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): July 1, 2018  

QCR Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware	000-22208	42-1397595
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

3551 Seventh Street, Moline, Illinois 61265

(Address of Principal Executive Offices) (Zip Code)

(309) 743-7745
(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))

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the consummation of the previously announced merger (the “Merger”) between QCR Holdings, Inc., a Delaware corporation (“QCR Holdings”), and Springfield Bancshares, Inc., a Missouri corporation (“Springfield”), and pursuant to the terms of the Agreement and Plan of Merger, dated April 17, 2018, by and between QCR Holdings and Springfield (the “Merger Agreement”), upon the recommendation of the Nomination and Governance Committee, QCR Holdings’ board of directors (the “Board”) increased the number of directors constituting the Board from 12 to 13 and appointed Timothy O’Reilly as a Class III director to fill the resultant vacancy, with such appointment effective July 1, 2018.  As with other Class III directors, Mr. O’Reilly’s initial term will expire at the 2020 annual meeting of shareholders. 

Prior to consummation of the Merger, Mr. O’Reilly served as a director of Springfield and Springfield’s wholly owned bank subsidiary, Springfield First Community Bank. No committee assignments have yet been made for Mr. O’Reilly.  On July 2, 2018, QCR Holdings issued a press release announcing the appointment, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Mr. O’Reilly will be entitled to receive compensation consistent with the previously disclosed arrangements for non-employee directors as described in QCR Holdings’ proxy statement for its 2018 annual meeting of shareholders filed on April 13, 2018. Mr. O’Reilly is not a party to any transaction, or series of transactions, with QCR Holdings required to be disclosed pursuant to Item 404(a) of Regulation S-K.  In connection with the Merger Agreement, QCR Holdings agreed to appoint Mr. O’Reilly to the Board, subject to any necessary approval by the appropriate regulatory authorities and the satisfactory completion of QCR Holdings’ director nominee due diligence in accordance with the QCR Holdings’ past practice.  Other than that, there is no arrangement or understanding between Mr. O’Reilly and any other person pursuant to which Mr. O’Reilly was selected as a director.

Item 7.01. Regulation FD Disclosure.

On July 2, 2018, QCR Holdings issued a press release regarding the consummation of the Merger, a copy of which is attached hereto as Exhibit 99.2 and incorporated by reference herein.

The information furnished pursuant to this Item and the related exhibit 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.

The Merger was consummated on July 1, 2018, pursuant to the Merger Agreement. The terms of the Merger are contained in the Merger Agreement, filed with the Securities and Exchange Commission as Exhibit 2.1 to QCR Holdings’ Current Report on Form 8-K dated April 18, 2018, which is incorporated by reference herein.  QCR Holdings will operate Springfield First Community Bank as a separate charter and it will not merge with one of QCR Holdings’ existing bank subsidiaries.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press release announcing appointment of Timothy O’Reilly, dated July 2, 2018
99.2	Press release announcing consummation of the merger with Springfield Bancshares, Inc., dated July 2, 2018.

SIGNATURE

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.

	QCR Holdings, Inc.
Date: July 2, 2018	By:	/s/ Todd A. Gipple
		Todd A. Gipple
		Executive Vice President, Chief Operating Officer and Chief Financial Officer

EX-99.1 2 exh_991.htm PRESS RELEASE

EXHIBIT 99.1

QCR Holdings, Inc. Welcomes New Director Timothy O’Reilly

MOLINE, Ill., July 02, 2018 (GLOBE NEWSWIRE) -- QCR Holdings, Inc. (NASDAQ:QCRH) (the ”Company”) today announced the appointment of Timothy O’Reilly, as a new independent director to the Company, effective July 1 as a result of a transaction in which Springfield First Community Bank (“SFC Bank”) became a subsidiary of the Company.  

“As a recognized national business leader, we are excited to have Tim join our board,” states Douglas M. Hultquist, President and CEO of QCR Holdings, Inc. “In addition, we welcome the continuity and new perspective Tim brings to the combined organization.” 

