Form 8-K National Bank Holdings For: Nov 04

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):  November 4, 2015

 

NATIONAL BANK HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)

 

 

7800 East Orchard Road,  Suite 300, Greenwood Village, Colorado 80111
(Address of principal executive offices) (Zip Code)

 

720-529-3336
(Registrant’s telephone, including area code)

 

Not Applicable
(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 (see General Instruction A.2. below):

 

[ ] 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))

 

 

Item 8.01.  Other Events.

 

Quarterly Cash Dividend.  On November 4, 2015, the Board of Directors of National Bank Holdings Corporation (the “Company”) approved a cash dividend to shareholders. The quarterly cash dividend of five cents ($0.05) per share of common stock will be payable on December 15, 2015 to shareholders of record at the close of business on November 27, 2015.

 

The press release issued by the Company in connection with the dividend is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.

 

Bank Charter Conversion.  On November 4, 2015, the Company announced that its bank subsidiary, NBH Bank, N.A. (the “Bank”), filed an application with the Colorado Division of Banking (the “DOB”) to convert from a national association to a Colorado state-chartered bank, and also filed a notice of the charter conversion with its current primary federal regulator, the Office of the Comptroller of the Currency.  The Bank is also in the process of filing an application with the Federal Reserve Bank of Kansas City to remain a member bank of the Federal Reserve System following the charter conversion. As a result of the conversion, the DOB will be the Bank’s primary regulator and the Federal Reserve Bank of Kansas City will be the Bank’s primary federal regulator. Regulatory approval is expected before year-end. Upon conversion, NBH Bank, N.A. will change its name to NBH Bank, but each of the Bank’s brand names (Bank Midwest, Community Banks of Colorado and Hillcrest Bank) will stay the same. The conversion is not expected to affect the Bank’s clients in any way, and they will continue to receive the same protection on deposits through the FDIC.

 

The press release issued by the Company in connection with the charter conversion is included as Exhibit 99.2 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

 

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.

 

 

Exhibit 99.1

 

National Bank Holdings Corporation Announces Quarterly Dividend

 

GREENWOOD VILLAGE, Colo., - November 4, 2015 - National Bank Holdings Corporation (NYSE: NBHC) announced today that the Board of Directors approved a cash dividend to shareholders. The quarterly cash dividend of five cents ($0.05) per share of common stock will be payable on December 15, 2015 to shareholders of record at the close of business on November  27, 2015.

 

About National Bank Holdings Corporation

 

National Bank Holdings Corporation is a bank holding company created to build a leading community bank franchise delivering high-quality client service and committed to shareholder results. National Bank Holdings Corporation operates a network of 97 banking centers located in Colorado, the greater Kansas City region and Texas. Through its subsidiary, NBH Bank, N.A., it operates under the following brand names: Community Banks of Colorado in Colorado, Bank Midwest in Kansas and Missouri, and Hillcrest Bank in Texas. Additional information about National Bank Holdings Corporation can be found at www.nationalbankholdings.com.

 

Forward Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements contain words such as “anticipate,” “believe,” “can,” “would,” “should,” “could,” “may,” “predict,” “seek,” “potential,” “will,” “estimate,” “target,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “intend” or similar expressions that relate to the Company’s strategy, plans or intentions. Forward-looking statements involve certain important risks, uncertainties and other factors, any of which could cause actual results to differ materially from those in such statements. Such factors include, without limitation, the “Risk Factors” referenced in our most recent Form 10-K filed with the Securities and Exchange Commission (SEC), other risks and uncertainties listed from time to time in our reports and documents filed with the SEC, and the following additional factors: ability to execute our business strategy; business and economic conditions; economic, market, operational, liquidity, credit and interest rate risks associated with the Company’s business; effects of any changes in trade, monetary and fiscal policies and laws; changes imposed by regulatory agencies to increase capital standards; effects of inflation, as well as, interest rate, securities market and monetary supply fluctuations; changes in consumer spending, borrowings and savings habits; the Company’s ability to identify potential candidates for, consummate, integrate and realize operating efficiencies from, acquisitions; the Company's ability to successfully convert core operating systems, at the estimated cost, without significant business interruption and to realize the anticipated benefits; the Company’s ability to achieve organic loan and deposit growth and the composition of such growth; changes in sources and uses of funds; increased competition in the financial services industry; the effect of changes in accounting policies and practices; the share price of the Company’s stock; the Company's ability to realize deferred tax assets or the need for a valuation allowance; continued consolidation in the financial services industry; ability to maintain or increase market share and control expenses; costs and effects of changes in laws and regulations and of other legal and regulatory

