Alerus Financial Corp Files 8-K: Material Agreement

Ticker: ALRS · Form: 8-K · Filed: May 15, 2024 · CIK: 903419

Alerus Financial Corp 8-K Filing Summary
FieldDetail
CompanyAlerus Financial Corp (ALRS)
Form Type8-K
Filed DateMay 15, 2024
Risk Levelmedium
Pages10
Reading Time12 min
Key Dollar Amounts$1.00, $20.69, $25, $116.4 million, $1.15 b
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, 8-k, financials

TL;DR

Alerus Financial Corp signed a material definitive agreement on May 14, 2024.

AI Summary

Alerus Financial Corporation entered into a Material Definitive Agreement on May 14, 2024. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. The company is incorporated in Delaware and headquartered in Grand Forks, North Dakota.

Why It Matters

This 8-K filing indicates a significant new agreement for Alerus Financial, which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Numbers

  • 001-39036 — SEC File Number (Identifies the specific SEC filing for Alerus Financial Corp.)
  • 45-0375407 — IRS Employer Identification No. (Tax identification number for Alerus Financial Corporation.)

Key Players & Entities

  • Alerus Financial Corporation (company) — Registrant
  • May 14, 2024 (date) — Date of earliest event reported
  • Delaware (jurisdiction) — State of Incorporation
  • Grand Forks, North Dakota (location) — Principal Executive Offices
  • FIRST NATIONAL CORP NORTH DAKOTA (company) — Former Company Name

FAQ

What type of material definitive agreement did Alerus Financial Corporation enter into?

The filing does not specify the exact nature of the material definitive agreement, only that one was entered into on May 14, 2024.

When was Alerus Financial Corporation incorporated?

Alerus Financial Corporation was incorporated in Delaware.

What is the principal executive office address for Alerus Financial Corporation?

The principal executive offices are located at 401 Demers Avenue, Grand Forks, North Dakota 58201.

Has Alerus Financial Corporation changed its name previously?

Yes, the company was formerly known as FIRST NATIONAL CORP NORTH DAKOTA, with a name change date of March 12, 1998.

What are the main items reported in this 8-K filing?

This 8-K filing reports on the Entry into a Material Definitive Agreement, Regulation FD Disclosure, and Financial Statements and Exhibits.

Filing Stats: 3,106 words · 12 min read · ~10 pages · Grade level 15.4 · Accepted 2024-05-15 08:30:22

Key Financial Figures

  • $1.00 — nge on which registered Common Stock, $1.00 par value per share ALRS The Nasdaq
  • $20.69 — nd the Company's closing share price of $20.69 on May 14, 2024, the implied value of t
  • $25 — of the Exchange Ratio per HMNF share is $25.86, with an aggregate transaction value
  • $116.4 million — gate transaction value of approximately $116.4 million. Holders of options to purchase shares
  • $1.15 b — HMNF had total assets of approximately $1.15 billion, total loans of $868.7 million an
  • $868.7 million — oximately $1.15 billion, total loans of $868.7 million and total deposits of $1.03 billion. T
  • $1.03 billion — of $868.7 million and total deposits of $1.03 billion. The Merger Agreement contains customa
  • $4.6 m — rther provides for a termination fee of $4.6 million, payable by the terminating party

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On May 14, 2024, Alerus Financial Corporation, a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with HMN Financial, Inc., a Delaware corporation ("HMNF"), pursuant to which HMNF will merge into the Company, with the Company as the surviving corporation (the "Merger"). Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, HMNF stockholders will have the right to receive 1.25 (the "Exchange Ratio") shares of common stock of the Company for each share of common stock of HMNF. The Exchange Ratio is subject to potential downward adjustment if HMNF's stockholders' equity as of the closing date of the Merger is less than a specified stockholders' equity threshold, as described in the Merger Agreement. Based upon the initial Exchange Ratio and the Company's closing share price of $20.69 on May 14, 2024, the implied value of the Exchange Ratio per HMNF share is $25.86, with an aggregate transaction value of approximately $116.4 million. Holders of options to purchase shares of HMNF common stock and holders of restricted HMNF common stock will have such options or restricted stock vest immediately prior to the Merger. The shares of HMNF common stock issued upon exercise of such stock options and the shares of HMNF common stock that are vested will receive the same Exchange Ratio consideration as the HMNF stockholders, as described in the Merger Agreement. It is anticipated that Home Federal Savings Bank, HMNF's wholly-owned banking subsidiary ("HFSB"), will be merged with and into the Company's banking subsidiary, Alerus Financial, National Association ("Alerus Financial"), immediately following the completion of the Merger. At the time of the bank merger, HFSB's banking offices will become branches of Alerus Financial. As of March 31, 2024, HMNF had total assets of approximately $1.15 billion, total loans of $868.7

