First Busey Corporation (“Busey”) (Nasdaq: BUSE), the holding
company for Busey Bank, and CrossFirst Bankshares, Inc.
(“CrossFirst”) (Nasdaq: CFB), the holding company for CrossFirst
Bank, jointly announced today the signing of a definitive agreement
and plan of merger, pursuant to which CrossFirst will merge with
and into Busey (the “Merger”) in an all-common stock transaction
valued at approximately $916.8 million, based on Busey’s closing
stock price of $27.39 as of August 26, 2024. The combined company,
which will operate under the Busey brand, will have approximately
$20 billion in total assets, approximately $17 billion in total
deposits and approximately $13 billion in wealth management assets
under care.
“The partnership between our high-quality franchises is a great
fit from a strategic, financial and cultural perspective, and we
look forward to capitalizing on the many opportunities we see as a
combined company in 2025 and beyond,” said Busey Chairman and CEO
Van Dukeman. “CrossFirst is a natural fit alongside Busey’s
established commercial and wealth management offerings and our
payment technology solutions business, FirsTech, Inc. By leveraging
CrossFirst’s established presence in attractive markets with
compelling growth potential, this partnership is expected to serve
as a catalyst for additional commercial banking growth as well as
expanded opportunities to grow our existing wealth management and
payments businesses. We are excited for our associates, customers
and shareholders to experience our next chapter as Busey and
CrossFirst combine to form a premier commercial bank that maintains
the community bank values our customers and communities expect and
deserve.”
Mike Maddox, CrossFirst CEO, President and Director, stated,
“Founded on the ideals of extraordinary, personal service provided
by outstanding, local bankers, our dedicated associates at
CrossFirst have built strong, trusting relationships with our
clients and the markets we serve. We believe Busey is the right
partner to continue CrossFirst’s customer- and community-focus.
Because of our like-minded cultures, our complementary business
models and manner in which we operate, we are confident this
partnership will create significant benefits for our teams,
customers, communities and shareholders.”
Strategic Benefits of the PartnershipThe
partnership will extend Busey’s regional operating model in the
high-growth metro markets of Kansas City, Wichita, Dallas/Fort
Worth, Denver and Phoenix while bolstering its commercial banking
relationships and offering additional opportunities to grow its
wealth management business and FirsTech, Inc., Busey’s payment
technology solutions subsidiary. The combined company will further
strengthen its deep commitment to and extensive skill set in
commercial banking.
The combination is expected to create a premier full-service
commercial bank serving clients from 77 full-service locations
across 10 states with combined total assets of approximately $20
billion, $17 billion in total deposits, $15 billion in total loans
and $13 billion in wealth assets under care. With a diversified
client, loan and deposit base, this scale provides opportunities to
augment business models through new customer and product
channels.
Through compatible banking philosophies and cultures,
complementary business models, combined capital strength and
increased economies of scale, the combination is expected to
significantly enhance key performance metrics with meaningful
improvements in net interest margin and efficiency, driving
increased profitability and returns to our shareholders. Pro forma
calculations estimate Busey earnings per share accretion of
approximately 20% in 2026, the first full year of combined
operations, excluding one-time merger-related charges and assuming
fully phased-in cost savings. Tangible book value per share
dilution is projected to be modest at -0.6% with a forecasted
earnback period of approximately six months. Capital ratios are
expected to be significantly above “well-capitalized” thresholds
with 9.6% leverage, 11.0% CET1 and 14.1% total risk-based capital.
The transaction is expected to result in an internal rate of return
of over 19%. With a combined loan-to-deposit ratio of 86%, C&D
concentration of 60% and CRE concentration of 250%, the pro forma
company will be well-positioned for future growth.
Both Busey and CrossFirst have extensive experience in
successfully integrating with merger partners and are acutely
focused on ensuring a smooth transition. Between the two management
teams, Busey and CrossFirst have successfully navigated 11 mergers
and integrations since 2013.
Transaction DetailsThe merger has been
unanimously approved by each company’s board of directors.
In the merger, CrossFirst shareholders will receive 0.6675
shares of Busey common stock for each share held of CrossFirst
common stock. CrossFirst’s common shareholders, which currently do
not receive a dividend, will be eligible to receive Busey’s ongoing
dividends as declared following the closing of the merger.
Upon completion of the transaction, Busey’s shareholders will
own approximately 63.5% of the combined company and CrossFirst’s
shareholders will own approximately 36.5% of the combined company,
on a fully-diluted basis, which will continue to trade on the
Nasdaq under the “BUSE” stock ticker symbol.
