ST. LOUIS--(BUSINESS WIRE)--
Enterprise Financial Services Corp (NASDAQ:EFSC) (the “Company,” “EFSC,”
“Enterprise,” “we,” “us,” or “our”), the holding company of Enterprise
Bank & Trust (“EB&T”) and Trinity Capital Corporation (“Trinity” or
“TCC”), the holding company of Los Alamos National Bank (“LANB”)
announced today that they have entered into a definitive merger
agreement in a transaction valued at approximately $213 million. On a
pro forma consolidated basis, the combined company would have
approximately $7 billion in assets.
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TCC is headquartered in Los Alamos, New Mexico, with approximately $1.3
billion in assets, $714 million in loans, and $1.1 billion in deposits
as of June 30, 2018. LANB operates six full service banking offices in
Los Alamos, Santa Fe, and Albuquerque, New Mexico. Additionally, as of
June 30, 2018, LANB ranked first and fourth in deposit market share in
the Los Alamos and Santa Fe, New Mexico Metropolitan Statistical Areas
with 84% and 14% of the markets, respectively.
Jim Lally, President and Chief Executive Officer of EFSC, commented, "We
are thrilled that Trinity has selected us as their partner. LANB has a
deep history and commitment to their employees, customers and
communities that is demonstrated by a dominant market share and
extraordinary customer loyalty. Enterprise has a similar philosophy of
supporting its communities, and encouraging its employees to do the
same. We believe this combination of like cultures positions us to
better serve all our constituents for the foreseeable future."
“In Enterprise, we found an ideal partner with shared-values,” said John
Gulas, President and Chief Executive Officer of TCC, “We are pleased to
join with Enterprise particularly due to an admiration for their diverse
business model as well as their commitment to serving their clients. We
believe the complementary strengths of this combined organization will
provide a stronger future for our customers, associates and the
communities we serve.”
Under the terms of the definitive agreement, upon consummation of the
transaction, TCC shareholders will receive 0.1972 shares of EFSC common
stock and $1.84 in cash for each share of TCC common stock they hold.
Based on EFSC’s closing price of $43.45 per share on October 31, 2018,
the merger consideration mix would result in a total of approximately
$38 million in cash and $175 million in EFSC shares. The transaction is
intended to qualify as a tax-free reorganization for U.S. federal income
tax purposes and Trinity shareholders are not expected to recognize gain
or loss to the extent of the stock consideration received. The Company
expects the transaction to be immediately accretive to 2019 diluted
earnings per share (excluding the impact of the one-time transaction
expenses), with full year 2020 EPS accretion of approximately 8%.
Anticipated tangible book value per share dilution is expected to be
earned-back in approximately 3 years under both simple and crossover
methods.
In connection with the transaction, two Trinity directors, Tony Scavuzzo
of Castle Creek Capital and James F. Deutsch of Patriot Financial
Partners, will be appointed to EFSC’s Board of Directors. Additionally,
James E. Goodwin, Jr., Chairman of the board of directors of TCC and
LANB, will join the Board of Directors of EB&T, the Company’s banking
subsidiary.
The transaction, which has been unanimously approved by the board of
directors of the Company, EB&T, TCC, and LANB, is expected to close in
early 2019, subject to satisfaction of customary closing conditions,
including regulatory approvals and approval of the TCC’s shareholders.
Certain TCC shareholders, as well as TCC’s directors and executive
officers, have entered into agreements with the Company pursuant to
which they have committed to vote their shares of TCC common stock in
favor of the merger. For additional information about the proposed
merger, shareholders are encouraged to carefully read the definitive
agreement that was filed with the Securities and Exchange Commission
(“SEC”) today.
Advisors to Transaction
Wells Fargo Securities, LLC served as financial advisor to EFSC and
Holland & Knight LLP served as legal counsel to EFSC. Keefe, Bruyette &
Woods, A Stifel Company served as financial advisor to TCC and
Hunton Andrew Kurth LLP served as legal counsel to TCC.
Conference Call and Investor Presentation
The Company will host a conference call and webcast at 8:30 a.m. Eastern
time on November 2, 2018 to discuss the transaction and related matters.
This press release as well as a related slide presentation will be
accessible on the Company’s website at enterprisebank.com under
“Investor Relations” beginning prior to the scheduled broadcast of the
conference call. The call can be accessed via this same website page, or
via telephone at 1-877-830-2649 (Conference ID #8535748). A recorded
replay of the conference call will be available approximately two hours
after the call completion. Go to http://bit.ly/EFSCinvestor
and register to hear a replay of the call. The replay will be available
for approximately two weeks following the conference call.
About Enterprise Financial Services Corp:
Enterprise Financial Services Corp (NASDAQ: EFSC), is a $5.5 billion
bank holding company headquartered in Clayton, Mo.Enterprise Bank &
Trust operates 28 branch offices in the St. Louis, Kansas City and
Phoenix metropolitan areas. Enterprise Bank & Trust offers a range of
business and personal banking services, and wealth management services.
