8-K

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) 

August 12, 2011

ENTERPRISE FINANCIAL SERVICES CORP

(Exact name of registrant as specified in its charter)

Delaware	001-15373	43-1706259
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

150 N. Meramec, St. Louis, Missouri (Address of principal executive offices) 63105 (Zip Code)

Registrant's telephone number, including area code 

(314) 725-5500

Not applicable 

(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:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.    Entry into a Material Definitive Agreement

On August 12, 2011, Enterprise Bank & Trust (“Enterprise Bank”), a wholly owned subsidiary of Enterprise Financial Services Corp (the “Company”) acquired certain assets and assumed substantially all of the deposit and other certain liabilities of First National Bank Olathe (“FNB Olathe”) from the Federal Deposit Insurance Corporation (“FDIC”), as receiver for FNB Olathe, pursuant to the terms of a Purchase and Assumption Agreement - Whole Bank; All Deposits, dated August 12, 2011, by and between Enterprise Bank and FDIC as receiver (the “Agreement”). All financial and other numeric measures of FNB Olathe described below are based upon FNB Olathe's internally prepared interim financial statements as of August 12, 2011, which is subject to change.

Enterprise acquired assets of approximately $526.0 million and assumed total deposits of approximately $508.5 million including approximately $51.4 million of CDARS and Qwickrate time deposits. Approximately $457.1 million of the deposits were acquired at a premium of 1.5% and the assets were acquired at a discount of 11.8% to their historic book value. In addition, Enterprise Bank also acquired approximately $22.4 million of trust assets. FNB Olathe operated six branches in Olathe, Kansas and a Loan Production Office in Scottsdale, Arizona. The terms of the Agreement provide for the FDIC to indemnify Enterprise Bank against claims with respect to liabilities and assets of the former FNB Olathe or any of its affiliates that are not assumed or otherwise purchased by Enterprise Bank and with respect to certain other claims by third parties.

Pursuant to the terms of the Agreement, Enterprise Bank entered into loss sharing agreements with the FDIC that cover approximately $405.2 million in loans and other real estate owned, including single family residential mortgage and construction loans, as well as commercial loans (“Covered Assets”). Pursuant to the terms of the loss sharing agreements, the FDIC will reimburse Enterprise Bank for 80% of losses up to $112.6 million, 0% of losses between $112.6 million and $148.9 million and 80% of losses in excess of $148.9 million with respect to Covered Assets. Enterprise Bank will reimburse the FDIC for 80% of recoveries with respect to losses for which the FDIC has reimbursed Enterprise Bank under the loss sharing agreements. The loss sharing agreement applicable to single-family residential mortgage loans has a term of ten (10) years, while the loss sharing agreement applicable to all other Covered Assets provides for the sharing of losses for five (5) years, while requiring Enterprise Bank to reimburse the FDIC for any recoveries of such shared losses for a period of eight (8) years.

As part of the acquisition, Enterprise Bank acquired interests in three subsidiaries of FNB Olathe from the FDIC: Corporate Holdings II, LLC, a real estate company holding other real estate owned; First National Bank of Olathe Community Development, Inc., a community development company; and Midwest Information Technology, a data processing company, in which FNB Olathe had a 49% interest. Assets of Corporate Holdings II, LLC, are within the provisions of the loss sharing agreements. The terms of the Agreement provide for the FDIC to indemnify Enterprise Bank against claims with respect to liabilities and assets of FNB Olathe or any of its affiliates not assumed or otherwise purchased by Enterprise Bank and with respect to certain other claims by third parties.

In conjunction with the acquisition, Enterprise Bank provided the FDIC with a Value Appreciation Instrument (“VAI”) whereby 1.0 million units were awarded to the FDIC at an exercise price of $13.59 per unit. The units are exercisable at any time from August 19, 2011 until August 10, 2012. If the FDIC exercises the units, Enterprise will be required to pay the FDIC an amount in cash per unit equal to the volume weighted average price of the Company's common stock over the two trading days immediately

prior to the exercise date minus the exercise price.

A copy of the press release announcing the transaction is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 1.01.