Completion of the merger is subject to customary closing
conditions, including the approval of both Busey and CrossFirst
shareholders and the regulatory approvals for the holding company
merger and the bank merger. With approvals, the parties expect to
close the holding company merger in the first or second quarter of
2025.
Name and HeadquartersThe combined holding
company will continue to operate under the First Busey Corporation
name and the combined bank will operate under the Busey Bank name.
It is anticipated that CrossFirst Bank will merge with and into
Busey Bank in mid-2025. At the time of the bank merger, CrossFirst
Bank locations will become service centers of Busey Bank.
Busey Bank’s headquarters will remain in Champaign,
Illinois—near where Busey was founded more than 155 years ago. The
majority of Busey’s stable deposit base and wealth management
assets under care are within its legacy footprint.
The headquarters of the holding company will move to Leawood,
Kansas—at the site of the current CrossFirst headquarters in the
Kansas City area, which will be central to the combined company’s
new footprint, providing benefits for ease of travel, accessibility
and visibility.
Governance, Leadership and CultureThe Board of
Directors of the combined company will be comprised of thirteen
(13) members, eight (8) from Busey or Busey Bank and five (5) from
CrossFirst, with Van Dukeman serving as Executive Chairman and CEO,
Mike Maddox as President and Executive Vice Chairman, and Rod
Brenneman—current independent Chairman of the Board of
CrossFirst—as Lead Independent Director.
Management of the combined company will be a combination of both
Busey and CrossFirst executives. Van Dukeman will continue to serve
as Executive Chairman and CEO of Busey and Executive Chairman of
Busey Bank. Mike Maddox will become President and Executive Vice
Chairman of Busey and CEO of Busey Bank. Mr. Maddox will succeed
Mr. Dukeman as CEO of Busey on the earlier of the one-year
anniversary of the bank merger or the 18-month anniversary of the
holding company merger, with Dukeman remaining the Executive
Chairman of both Busey and Busey Bank.
The remainder of the management team of the combined company
will be led by a well-respected group of individuals with
significant financial services and M&A integration experience.
This group will provide continuity of leadership both during and
beyond integration. Current Busey executives—Chief Financial
Officer Jeff Jones, Chief Operating Officer Amy Randolph, Chief
Risk Officer Monica Bowe and General Counsel John Powers—will
remain in their current roles with the combined company. Randy
Rapp, current President of CrossFirst Bank, will assume the role of
President of Busey Bank while Chip Jorstad, Busey’s current
President of Credit and Bank Administration, and Amy Fauss,
CrossFirst’s current Chief Operating Officer, will assume the roles
of Chief Credit Officer and Chief Information and Technology
Officer, respectively.
Both companies support and value an engaged and empowered
workforce and are committed to building an extraordinary,
service-oriented banking experience. Busey has been named among
American Banker’s Best Banks to Work For since 2016; listed among
2023 and 2024’s America’s Best Banks by Forbes; and recognized in
all states where it operates as a Best Place to Work, in addition
to earning various wellness, training and development,
philanthropic and other workplace awards. Similarly, CrossFirst
continues to be honored with prestigious workplace awards including
being recognized as a back-to-back winner of the Don Clifton
Strengths-Based Culture award from Gallup® in 2023 and 2024 and a
Best Place to Work by the Kansas City Business Journal for the past
two years.
AdvisorsRaymond James & Associates, Inc.
served as financial advisor and provided a fairness opinion to the
Board of Directors of Busey, and Sullivan & Cromwell LLP served
as legal counsel to Busey. Keefe, Bruyette & Woods, Inc. A
Stifel Company, served as financial advisor and provided a fairness
opinion to the Board of Directors of CrossFirst, and Squire Patton
Boggs (US) LLP served as legal counsel to CrossFirst.
Investor PresentationFor additional information
on Busey’s planned acquisition of CrossFirst, please refer to the
Investor Presentation filed with the Current Report on Form 8-K
filed on August 27, 2024.
Information to Access Joint Conference Call About the
MergerA special webcast will be held today, Tuesday,
August 27, at 9:30 am Central Time with Busey and CrossFirst
discussing our partnership. This call may also include discussion
of company developments, forward-looking statements and other
material information about business and financial matters.
To listen, the full webcast with audio, slides and available
resources will be available at
https://edge.media-server.com/mmc/p/74nwf87p. If you need to join
by phone, please register to receive the dial in numbers and unique
pin at
https://register.vevent.com/register/BI83613fe5b66647e3b5d664c90884bfb9.
If you are unable to attend, the webcast will be archived on
busey.com/IR and investors.crossfirstbankshares.com after the
call.
