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) April 1, 2022

QCR Holdings, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-22208

Delaware	42-1397595
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)

3551 Seventh Street
Moline, Illinois 61265

(Address of principal executive offices, including zip code)

(309) 736-3584

(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 (see General Instruction A.2 below): 

¨  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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 Par Value	QCRH	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (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 7.01 Regulation FD Disclosure.

QCR Holdings, Inc., a Delaware corporation (“QCR Holdings”), issued a press release on April 1, 2022, in connection with the events discussed in Item 80.1, below. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

The information furnished pursuant to this Item 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 of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On April 1, 2022, pursuant to the terms of the Agreement and Plan of Merger dated as of November 9, 2021 (the “Merger Agreement”), by and between Guaranty Federal Bancshares, Inc., a Delaware corporation (“Guaranty”), and QCR Holdings, Guaranty was merged with and into QCR Holdings (the “Merger”), with QCR Holdings surviving the Merger.

At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.10 per share, of Guaranty common stock (“Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock held by the Company or QCR Holdings and any shares of Common Stock subject to validly exercised appraisal claims), was automatically cancelled and converted into the right to receive, at the election of each stockholder, and subject to proration: (i) $30.50 in cash, (ii) 0.58775 shares of QCR Holdings common stock, or (iii) mixed consideration of $6.10 in cash and 0.4702 shares of QCR Holdings common stock. Upon consummation of the Merger, Guaranty’s separate existence ceased.

The foregoing summary is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 9, 2021 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)        Exhibits

Exhibit No.	Description
99.1	Press release of QCR Holdings, Inc. dated April 1, 2022.
104	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 hereunto duly authorized.

Dated:  April 1, 2022		QCR HOLDINGS, INC
	By:	/s/ Todd A. Gipple
		Todd A. Gipple President, Chief Operating Officer and Chief Financial Officer

EX-99.1

Exhibit 99.1

   

PRESS RELEASE FOR IMMEDIATE RELEASE

QCR Holdings, Inc. Announces Completion of Acquisition of Guaranty Federal Bancshares, Inc.

Moline, IL, April 1, 2022 -- QCR Holdings, Inc. (NASDAQ: QCRH) (“QCR Holdings”) today announced the successful completion of the acquisition of Guaranty Federal Bancshares, Inc. (“Guaranty”). Guaranty’s banking subsidiary, Guaranty Bank, will be merged into QCR Holdings’ Springfield-based charter, Springfield First Community (SFC) Bank, with the bank merger to be effective April 2, 2022. The new combined bank will retain the Guaranty Bank name and operate under the leadership of CEO Monte McNew and President Shaun Burke.

“We are very pleased to welcome Guaranty Bank to the QCR Holdings team as we expand our presence in the vibrant southwest Missouri markets where strong relationships with our clients matter,” said Larry Helling, QCR Holdings Chief Executive Officer. “This combination brings together two organizations that share core values and business strategies, and we look forward to further building upon our market share in the region.”

“We are excited to begin a new chapter in southwest Missouri and look forward to serving our clients and our communities as one bank and one team,” said McNew. “There’s tremendous opportunity for us to grow our business with both new and existing clients in these markets while providing the exceptional service they have come to expect.”

Following the bank merger, the Guaranty Bank franchise will have 17 banking locations in Springfield, Joplin, Carthage, Ozark, Marshfield, Nixa and Neosho, Missouri.

Terms of the Transaction

Under the terms of the merger agreement, former stockholders of Guaranty will have the right to receive for each share of Guaranty common stock owned, at the election of each stockholder, and subject to proration, (i) $30.50 in cash, (ii) 0.58775 shares of QCR Holdings common stock, or (iii) mixed consideration of $6.10 in cash and 0.4702 shares of QCR Holdings common stock, with total consideration to consist of approximately 80% stock and 20% cash. Based upon the $56.59 closing price of QCR Holdings common stock as of March 31, 2022, the transaction is valued at approximately $144.1 million.

Advisors

Piper Sandler & Co. served as financial advisor and provided a fairness opinion to QCR Holdings and Barack Ferrazzano Kirschbaum & Nagelberg LLP served as legal counsel.