Mr. O’Reilly, a graduate of Westminster College and University of Missouri-Kansas City School of Law, has practiced law in Springfield, Missouri since 1995, and has served as a Partner in the law firm of O’Reilly & Preston, LLC since 1999.  He is also the Chief Executive Officer and Managing Partner of O’Reilly Hospitality Management, LLC, which he helped launch in 2007.  A Missourian Award recipient in 2017, Mr. O’Reilly has helped lead O’Reilly Hospitality to numerous industry awards in the areas of guest service, sustainability, community outreach, design & construction, and operations excellence under the Marriott, Hilton, IHG, Choice and Houlihans Restaurants franchise flags, while driving the company to annual revenues of over $80 million.  The company also received the Springfield Business Journal Economic Impact Award in 2011 & 2018.  Mr. O’Reilly will continue as a director of SFC Bank in Springfield, Missouri. 

About Us

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, Springfield and Rockford communities through its wholly owned subsidiary banks which 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 Rockford Bank & Trust Company, based in Rockford, Illinois, commenced operations in 2005.   Quad City Bank & Trust Company also provides correspondent banking services.  In addition, Quad City Bank & Trust Company engages in commercial leasing through its wholly owned subsidiary, m2 Lease Funds, LLC, based in Milwaukee, Wisconsin.  Additionally, the Company serves the Waterloo/Cedar Falls, Iowa community through Community Bank & Trust, a division of Cedar Rapids Bank & Trust Company. The Company enhanced its presence in Cedar Rapids, Iowa with the acquisition of Guaranty Bank & Trust Company in October 2017, which merged with Cedar Rapids Bank & Trust in December 2017.  In April 2018 QCR Holdings announced a definitive agreement to merge with Springfield Bancshares, the holding company of SFC Bank of Springfield, Missouri. Established in 2008, SFC Bank has grown to over $560 million in assets, $445 million of deposits and ranks in the top ten of deposit market share in its MSA.  With the addition of SFC Bank, QCR Holdings has 27 locations in Illinois, Iowa, Wisconsin and Missouri.  As of March 31, 2018, QCR Holdings had approximately $4.6 billion in assets, $3.6 billion in loans and $3.7 billion in deposits.  For additional information, please visit our website at www.qcrh.com.

Contacts:

Todd A. Gipple
Executive Vice President
Chief Operating Officer
Chief Financial Officer
(309) 743-7745
tgipple@qcrh.com

Christopher J. Lindell
Executive Vice President
Corporate Communications
(319) 743-7006
clindell@qcrh.com

EX-99.2

Exhibit 99.2

QCR Holdings, Inc. Announces Completion of Merger with Springfield Bancshares

MOLINE, Ill., July 02, 2018 (GLOBE NEWSWIRE) -- QCR Holdings, Inc. (NASDAQ:QCRH) (“QCR Holdings” or the “Company”) today announced the successful completion of the previously announced merger with Springfield Bancshares, Inc. (“Springfield Bancshares”), the holding company of Springfield First Community Bank (“SFC Bank”).  Established as a de novo bank in 2008, SFC Bank is headquartered in Springfield, Missouri and, as a result of the transaction, became QCR Holdings’ fifth independent charter.  

Stockholders of Springfield Bancshares will receive 0.3060 shares of QCR Holdings common stock and $1.50 in cash in exchange for each common share of Springfield Bancshares held.  The transaction is valued at approximately $90.7 million, based on the closing stock price of QCR Holdings, Inc. common stock as of June 29, 2018.

“We are excited to welcome SFC Bank clients and employees to the QCR Holdings family,” remarked Douglas M. Hultquist, President and Chief Executive Officer of QCR Holdings.  “As a strong independent-minded community bank with an outstanding reputation in its market, SFC Bank is an excellent strategic and cultural fit for our company. With this combination, we enter the very attractive Springfield market with one of the strongest community bank management teams in the region.”

