Form 8-K COBIZ FINANCIAL INC For: Oct 01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
October 1, 2018
Commission File No. 001-15955
CoBiz Financial Inc.
(Exact name of registrant as specified in its charter)
Colorado | 84-0826324 | |
(State or other jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) | |
1401 Lawrence St, Ste 1200 | ||
Denver, Colorado | 80202 | |
(Address of Principal Executive Offices) | (Zip Code) | |
(303) 312-3400
(Registrant’s telephone number, including area code)
N/A
___________________________________________
(Former name or former address, if changes 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:
|_| 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)).
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
¨ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2.01 Completion of Acquisition or Disposition of Assets
On October 1, 2018, BOK Financial Corporation, an Oklahoma corporation (the “Company”), completed its previously announced merger (the “Merger”) with CoBiz Financial, Inc., a Colorado corporation (“CoBiz”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of June 17, 2018, between CoBiz, the Company, and an Oklahoma corporation and wholly owned subsidiary of the Company, BOKF Merger Corporation Number Sixteen (the “Merger Subsidiary”). At the effective time of the Merger (the “Effective Time”), CoBiz merged with and into the Merger Subsidiary, with the Merger Subsidiary as the surviving corporation in the Merger. Pursuant to the terms of the Merger Agreement, each holder of CoBiz’s common stock, $0.01 par value (the “CoBiz Common Stock”), has the right to receive 0.17 shares of common stock (the “Per Share Stock Consideration”) of the Company, $0.00006 par value (the “Company Common Stock”) and $5.70 in cash (“Per Share Cash Consideration”) for each share of CoBiz Common Stock held immediately prior to the Effective Time, with cash to be paid in lieu of fractional shares (the Per Share Stock Consideration and the Per Share Cash Consideration, the “Merger Consideration”).
Also, at the Effective Time, each outstanding CoBiz stock option (“CoBiz Stock Option”) was cancelled and converted automatically into the right to receive the Merger Consideration with respect to a number of shares of CoBiz Common Stock equal to the (x) product of (A) the number of shares of CoBiz Common Stock subject to such CoBiz Stock Option multiplied by (B) the excess, if any, of (i) the sum of the Per Share Stock Consideration and the Per Share Cash Consideration over (ii) the exercise price per share, divided by (y) the sum of the Per Share Stock Consideration and the Per Share Cash Consideration. Any CoBiz Stock Option that had an exercise price per share of CoBiz Common Stock that was greater than or equal to the sum of (x) Per Share Stock Consideration plus (y) the Per Share Cash Consideration was cancelled in exchange for no consideration.
Also, at the Effective Time, each award in respect of a share of CoBiz Common Stock subject to vesting, repurchase or other lapse restriction granted under the CoBiz Stock Plan that was outstanding immediately prior to the Effective Time (a “CoBiz Restricted Stock Award”), fully vested and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of CoBiz Common Stock underlying such CoBiz Restricted Stock Award.
It is expected that in the first quarter of 2019, CoBiz Bank, a Colorado state bank, will be merged with and into the Company’s wholly-owned subsidiary, BOKF, NA (the “Bank Merger”) with BOKF, NA as the surviving bank in the Bank Merger.
The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, attached as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on June 18, 2018 and incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On September 28, 2018, CoBiz notified NASDAQ that trading in CoBiz Common Stock should be halted prior to the market open on October 1, 2018, and that the listing of the CoBiz Common Stock should be removed. NASDAQ filed a notice of removal from listing of the CoBiz Common Stock on Form 25 with the Securities and Exchange Commission (“SEC”) on September 28, 2018. The Company intends to file a Form 15 with the SEC with respect to the CoBiz Common Stock requesting the deregistration of the CoBiz Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Section 13 and 15(d) of the Exchange Act.
Item 3.03. Material Modification to Right of Securities Holders.
The information set form in Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
In connection with the Merger, Merger Subsidiary assumed certain obligations of CoBiz with respect to its outstanding 5.625% Fixed to Floating Rate Subordinated Notes due June 25, 2030 (the “Subordinated Notes”), as set forth below. Effective as of the Effective Time, CoBiz, Merger Subsidiary and U.S. Bank National Association as trustee, entered into a Second Supplemental Indenture (the “Supplemental Indenture”) dated as of October 1, 2018, pursuant to which Merger Subsidiary assumes the due and punctual payment of the principal of, and interest on, all the Subordinated Notes, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions under the Indenture, dated as of June 25, 2015, between CoBiz and U.S. Bank National Association, as trustee (as supplemented by the First
Supplemental Indenture, dated as of June 25, 2015), relating to the Subordinated Notes.
Item 5.01. Changes in Control of Registrant.
Upon the completion of the Merger on October 1, 2018, CoBiz merged with and into Merger Subsidiary and, accordingly, a change in control of CoBiz occurred. The information set forth in Item 2.01, Item 3.01 and Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 1, 2018, effective as of the Effective Time, CoBiz’s directors resigned from their positions as directors of CoBiz. The directors of CoBiz did not resign because of a disagreement with CoBiz on any matter relating to CoBiz’s operations, policies or practices. The directors of Merger Sub immediately prior to the Effective Time continued as the board of directors of Merger Sub following the Effective Time, and will hold office until their respective successors are duly elected and qualified, or their earlier resignation or removal.
