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0001624322
0001624322
2021-03-26
2021-03-26
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): March 26, 2021
BUSINESS FIRST BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
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Louisiana
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001-38447
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20-5340628
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(State of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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500 Laurel Street, Suite 101
Baton Rouge, Louisiana
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70801
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including area code: (225) 248-7600
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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 Exchange Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $1.00 per share
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BFST
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NASDAQ Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
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Item 1.01
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Entry into a Material Definitive Agreement
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The information contained in Item 2.03 of this Current Report on Form 8-K with respect to the Purchase Agreement is incorporated by reference into this Item 1.01.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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On March 26, 2021, Business First Bancshares, Inc. (the “Company”) entered into a Subordinated Note Purchase Agreement ( the “Purchase Agreement”) with certain qualified institutional buyers and accredited investors pursuant to which the Company sold and issued $52.5 million in aggregate principal amount of 4.250% fixed-to-floating rate subordinated notes due 2031 (the “Notes”) in a private placement transaction. The Notes were offered and sold in reliance on the exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D thereunder.
The Notes will initially bear interest at 4.250% per annum, beginning March 26, 2021 through but excluding March 31, 2026, payable quarterly in arrears. From and including March 31, 2026 through but excluding March 31, 2031, or earlier redemption date, the interest rate shall reset quarterly to an interest rate per annum equal to the then-current three-month SOFR plus 354.0 basis points, payable quarterly in arrears. The Notes may be redeemed, at the Company’s option, on any scheduled interest payment date beginning on March 31, 2026 through maturity, and are redeemable upon the occurrence of certain events prior to March 31, 2026. The Notes will mature on March 31, 2031.
The Purchase Agreement contains customary representations and warranties, events of default, and affirmative and negative covenants.
Upon the occurrence of certain events of default, such as the bankruptcy of the Company, the holder of a Note may declare the principal amount of the Note to be due and immediately payable. The Notes will be unsecured, subordinated obligations of the Company and will rank junior in right of payment to the Company’s existing and future senior indebtedness. The Notes are not convertible into common stock or preferred stock, and are not callable by the holders. The Notes have been structured to qualify as Tier 2 capital under bank regulatory guidelines.
The proceeds from the sale of the Notes will be utilized to provide additional capital support to b1BANK, to support growth, to better position the Company to take advantage of strategic opportunities that may arise from time to time, repayment of existing Company borrowings, and for other general corporate purposes.
The foregoing descriptions of the Purchase Agreement and the Notes do not purport to be complete and are qualified in their entirety by reference to the forms of the Purchase Agreement and the Note which are attached hereto as Exhibits 10.1 and 4.1, respectively, and are incorporated herein by reference.
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Item 7.01
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Regulation FD Disclosure.
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In connection with the offering of the Notes, the Company made presentations to potential investors, a copy of which is furnished herewith as Exhibit 99.1.
On March 26, 2021, the Company issued a press release regarding the offering of Notes, a copy of which is furnished herewith as Exhibit 99.2.
The information contained in this Item 7.01 and Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description of Exhibit
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4.1
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10.1
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99.1
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99.2
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Cover Page Interactive Data File (embedded within 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, thereunto duly authorized.
Dated: March 26, 2021
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BUSINESS FIRST BANCSHARES, INC. |
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By: |
/s/ David R. Melville, III |
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David R. Melville, III |
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President and Chief Executive Officer |
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