Keefe, Bruyette & Woods, Inc. served as financial advisor and provided a fairness opinion to Guaranty and Sidley Austin LLP served as legal counsel.

About QCR Holdings, Inc.

QCR Holdings, Inc., headquartered in Moline, Illinois, is a relationship-driven, multi-bank holding company serving the Quad Cities, Cedar Rapids, Cedar Valley, Des Moines/Ankeny and Springfield communities through its wholly-owned subsidiary banks. The banks provide full-service commercial and consumer banking and trust and wealth management services. Quad City Bank & Trust Company, based in Bettendorf, Iowa, commenced operations in 1994, Cedar Rapids Bank & Trust Company, based in Cedar Rapids, Iowa, commenced operations in 2001, Community State Bank, based in Ankeny, Iowa, was acquired by the Company in 2016, and Springfield First Community Bank, based in Springfield, Missouri, was acquired by the Company in 2018. Additionally, the Company serves the Waterloo/Cedar Falls, Iowa community through Community Bank & Trust, a division of Cedar Rapids Bank & Trust Company. Quad City Bank & Trust Company offers equipment loans and leases to businesses through its wholly-owned subsidiary, m2 Equipment Finance, LLC, based in Milwaukee, Wisconsin, and also provides correspondent banking services. Including the recent Guaranty Bank acquisition, the Company has 40 locations in Iowa, Missouri, Wisconsin and Illinois. As of December 31, 2021, the combined Company had approximately $7.3 billion in assets, $5.4 billion in loans and $5.9 billion in deposits. For additional information, please visit the Company’s website at www.qcrh.com.

Special Note Concerning Forward-Looking Statements

This document may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of QCR Holdings. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of QCR Holdings’ management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions.  Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and QCR Holdings undertakes no obligation to update any statement in light of new information or future events. A number of factors, many of which are beyond the ability of QCR Holdings to control or predict, could cause actual results to differ materially from those in any forward-looking statements. These factors include, among others, the following: (i) the strength of the local, state, national and international economies; (ii) the economic impact of any future terrorist threats and attacks, widespread disease or pandemics (including the COVID-19 pandemic in the United States), acts of war or threats thereof and other adverse events that could cause economic deterioration or instability in credit markets, and the response of the local, state and national governments to any such adverse events; (iii) changes in accounting policies and practices, as may be adopted by state and federal regulatory agencies, the FASB, the SEC or the PCAOB, including FASB’s CECL impairment standards; (iv) changes in state and federal laws, regulations and governmental policies concerning QCR Holdings’ general business; (v) changes in the interest rates and prepayment rates of QCR Holdings’ assets (including the impact of LIBOR phase-our); (vi) increased competition in the financial services sector and the inability to attract new customers; (vii) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (viii) unexpected results of acquisitions which may include failure to realize the anticipated benefits of the acquisitions and the possibility that transaction costs may be greater than anticipated; (ix) the loss of key executives and employees; (x) changes in consumer spending; (xi) the costs, effects and outcomes of existing or future litigation; and (xii) unexpected outcomes of existing or new litigation involving QCR Holdings. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning QCR Holdings and its business, including additional factors that could materially affect QCR Holdings' financial results, are included in QCR Holdings' filings with the Securities and Exchange Commission.

Contacts:

Todd Gipple President Chief Operating Officer Chief Financial Officer (309) 743.7745 tgipple@qcrh.com Kim Garrett Vice President Corporate Communications Investor Relations Manager (319) 743.7006 kgarret@qcrh.com Monte McNew CEO, Guaranty Bank (417) 851.5781 mmcnew@gbankmo.com     Shaun Burke
President, Guaranty Bank
(417) 520.0232 sburke@gbankmo.com  

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XML

Cover	Apr. 01, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 01, 2022
Entity File Number	000-22208
Entity Registrant Name	QCR Holdings, Inc.
Entity Central Index Key	0000906465
Entity Tax Identification Number	42-1397595
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3551 Seventh Street
Entity Address, City or Town	Moline
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	61265
City Area Code	309
Local Phone Number	736-3584
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1.00 Par Value
Trading Symbol	QCRH
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false