Item 8.01 Other Events
On October 1, 2018, the Company issued a press release announcing the completion of the Merger. A copy of the press release is incorporated herein by reference as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(a) | Exhibits |
Exhibit No. Description
2.1 |
4.1 |
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.
COBIZ FINANCIAL INC.
By: /s/ Lyne Andrich
Lyne Andrich
Chief Operating Officer and
Chief Financial Officer
Date: October 1, 2018
COBIZ FINANCIAL INC.,
BOKF MERGER CORPORATION NUMBER SIXTEEN
and
U.S. BANK NATIONAL ASSOCIATION
as Trustee
_______________
SECOND SUPPLEMENTAL INDENTURE
Dated as of October 1, 2018
To INDENTURE
Dated as of June 25, 2015
_______________
5.625% Fixed to Floating Rate Subordinated Notes due June 25, 2030
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of October 1, 2018, by and among COBIZ FINANCIAL INC., a Colorado corporation (the “Old Issuer”), BOKF MERGER CORPORATION NUMBER SIXTEEN, an Oklahoma corporation (the “New Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States (“Trustee”).
RECITALS
WHEREAS, the Old Issuer and the Trustee have entered into that certain Indenture, dated as of June 25, 2015 (the “Base Indenture”), as supplemented by that certain First Supplemental Indenture, dated as of June 25, 2015 (together with the Base Indenture, the “Original Indenture” and together with this Second Supplemental Indenture, the “Indenture”), pursuant to which the Old Issuer has issued its 5.625% Fixed to Floating Rate Subordinated Notes due June 25, 2030 (the “Notes”);
WHEREAS, the Old Issuer is being merged with and into the New Issuer on or around the date of this Second Supplemental Indenture, with the New Issuer as the surviving entity (the “Merger”);
WHEREAS, in accordance with Section 5.1 of the Base Indenture, the New Issuer is delivering this Second Supplemental Indenture to expressly assume the due and punctual payment of the principal of, and interest on, all the Notes, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed by the Old Issuer;
WHEREAS, the New Issuer, as successor to the Old Issuer, has or is delivering to the Trustee an Officer’s Certificate and Opinion of Counsel required by Sections 5.1, 9.7, 10.4 and 10.5 of the Base Indenture; and
WHEREAS, all requirements necessary to make this Second Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms have been done and performed, and the execution and delivery of this Second Supplemental Indenture has been duly authorized in all respects.
NOW, THEREFORE, in consideration of the premises hereof, the parties have executed and delivered this Second Supplemental Indenture, and the New Issuer and the Trustee agree for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes, as follows:
1.Capitalized Terms.
Any capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Base Indenture.
2.Assumption.
Effective upon the consummation of the Merger (the “Effective Time”), the New Issuer hereby expressly assumes the due and punctual payment of the principal of, and interest on, all the Notes, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed by the Issuer.
3.Miscellaneous.
3.1. | Ratification. Except as expressly amended by this Second Supplemental Indenture, the Original Indenture is in all respects ratified and confirmed and all of the terms, provisions and conditions thereof shall be and remain in full force and effect. Upon and after the Effective Time, the Original Indenture shall be supplemented in accordance herewith, this Second Supplemental Indenture shall form a part of the Original Indenture for all purposes, each reference in the Original Indenture and the Notes to the Indenture shall mean and be a reference to the Original Indenture as amended hereby, |
and each reference in the Original Indenture and the Notes to CoBiz Financial Inc. shall mean and be a reference to BOKF Merger Corporation Number Sixteen, as successor to CoBiz Financial Inc.
3.2. | Address for Notices. All notices or other communications to be addressed to the Old Issuer as contemplated by Section 10.2 of the Indenture shall be addressed to the New Issuer: |
BOKF Merger Corporation Number Sixteen
Bank of Oklahoma Tower
Boston Avenue at Second Street
Tulsa, Oklahoma 74192
Attention: Steven E. Nell, Chief Financial Officer
Fax: (918) 588-6853
Email: [email protected]
3.3. | Trustee Not Responsible for Recitals. The recitals contained herein shall be taken as statements of the Company and not those of the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture. |
3.4. | New York Law To Govern. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. |
3.5. | Severability. In case any provision in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. |
3.6. | Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile or electronic format (i.e., “.pdf” or “.tif”) transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic format (i.e., “.pdf” or “.tif”) shall be deemed to be their original signatures for all purposes. |
3.7. | Benefits of Second Supplemental Indenture. Nothing in this Second Supplemental Indenture or in the Notes, express or implied, shall give to any Person, other than the parties to this Second Supplemental Indenture and their successors under this Second Supplemental Indenture and the Persons in whose names the Notes are registered from time to time, any benefit or any legal or equitable right, remedy or claim under this Second Supplemental Indenture. |
3.8. | Conflict with Original Indenture. If any provision of this Second Supplemental Indenture relating to the Notes is inconsistent with any provision of the Original Indenture, such provision of this Second Supplemental Indenture shall control. |
3.9. | Provisions of Trust Indenture Act Controlling. This Second Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions. If any provision of this Second Supplemental Indenture limits, qualifies, or conflicts with another provision which is required or deemed to be included in this Second Supplemental Indenture by the Trust Indenture Act, such required or deemed provision shall control. |
Signature page follows.