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On May 15, 2024, the Company and HMNF issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached to this report as Exhibit 99.1, which is incorporated herein by reference. The Company has posted on its investor website at investors.alerus.com under the "News and Events" link an investor presentation relating to the Merger. A copy of the investor presentation is attached to this report as Exhibit 99.2, which is incorporated herein by reference. The information furnished pursuant to this Item and the related exhibits are being "furnished" and will not, except to the extent required by applicable law or regulation, be deemed "filed" by the Company for purposes of Section 18 of 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. Special Note Concerning Forward-Looking Statements This report contains "forward-looking the anticipated future performance of the Company and HMNF and certain plans, expectations, goals, projections and benefits relating to the Merger, all of which are subject to numerous assumptions, risks and uncertainties. These statements are often, but not always, identified by words such as "may," "might," "should," "could," "predict," "potential," "believe," "expect," "continue," "will," "anticipate," "seek," "estimate," "intend," "plan," "projection," "would," "annualized," "target" and "outlook," or the negative version of those words or other comparable words of a future or forward-looking nature. Examples of forward-looking statem

Forward-looking statements

Forward-looking statements are not historical facts but instead express only management's beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management's control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors disclosed in reports filed by the Company and HMNF with the SEC, risks and uncertainties for the Company, HMNF and the combined company that may cause actual results or outcomes to differ materially from those anticipated include, but are not limited to: (1) the possibility that any of the anticipated benefits of the proposed Merger will not be realized or will not be realized within the expected time period; (2) the risk that integration of HMNF's operations with those of the Company will be materially delayed or will be more costly or difficult than expected; (3) the parties' inability to meet expectations regarding the timing of the proposed Merger; (4) changes to tax legislation and their potential effects on the accounting for the Merger; (5) the inability to complete the proposed Merger due to the failure of the Company's or HMNF's stockholders to adopt the Merger Agreement, or the failure of the Company's stockholders to approve the issuance of the Company's common stock in connection with the Merger; (6) the failure to satisfy other conditions to completion of the proposed Merger, including receipt of required regulatory and other approvals; (7) the failure of the proposed Merger to close for any other reason; (8) diversion of management's attention from ongoing business operations and opportunities due to the proposed Merger; (9) the challenges of integrating and retaining key employees; (10) the effect of the announcement of the proposed Merger on the Company's, HMNF's or the combined company's respective customer and employee relationships and

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, by and between Alerus Financial Corporation and HMN Financial, Inc., dated May 14, 2024* 10.1 Voting and Support Agreement, by and among Alerus Financial Corporation and the directors and officers of HMN Financial, Inc. identified therein, dated May 14, 2024 10.2 Voting and Support Agreement, by and among HMN Financial, Inc. and the directors and officers of Alerus Financial Corporation identified therein, dated May 14, 2024 99.1 Press Release of Alerus Financial Corporation and HMN Financial, Inc., dated May 15, 2024 99.2 Investor Presentation of Alerus Financial Corporation, dated May 15, 2024 104 Cover Page Interactive Data File (embedded within the inline XBRL document) * The Company has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

SignatureS

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. Date: May 15, 2024 Alerus Financial Corporation By: /s/ Katie A. Lorenson Name: Katie A. Lorenson Title: President and Chief Executive Officer

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