone Number	365-4544
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	BUSE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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