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first written above.
COBIZ FINANCIAL INC. By:__/s/ Lyne Andrich____________________ Name: Lyne AndrichName: Title: EVP, COO & CFO BOKF MERGER CORPORATION NUMBER SIXTEEN |
By:_/s/ Steven E. Nell _________________ |
Name: Steven E. Nell |
Title: Vice-President and Chief Financial Officer |
U.S. BANK NATIONAL ASSOCIATION, as Trustee |
By:_/s/ Steven J. Gomes____________________ |
Name: Steven J. Gomes |
Title: Vice President |
Signature Page to Second Supplemental Indenture (for 2030 Notes)
BOK Financial completes CoBiz acquisition
Company Release - 10/01/2018 07:00
TULSA, Okla., Oct. 01, 2018 (GLOBE NEWSWIRE) -- BOK Financial Corporation (NASDAQ: BOKF) today announced that it has completed the previously announced acquisition of CoBiz Financial Inc. (NASDAQ: COBZ), forming the premier commercial bank in Colorado and Arizona.
“The closing of the acquisition of CoBiz is a prominent milestone for our organization,” said Steven G. Bradshaw, president and chief executive officer of BOK Financial. "The past performance of our two companies, the strength of our reputations, and the synergies between our business models made CoBiz a perfect merger partner for BOK Financial. Today we celebrate the culmination of both organization’s shared goal of serving the needs of our customers, employees, and communities.”
The combined organization is now uniquely positioned to win market share and expand its wide variety of products and services in both the Colorado and Arizona markets. The merger drives an internal rate of return in excess of 20 percent, and BOK Financial expects this acquisition to be six percent accretive to earnings in 2019, and nine percent accretive to earnings in 2020, the first full year with synergies.
The combination also projects to achieve annual cost savings of approximately 40 percent of CoBiz’s non-interest expense, as well as add strength in return on equity and return on assets, and provides further geographic diversity for the banks’ loan and deposit portfolio.
About BOK Financial Corporation
BOK Financial Corporation is a $38 billion regional financial services company based in Tulsa, Oklahoma. The company's stock is publicly traded on NASDAQ under the Global Select market listings (BOKF). BOK Financial's holdings include BOKF, NA, BOK Financial Securities, Inc. and The Milestone Group, Inc. BOKF, NA operates TransFund, Cavanal Hill Investment Management, BOK Financial Asset Management, Inc. and seven banking divisions: Bank of Albuquerque, Bank of Arizona, Bank of Arkansas, Bank of Oklahoma, Bank of Texas, Colorado State Bank and Trust and Mobank. Through its subsidiaries, the company provides commercial and consumer banking, investment and trust services, mortgage origination and servicing, and an electronic funds transfer network. For more information, visit www.bokf.com.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, CoBiz Financial Inc.’s and BOK Financial Corporation’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These 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 and we assume no duty to update forward-looking statements. Actual results may differ materially from current projections.
In addition to factors previously disclosed in CoBiz Financial Inc.’s and BOK Financial Corporation’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: difficulties and delays in integrating CoBiz Financial Inc.’s business or fully realizing cost savings and other benefits; business disruption following the merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of BOK Financial Corporation’s products and services; customer borrowing, repayment,
investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.
Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
Important Additional Information and Where to Find It
In connection with the proposed merger, BOK Financial Corporation filed with the SEC a Registration Statement on Form S-4 that included the Proxy Statement of CoBiz Financial Inc. and a Prospectus of BOK Financial Corporation, as well as other relevant documents concerning the transaction. This communication 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. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER E 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.
A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about BOK Financial Corporation and CoBiz Financial Inc., may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from CoBiz Financial Inc. at ir.cobizfinancial.com or from BOK Financial Corporation by accessing BOK Financial Corporation’s website at www.bokf.com. Copies of the Proxy Statement/Prospectus can also be obtained, free of charge, by directing a request to CoBiz Financial Inc. Investor Relations at CoBiz Financial Inc. Investor Relations, 1401 Lawrence Street, Suite 1200, Denver, CO, by calling (303) 312-3412, or by sending an e-mail to [email protected] or to BOK Financial Corporation Investor Relations at Bank of Oklahoma Tower, Boston Avenue at Second Street, Tulsa, Oklahoma, by calling (918) 588-6000 or by sending an e-mail to [email protected].
Information regarding CoBiz Financial Inc.’s directors and executive officers is contained in CoBiz Financial Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017 and its Proxy Statement on Schedule 14A, dated March 9, 2018, which are filed with the SEC. Information regarding BOK Financial Corporation’s directors and executive officers is contained in BOK Financial Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 and its Proxy Statement on Schedule 14A, dated March 15, 2018, which are filed with the SEC.
For Further Information Contact:
Katy Hall
Corporate Communications
(918) 588-6502
Source: BOK Financial Corporation