Enterprise Trust, a division of Enterprise Bank & Trust, provides
financial planning, estate planning, investment management, and trust
services to businesses, individuals, institutions, retirement plans and
non-profit organizations. Additional information is available at
enterprisebank.com.
Enterprise Financial Services Corp’s common stock is traded on the
Nasdaq Stock Market under the symbol “EFSC”. Please visit our website at www.enterprisebank.com
to see our regularly posted material information.
About Trinity Capital Corporation:
Trinity Capital Corporation is the parent company of LANB. LANB is one
of the largest locally-owned banks in New Mexico with current assets of
$1.3 billion. Through the responsive work of over 200 professional
employees, LANB is proud to offer a full range of banking services with
the highest degree of customer service to businesses and residents in
Northern New Mexico and the Albuquerque metro area. A true community
bank with six full-service locations, LANB ranks as one of the top
mortgage providers in the state. LANB has been voted one of the Best
Banks in Santa Fe by the readers of the Santa Fe Reporter for the past
twelve years. LANB was the first corporation in New Mexico, as well as
the first and only bank in the nation, to earn the prestigious Malcolm
Baldrige National Quality Award. Founded in 1963, LANB is headquartered
in Los Alamos, New Mexico. For more information visit LANB.com.
Forward-Looking Statements
Certain statements contained in this press release may be considered
forward-looking statements. These forward-looking statements may
include: statements regarding the merger, the range of consideration of
the merger and the ability of the parties to consummate the merger.
Forward-looking statements are typically identified by words such as
“believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,”
“forecast,” “project,” “pro forma” and other similar words and
expressions. Forward-looking statements are subject to numerous
assumptions, risks and uncertainties, which change over time.
Forward-looking statements speak only as of the date they are made. EFSC
does not assume any duty and does not undertake to update
forward-looking statements. Because forward-looking statements are
subject to assumptions and uncertainties, actual results or future
events could differ, possibly materially, from those that EFSC
anticipated in its forward-looking statements and future results could
differ materially from historical performance. Factors that could cause
or contribute to such differences include, but are not limited to, the
possibility: that expected benefits of the merger may not materialize in
the timeframe expected or at all, or may be more costly to achieve; that
the merger may not be timely completed, if at all; that prior to the
completion of the merger or thereafter, EFSC’s respective businesses may
not perform as expected due to transaction-related uncertainty or other
factors; that the parties are unable to successfully implement
integration strategies; that required regulatory, shareholder or other
approvals are not obtained or other closing conditions are not satisfied
in a timely manner or at all; reputational risks and the reaction of the
companies’ customers to the transaction; diversion of management time on
merger-related issues; and those factors and risks referenced from time
to time in EFSC’s filings with the Securities and Exchange Commission
(the “SEC”). For any forward-looking statements made in this press
release or in any documents, EFSC claims the protection of the safe
harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.
Additional Information About the Merger and Where to Find It
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval.
In connection with the proposed merger transaction, EFSC will file with
the SEC a Registration Statement on Form S-4 that will include a Proxy
Statement of TCC, and a Prospectus of EFSC, as well as other relevant
documents concerning the proposed transaction. Shareholders are urged to
read the Registration Statement and the Proxy Statement / Prospectus
regarding the merger when it becomes available and any other relevant
documents filed with the SEC, as well as any amendments or supplements
to those documents, because they will contain important information
about the proposed merger.
A free copy of the Proxy Statement/Prospectus, as well as other filings
containing information about EFSC and TCC, may be obtained at the SEC’s
website at www.sec.gov.
EFSC and TCC and certain of their directors and executive officers may
be deemed to be participants in the solicitation of proxies from the
shareholders of Trinity in connection with the proposed merger.
Information about the directors and executive officers of EFSC is set
forth in the proxy statement for EFSC’s 2018 annual meeting of
shareholders, as filed with the SEC on a Schedule 14A on March 14, 2018
and as amended by supplements to the proxy statement filed with the SEC
on March 14, 2018, March 30, 2018, and April 19, 2018. Information about
the directors and executive officers of TCC is set forth in the proxy
statement for TCC’s 2018 annual meeting of shareholders, as filed with
the SEC on a Schedule 14A on April 20, 2018. Additional information
regarding the interests of those participants and other persons who may
be deemed participants in the transaction may be obtained by reading the
Proxy Statement/Prospectus regarding the proposed merger when it becomes
available. Free copies of this document may be obtained as described in
the preceding paragraph.
Note: Financial data as of or for the quarter ending June 30, 2018,
unless otherwise noted.
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Enterprise Financial Services Corp
Investor inquiries:
Keene
Turner, 314-512-7233
Executive Vice President and Chief Financial
Officer
or
Media inquiries:
Karen Loiterstein,
314-512-7141
Senior Vice President, Marketing
or
TCC
Contact Information:
John Gulas, 505-663-3990
Chief Executive
Officer
Source: Enterprise Financial Services Corp