First Busey Corp Files 8-K on Material Agreements & Officer Changes

Ticker: BUSEP · Form: 8-K · Filed: Aug 27, 2024 · CIK: 314489

First Busey Corp /NV/ 8-K Filing Summary
FieldDetail
CompanyFirst Busey Corp /NV/ (BUSEP)
Form Type8-K
Filed DateAug 27, 2024
Risk Levelmedium
Pages16
Reading Time19 min
Key Dollar Amounts$0.001, $0.01, $36.7 million, $25,000
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, officer-changes, director-changes

TL;DR

Busey Corp filed an 8-K detailing new agreements and leadership shifts. Watch for details.

AI Summary

First Busey Corporation filed an 8-K on August 27, 2024, reporting on several key events that occurred on August 26, 2024. These include entering into a material definitive agreement, changes in directors and officers, and other events. The filing also lists financial statements and exhibits.

Why It Matters

This filing provides crucial updates on significant corporate actions and personnel changes at First Busey Corporation, which could impact its strategic direction and investor confidence.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in directors/officers, which can indicate significant strategic shifts or governance adjustments that carry inherent risks.

Key Players & Entities

  • First Busey Corporation (company) — Registrant
  • Nevada (jurisdiction) — State of incorporation
  • August 26, 2024 (date) — Date of earliest event reported
  • August 27, 2024 (date) — Date of report

FAQ

What specific material definitive agreement did First Busey Corporation enter into?

The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text excerpt.

Were there any departures of directors or certain officers on August 26, 2024?

Yes, the filing explicitly lists 'Departure of Directors or Certain Officers' as an item of information reported.

Were there any new appointments of officers or elections of directors?

Yes, the filing mentions 'Election of Directors; Appointment of Certain Officers' as an item of information being reported.

What is the principal executive office address for First Busey Corporation?

The principal executive offices are located at 100 W. University Ave., Champaign, Illinois 61820.

What is the SIC code for First Busey Corporation?

The Standard Industrial Classification (SIC) code for First Busey Corporation is 6022, which corresponds to 'STATE COMMERCIAL BANKS'.

Filing Stats: 4,701 words · 19 min read · ~16 pages · Grade level 15.1 · Accepted 2024-08-27 08:30:22

Key Financial Figures

  • $0.001 — ch registered Common Stock, par value $0.001 per share BUSE The Nasdaq Stock Mar
  • $0.01 — , each share of common stock, par value $0.01 per share, of CrossFirst ("CrossFirst C
  • $36.7 million — ther provides that a termination fee of $36.7 million will be payable by either Busey or Cros
  • $25,000 — 2 months and (d) reimbursement of up to $25,000 of reasonable expenses directly relatin

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement. On August 26, 2024, First Busey Corporation, a Nevada corporation ("Busey") and CrossFirst Bankshares, Inc., a Kansas corporation ("CrossFirst"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, CrossFirst will merge with and into Busey, with Busey as the surviving corporation in the merger (the "Merger"). The Merger Agreement further provides that at a date and time following the Merger as determined by Busey, CrossFirst Bank, a Kansas state-chartered bank and a wholly owned subsidiary of CrossFirst, will merge with and into Busey Bank, an Illinois Merger Agreement was unanimously approved by the Board of Directors of each of Busey and CrossFirst. Merger Consideration Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.01 per share, of CrossFirst ("CrossFirst Common Stock") outstanding immediately prior to the Effective Time, other than certain shares held by CrossFirst or Busey, will be converted into the right to receive 0.6675 of a share (the "Exchange Ratio") of common stock, par value $0.001 per share, of Busey ("Busey Common Stock"). Holders of CrossFirst Common Stock will receive cash in lieu of fractional shares. At the Effective Time, each share of Series A Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, of CrossFirst ("CrossFirst Preferred Stock") outstanding immediately prior to the Effective Time will be converted into the right to receive one share of a newly created series of preferred stock of Busey, provided that at the election of Busey, Busey may cause the CrossFirst Preferred Stock to be converted