“We’re delighted to join the QCR Holdings franchise and to begin offering SFC Bank clients additional products and services the merger provides,” commented Robert C. Fulp, Chair and Chief Executive Officer of SFC Bank. “We look forward to continuing our rich tradition of customized client-based relationships, local decision-making and strong ties to the community, consistent with the values and culture of QCR Holdings.”  

The merger with Springfield Bancshares is consistent with QCR Holdings’ stated strategic plan to selectively acquire other high-performing financial institutions in vibrant mid-sized metropolitan markets with a concentration of commercial clients. SFC Bank has one banking location and more than $560 million in assets and $445 million in deposits as of March 31, 2018. Springfield Bancshares and QCR Holdings share similar values and approaches to client service and community involvement.  Effective upon completion of the merger, Timothy O’Reilly joined the Board of Directors of QCR Holdings.

Keefe, Bruyette & Woods, Inc. served as financial advisor and Barack Ferrazzano Kirschbaum & Nagelberg LLP served as legal counsel to QCR Holdings. D.A. Davidson & Co. served as financial advisor and Stinson Leonard Street LLP served as legal counsel to Springfield Bancshares.

About Us

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, Springfield and Rockford communities through its wholly owned subsidiary banks which 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 Rockford Bank & Trust Company, based in Rockford, Illinois, commenced operations in 2005.   Quad City Bank & Trust Company also provides correspondent banking services.  In addition, Quad City Bank & Trust Company engages in commercial leasing through its wholly owned subsidiary, m2 Lease Funds, LLC, based in Milwaukee, Wisconsin.  Additionally, the Company serves the Waterloo/Cedar Falls, Iowa community through Community Bank & Trust, a division of Cedar Rapids Bank & Trust Company. The Company enhanced its presence in Cedar Rapids, Iowa with the acquisition of Guaranty Bank & Trust Company in October 2017, which merged with Cedar Rapids Bank & Trust in December 2017.  In April 2018 QCR Holdings announced a definitive agreement to merge with Springfield Bancshares, the holding company of SFC Bank of Springfield, Missouri. Established in 2008, SFC Bank has grown to over $560 million in assets, $445 million of deposits and ranks in the top ten of deposit market share in its MSA.  With the addition of SFC Bank, QCR Holdings has 27 locations in Illinois, Iowa, Wisconsin and Missouri.  As of March 31, 2018, QCR Holdings had approximately $4.6 billion in assets, $3.6 billion in loans and $3.7 billion in deposits.  For additional information, please visit our website at www.qcrh.com.

Special Note Concerning Forward-Looking Statements.  This document contains, and future oral and written statements of the Company and its management 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 the Company.  Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “predict,” “suggest,” “appear,” “plan,” “intend,” “estimate,” ”annualize,” “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 the Company 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 the Company to control or predict, could cause actual results to differ materially from those in its forward-looking statements.  These factors include, among others, the following: (i) the strength of the local, national and international economies; (ii) the economic impact of any future terrorist threats and attacks, and the response of the United States to any such threats and attacks; (iii) changes in state and federal laws, regulations and governmental policies concerning the Company’s general business; (iv) changes in interest rates and prepayment rates of the Company’s assets; (v) increased competition in the financial services sector and the inability to attract new customers; (vi) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (vii) unexpected results of acquisitions, which may include failure to realize the anticipated benefits of acquisitions and the possibility that transaction costs may be greater than anticipated; (viii) the loss of key executives or employees; (ix) changes in consumer spending; (x)  unexpected outcomes of existing or new litigation involving the Company; and (xi) changes in accounting policies and practices.  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 the Company and its business, including additional factors that could materially affect the Company’s financial results, is included in the Company’s filings with the Securities and Exchange Commission.

Contacts:

Todd Gipple
QCR Holdings, Inc. 
Executive Vice President
Chief Operating Officer
Chief Financial Officer
(309) 743-7745
 tgipple@qcrh.com

Christopher J. Lindell
QCR Holdings, Inc.
Executive Vice President
Corporate Communications
(319) 743-7006
clindell@qcrh.com