About First Busey CorporationAs of June 30,
2024, First Busey Corporation (Nasdaq: BUSE) was an $11.97 billion
financial holding company headquartered in Champaign, Illinois.
Busey Bank, a wholly-owned bank subsidiary of First Busey
Corporation, had total assets of $11.94 billion as of June 30,
2024, and is headquartered in Champaign, Illinois. Busey Bank
currently has 62 banking centers, with 24 in Central Illinois
markets, 14 in suburban Chicago markets, 20 in the St. Louis
Metropolitan Statistical Area, three in Southwest Florida, and one
in Indianapolis. More information about Busey Bank can be found at
busey.com.
Through Busey’s Wealth Management division, the company provides
a full range of asset management, investment, brokerage, fiduciary,
philanthropic advisory, tax preparation, and farm management
services to individuals, businesses, and foundations. Assets under
care totaled $13.02 billion as of June 30, 2024. More information
about Busey’s Wealth Management services can be found at
busey.com/wealthmanagement.
Busey Bank’s wholly-owned subsidiary, FirsTech, Inc.,
specializes in the evolving financial technology needs of small and
medium-sized businesses, highly regulated enterprise industries,
and financial institutions. FirsTech provides comprehensive and
innovative payment technology solutions, including online, mobile,
and voice-recognition bill payments; money and data movement;
merchant services; direct debit services; lockbox remittance
processing for payments made by mail; and walk-in payments at
retail agents. Additionally, FirsTech simplifies client workflows
through integrations enabling support with billing, reconciliation,
bill reminders, and treasury services. More information about
FirsTech can be found at firstechpayments.com.
For the first time, Busey was named among the World’s Best Banks
for 2024 by Forbes, earning a spot on the list among 68 U.S. banks
and 403 banks worldwide. Additionally, Busey Bank was honored to be
named among America’s Best Banks by Forbes magazine for the third
consecutive year. Ranked 40th overall in 2024, Busey was the
second-ranked bank headquartered in Illinois of the six that made
this year’s list and the highest-ranked of those with more than $10
billion in assets. Busey is humbled to be named among the 2023 Best
Banks to Work For by American Banker, the 2023 Best Places to Work
in Money Management by Pensions and Investments, the 2024 Best
Places to Work in Illinois by Daily Herald Business Ledger, and the
2024 Best Companies to Work For in Florida by Florida Trend
magazine. We are honored to be consistently recognized globally,
nationally and locally for our engaged culture of integrity and
commitment to community development.
For more information, visit busey.com.
About CrossFirst Bankshares, Inc.CrossFirst
Bankshares, Inc. (Nasdaq: CFB) is a Kansas corporation and a
registered bank holding company for its wholly owned subsidiary,
CrossFirst Bank. CrossFirst Bank is a full-service financial
institution that offers products and services to businesses,
professionals, individuals, and families. CrossFirst Bank,
headquartered in Leawood, Kansas, has locations in Kansas,
Missouri, Oklahoma, Texas, Arizona, Colorado, and New Mexico.
CrossFirst Bank was organized by a group of financial executives
and prominent business leaders with a shared vision to couple
highly experienced people with technology to offer unprecedented
levels of personal service to clients. CrossFirst Bank strives to
be the most trusted bank serving its markets, which we believe has
driven value for our stockholders. We are committed to a culture of
serving our clients and communities in extraordinary ways by
providing personalized, relationship-based banking. We believe that
success is achieved through establishing and growing the trust of
our clients, employees, stakeholders, and communities. For more
information, visit investors.crossfirstbankshares.com.
First Busey Corporation
Contacts |
For Financials:Jeffrey D. Jones, EVP & CFOFirst Busey
Corporation(217) 365-4130jeff.jones@busey.com |
For Media:Amy L. Randolph, EVP & COOFirst Busey
Corporation(217) 365-4049amy.randolph@busey.com |
|
|
Forward-Looking StatementsThis press release
includes "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, with respect to
Busey's and CrossFirst's beliefs, goals, intentions, and
expectations regarding the proposed transaction, revenues,
earnings, loan production, asset quality, and capital levels, among
other matters; our estimates of future costs and benefits of the
actions we may take; our assessments of probable losses on loans;
our assessments of interest rate and other market risks; our
ability to achieve our financial and other strategic goals; the
expected timing of completion of the proposed transaction; the
expected cost savings, synergies and other anticipated benefits
from the proposed transaction; and other statements that are not
historical facts.