02

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 execution of the Merger Agreement, Busey entered into a letter agreement with Mr. Dukeman (the "Dukeman Letter Agreement"). Except as provided therein, the Dukeman Letter Agreement does not amend or change Mr. Dukeman's existing employment agreement. In the event that the Merger is not completed, the Dukeman Letter Agreement will be void ab initio . The Dukeman Letter Agreement provides that following the Effective Time and through the end of the Specified Period, Mr. Dukeman will receive base salary, annual bonus and long-term incentive awards that are no less than those paid to Mr. Maddox. Pursuant to the Dukeman Letter Agreement, Mr. Dukeman agrees that the Succession Plan will not give rise to a constructive discharge (as defined in Mr. Dukeman's employment agreement). This waiver means that Mr. Dukeman will not be entitled to severance compensation as a result of the corporate governance changes effected in connection with the Merger. The Dukeman Letter Agreement provides that Busey will terminate Mr. Dukeman's right to severance pursuant to his employment agreement in compliance with Section 409A of the Internal Revenue Code's change in control plan termination rules. Accordingly, the cash severance that would have been payable to Mr. Dukeman upon a qualifying termination under Mr. Dukeman's employment agreement will be paid in a lump-sum on the one-year anniversary of the closing of the Merger, subject to his continued employment (other than in the event of a qualifying termination) (the "Dukeman Retention Payment"). In the event that Mr. Dukeman is terminated for cause or resigns other than due to constructive discharge (in each case, as defined in his employment agreement), (i) between the payment date of the Dukeman Retention Payment and the two-year anniversary of the clos

01

Item 8.01. Other Events. In connection with the execution of the Merger Agreement, Busey entered into a letter agreement with Mr. Maddox (the "Maddox Letter Agreement"). Except as provided therein, the Maddox Letter Agreement does not amend or change Mr. Maddox's existing employment agreement. In the event that the Merger is not completed, the Maddox Letter Agreement will be void ab initio . The Maddox Letter Agreement provides that following the Effective Time and through the end of the Specified Period, Mr. Maddox will receive base salary, annual bonus and long-term incentive awards that are no less than those paid to Mr. Dukeman. Pursuant to the Maddox Letter Agreement, Mr. Maddox agrees that the Succession Plan will not give rise to a constructive termination (as defined in the CrossFirst Senior Executive Severance Plan (the "CrossFirst Severance Plan")). This waiver means that Mr. Maddox will not be entitled to severance compensation as a result of the corporate governance changes effected in connection with the Merger. The Maddox Letter Agreement provides that Mr. Maddox's right to severance pursuant to his employment agreement and the CrossFirst Severance Plan will be terminated. Accordingly, the cash severance that would have been payable to Mr. Maddox upon a qualifying termination under the CrossFirst Severance Plan will be converted into a cash retention award, which will be paid in equal annual installments on each of the three anniversaries of the closing of the Merger, -5- Pursuant to the Maddox Letter Agreement, in the event that (i) the Succession Plan does not occur and Mr. Maddox resigns in accordance with his constructive termination rights or (ii) Mr. Maddox's employment is terminated without cause or he resigns in accordance with his constructive termination rights (each such termination, a "qualifying termination"), Mr. Maddox will be entitled to (a) any annual bonu

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, dated August 26, 2024, by and among First Busey Corporation and CrossFirst Bankshares, Inc.* 10.1 Letter Agreement, dated August 26, 2024, by and between First Busey Corporation and Van A. Dukeman 99.1 Letter Agreement, dated August 26, 2024, by and between First Busey Corporation and Michael J. Maddox 99.2 Joint Press Release, dated August 27, 2024 99.3 Investor Presentation, dated August 27, 2024 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). * Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished. -6-

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K and the exhibits filed therewith include "forward-looking statements" within the meaning of the P

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