Item 2.01.Completion of Acquisition or Disposition of Assets

The information set forth in Item 1.01 “Entry into a Material Definitive Agreement” is incorporated by reference into this Item 2.01.

Item 9.01.    Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

To the extent that consolidated financial statements are required by this Item, they will be filed in an amendment to this report no later than October 28, 2011.

(b) Pro Forma Financial Information

To the extent that pro forma financial information is required by this Item, it will be filed in an amendment to this report no later than October 28, 2011.

(d)    Exhibits

99.1    Text of Press Release, dated August 12, 2011.

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.

		ENTERPRISE FINANCIAL SERVICES CORP
Date:	August 18, 2011	By:	/s/ Deborah N. Barstow
			Deborah N. Barstow
			Senior Vice President and Controller

EX-99.1

EXHIBIT 99.1

For more information contact:

Jerry Mueller, Senior Vice President (314) 512-7251

Ann Marie Mayuga, AMM Communications (314) 485-4390

ENTERPRISE BANK & TRUST ASSUMES ALL DEPOSITS AND ACQUIRES CERTAIN ASSETS OF THE FIRST NATIONAL BANK OF OLATHE

St. Louis, August 12, 2011. Enterprise Bank & Trust, a subsidiary of Enterprise Financial Services Corp (NASDAQ: EFSC), announced that it has entered into a purchase and assumption agreement with the Federal Deposit Insurance Corporation (FDIC) to assume all of the deposits and acquire certain assets, including trust accounts, of The First National Bank of Olathe (FNB) in Johnson County KS. As part of the transaction, Enterprise and the FDIC have entered into a loss sharing agreement whereby the FDIC will reimburse Enterprise for certain losses incurred on the assets acquired.

At June 30, 2011, FNB reported assets of approximately $538 million, loans of approximately $296 million, other real estate owned of approximately $100 million and deposits of approximately $524 million.

FNB's branches will open on Saturday, August 13, 2011 as branches of Enterprise Bank & Trust. FNB's depositors will automatically become depositors of Enterprise Bank & Trust and their deposits will continue to be insured by the FDIC to the maximum permitted by law. FNB's trust clients will also become clients of Enterprise Bank & Trust.

Depositors of FNB can access their money by writing checks or using ATM or debit cards. Checks drawn on FNB will continue to be processed and loan customers should continue to make their payments as usual. Customers can continue to bank as they normally do.

“We are delighted to welcome The First National Bank's clients to Enterprise Bank & Trust,” said Peter Benoist, President and CEO for Enterprise. “They can be assured that their deposits are safe and readily accessible. We're proud to become part of the heritage of First National and look forward to building on its tradition of service to the Olathe community.”

“This acquisition dramatically strengthens our presence in Kansas City,” noted Benoist. “It's our third acquisition in this market over the past four years, increasing our Kansas City deposits to more than $1 billion. These acquisitions demonstrate our commitment to the market and our enthusiasm for the growth potential it represents for Enterprise.”

The FNB transaction is expected to be immediately accretive to net income, diluted earnings per share and book value per common share. It was the Company's fourth FDIC-assisted transaction since December 2009.

Enterprise operates seven branches in the Kansas City area in addition to the six FNB branches that it has

acquired. Linda Hanson is Regional President and Sam Pepper is Chief Operating Officer for the Kansas City region.

Enterprise Financial Services Corp operates commercial banking and wealth management businesses in metropolitan St. Louis, Kansas City and Phoenix. The Company is primarily focused on serving the needs of privately held businesses, their owner families, executives and professionals.

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Readers should note that in addition to the historical information contained herein, this press release contains forward-looking statements, which are inherently subject to risks and uncertainties that could cause actual results to differ materially from those contemplated from such statements. We use the words “expect” and “intend” and variations of such words and similar expressions in this communication to identify such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, burdens imposed by federal and state regulations of banks, credit risk, exposure to local and national economic conditions, risks associated with rapid increase or decrease in prevailing interest rates, effects of mergers and acquisitions, effects of critical accounting policies and judgments, legal and regulatory developments and competition from banks and other financial institutions, as well as other risk factors described in the Company's 2010 Annual Report on Form 10-K. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update them in light of new information or future events unless required under the federal securities laws.