developments; technological changes; the timely development and acceptance of new products and services; the Company’s continued ability to attract and maintain qualified personnel; ability to implement and/or improve operational management and other internal risk controls and processes and reporting system and procedures; regulatory limitations on dividends from the Company's bank subsidiary; changes in estimates of future loan reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; widespread natural and other disasters, dislocations, political instability, acts of war or terrorist activities, cyberattacks or international hostilities; impact of reputational risk; and success at managing the risks involved in the foregoing items. The Company can give no assurance that any goal or plan or expectation set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements. The forward-looking statements are made as of the date of this press release, and the Company does not intend, and assumes no obligation, to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law.

 

Contact: 

 

 

Exhibit 99.2

 

NBH Bank, N.A. to Convert to Colorado State Charter

 

Company Release – November 4, 2015

 

GREENWOOD VILLAGE, Colo.--(PR Newswire)-- National Bank Holdings Corporation (NYSE: NBHC) today announced that its subsidiary, NBH Bank,  N.A. (the “Bank”), filed an application with the Colorado Division of Banking (the “DOB”) to convert from a national association to a Colorado state-chartered bank, and also filed a notice of the charter conversion with its current primary federal regulator, the Office of the Comptroller of the Currency. The Bank is also in the process of filing an application with the Federal Reserve Bank of Kansas City to remain a member bank of the Federal Reserve System following the charter conversion.

 

As a result of the conversion, the DOB will be the Bank’s primary regulator and the Federal Reserve Bank of Kansas City will be the Bank’s primary federal regulator. Regulatory approval is expected before year-end. Upon conversion, NBH Bank, N.A. will change its name to NBH Bank, but each of the Bank’s brand names (Bank Midwest, Community Banks of Colorado and Hillcrest Bank) will stay the same. The conversion is not expected to affect the Bank’s clients in any way, and they will continue to receive the same protection on deposits through the FDIC.

 

About National Bank Holdings Corporation 

 

National Bank Holdings Corporation is a bank holding company created to build a leading community bank franchise delivering high quality client service and committed to shareholder results. National Bank Holdings Corporation operates a network of 97 banking centers located in Colorado, the greater Kansas City region and Texas. Through the Company’s subsidiary, NBH Bank, N.A., it operates under the following brand names: Bank Midwest in Kansas and Missouri, Community Banks of Colorado in Colorado, and Hillcrest Bank in Texas. More information about National Bank Holdings Corporation can be found at www.nationalbankholdings.com.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements contain words such as “anticipate,” “believe,” “can,” “would,” “should,” “could,” “may,” “predict,” “seek,” “potential,” “will,” “estimate,” “target,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “intend” or similar expressions that relate to the Company’s strategy, plans or intentions. Forward-looking statements involve certain important risks, uncertainties and other factors, any of which could cause actual results to differ materially from those in such statements. Such factors include, without limitation, the risk that the applications discussed above are not approved or that the process of converting charters will have unexpected costs or other consequences, the “Risk Factors” referenced in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission (SEC), other risks and uncertainties listed from time to time in our reports and documents filed with the SEC. The Company can give no assurance that any goal or plan or expectation set forth in forward-looking

statements can be achieved and readers are cautioned not to place undue reliance on such statements. The forward-looking statements are made as of the date of this press release, and the Company does not intend, and assumes no obligation, to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law.

 

Contact: