NBT Bancorp Inc. Enters Material Definitive Agreement

TL;DR

NBT Bancorp signed a big deal, details TBD.

AI Summary

NBT Bancorp Inc. announced on September 9, 2024, that it has entered into a material definitive agreement. The company, incorporated in Delaware with its principal executive offices in Norwich, New York, filed this 8-K report to disclose this significant event. No specific details regarding the agreement, parties involved, or financial implications were provided in this excerpt.

Why It Matters

This filing indicates a significant business development for NBT Bancorp Inc., potentially impacting its future operations, financial performance, and shareholder value.

Risk Assessment

Risk Level: medium — The lack of specific details in the provided excerpt about the material definitive agreement introduces uncertainty regarding its nature and potential impact.

Key Players & Entities

• NBT BANCORP INC (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• Norwich, New York (location) — Principal executive offices
• September 9, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, Par Value $0.01 Per Share NBTB The NASDAQ Stock Mar
• $8.4 million — to pay the Company a termination fee of $8.4 million. The Merger Agreement also contains cu

Filing Documents

• ef20035633_8k.htm (8-K) — 48KB
• ef20035633_ex2-1.htm (EX-2.1) — 700KB
• ef20035633_ex99-1.htm (EX-99.1) — 24KB
• image00002.jpg (GRAPHIC) — 5KB
• image00003.jpg (GRAPHIC) — 5KB
• 0001140361-24-040588.txt ( ) — 1063KB
• nbtb-20240909.xsd (EX-101.SCH) — 4KB
• nbtb-20240909_lab.xml (EX-101.LAB) — 21KB
• nbtb-20240909_pre.xml (EX-101.PRE) — 16KB
• ef20035633_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On September 9, 2024, NBT Bancorp Inc. (the "Company") and NBT Bank, National Association ("NBT Bank"), the Company's subsidiary bank, entered into an Agreement and Plan of Merger (the "Merger Agreement") with Evans Bancorp, Inc. ("Evans") and Evans Bank, National Association ("Evans Bank"), Evans's subsidiary bank, and pursuant to which the Company will acquire Evans. into the Company, with the Company as the surviving entity, and immediately thereafter, Evans Bank will merge with and into NBT Bank, with NBT Bank as the surviving bank (the "Merger"). Under the terms of the Merger Agreement, each outstanding share of Evans common stock will be converted into the right to receive 0.91 shares of the Company's common stock. The Merger is subject to customary closing conditions, including the receipt of regulatory approvals and approval by the shareholders of Evans, and is expected to close in the second quarter of 2025. NBT and NBT Bank have agreed to appoint David J. Nasca, President and Chief Executive Officer of Evans and Evans Bank, to their boards of directors. Concurrently with entering into the Merger Agreement, the Company entered into voting agreements with each of the directors and certain executive officers of Evans in their capacity as shareholders of Evans (the "Voting Agreements"), pursuant to which such shareholders agreed to vote their shares of Evans common stock in favor of the Merger. If the Merger is not consummated under specified circumstances, Evans may be required to pay the Company a termination fee of $8.4 million. The Merger Agreement also contains customary representations and warranties that the Company and Evans made to each other as of specific dates. The assertions embodied in those representations and warranties were made s

Forward Looking Statements

Forward Looking Statements This report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements about the Company and Evans and their industry involve substantial risks and uncertainties. Statements other than statements of current or historical fact, including statements regarding the Company's or Evans's future financial condition, results of operations, business plans, liquidity, cash flows, projected costs, and the impact of any laws or regulations applicable to the Company or Evans, are forward-looking statements. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "plans," "projects," "may," "will," "should" and other similar expressions are intended to identify these forward-looking statements. Such statements are subject to factors that could cause actual results to differ materially from anticipated results. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements include, but are not limited to the following: (1) the businesses of the Company and Evans may not be combined successfully, or such combination may take longer to accomplish than expected; (2) the cost savings from the merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer loss and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; (4) governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; (5) the shareholders of Evans may fail to approve the merger; (6) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (7) diversion of management's attention from ongoing business operations and oppor

01

Item 8.01. Other Events. On September 9, 2024, the Company and Evans issued a joint press release to announce the signing of the Merger Agreement, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 2.1* Agreement and Plan of Merger, dated September 9, 2024, by and among NBT Bancorp Inc., NBT Bank, National Association, Evans Bancorp, Inc. and Evans Bank, National Association. 99.1 Joint Press Release of NBT Bancorp Inc. and Evans Bancorp, Inc., dated September 9, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * NBT Bancorp Inc. has omitted certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally 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.

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 thereunto duly authorized. NBT BANCORP INC. September 9, 2024 By: /s/ Annette L. Burns Annette L. Burns Executive Vice President and Chief Financial Officer

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View this 8-K filing on SEC EDGAR