Forward-looking statements are typically identified by such
words as "believe," "expect," "anticipate," "plan," "intend,"
"outlook," "estimate," "forecast," "project," "should," "may,"
"will," “position,” and other similar words and expressions, and
are subject to numerous assumptions, risks, and uncertainties,
which change over time. These forward-looking statements include,
without limitation, those relating to the terms, timing and closing
of the proposed transaction.
Additionally, forward-looking statements speak only as of the
date they are made; Busey and CrossFirst do not assume any duty,
and do not undertake, to update such forward-looking statements,
whether written or oral, that may be made from time to time,
whether as a result of new information, future events, or
otherwise. Furthermore, because forward-looking statements are
subject to assumptions and uncertainties, actual results or future
events could differ, possibly materially, from those indicated in
such forward-looking statements as a result of a variety of
factors, many of which are beyond the control of Busey and
CrossFirst. Such statements are based upon the current beliefs and
expectations of the management of Busey and CrossFirst and are
subject to significant risks and uncertainties outside of the
control of the parties. Caution should be exercised against placing
undue reliance on forward-looking statements. The factors that
could cause actual results to differ materially include the
following: the occurrence of any event, change or other
circumstances that could give rise to the right of one or both of
the parties to terminate the merger agreement; the outcome of any
legal proceedings that may be instituted against Busey or
CrossFirst; the possibility that the proposed transaction will not
close when expected or at all because required regulatory,
stockholder or other approvals are not received or other conditions
to the closing are not satisfied on a timely basis or at all, or
are obtained subject to conditions that are not anticipated (and
the risk that required regulatory approvals may result in the
imposition of conditions that could adversely affect the combined
company or the expected benefits of the proposed transaction); the
ability of Busey and CrossFirst to meet expectations regarding the
timing, completion and accounting and tax treatments of the
proposed transaction; the risk that any announcements relating to
the proposed transaction could have adverse effects on the market
price of the common stock of either or both parties to the proposed
transaction; the possibility that the anticipated benefits of the
proposed transaction will not be realized when expected or at all,
including as a result of the impact of, or problems arising from,
the integration of the two companies or as a result of the strength
of the economy and competitive factors in the areas where Busey and
CrossFirst do business; certain restrictions during the pendency of
the proposed transaction that may impact the parties' ability to
pursue certain business opportunities or strategic transactions;
the possibility that the transaction may be more expensive to
complete than anticipated, including as a result of unexpected
factors or events; diversion of management's attention from ongoing
business operations and opportunities; the possibility that the
parties may be unable to achieve expected synergies and operating
efficiencies in the merger within the expected timeframes or at all
and to successfully integrate CrossFirst's operations and those of
Busey; such integration may be more difficult, time consuming or
costly than expected; revenues following the proposed transaction
may be lower than expected; Busey's and CrossFirst's success in
executing their respective business plans and strategies and
managing the risks involved in the foregoing; the dilution caused
by Busey's issuance of additional shares of its capital stock in
connection with the proposed transaction; effects of the
announcement, pendency or completion of the proposed transaction on
the ability of Busey and CrossFirst to retain customers and retain
and hire key personnel and maintain relationships with their
suppliers, and on their operating results and businesses generally;
changes in interest rates and prepayment rates of Busey's or
CrossFirst's assets fluctuations in the value of securities held in
Busey's or CrossFirst's securities portfolio; concentrations within
Busey's or CrossFirst's loan portfolio (including commercial real
estate loans), large loans to certain borrowers, and large deposits
from certain clients; the concentration of large deposits from
certain clients who have balances above current FDIC insurance
limits and may withdraw deposits to diversify their exposure; the
level of non-performing assets on Busey's or CrossFirst's balance
sheets; the strength of the local, state, national, and
international economy; risks related to the potential impact of
general economic, political and market factors or of exceptional
weather occurrences such as tornadoes, hurricanes, floods,
blizzards, droughts on the companies or the proposed transaction;
the economic impact of any future terrorist threats or attacks,
widespread disease or pandemics or other adverse external events
that could cause economic deterioration or instability in credit
markets; changes in state and federal laws, regulations, and
governmental policies concerning Busey's or CrossFirst's general
business; changes in accounting policies and practices; increased
competition in the financial services sector (including from
non-bank competitors such as credit unions and fintech companies)
and the inability to attract new customers; breaches or failures of
information security controls or cybersecurity-related incidents;
changes in technology and the ability to develop and maintain
secure and reliable electronic systems; the loss of key executives
or associates; changes in consumer spending; unexpected outcomes of
existing or new litigation, investigations, or inquiries involving
Busey (including with respect to Busey's Illinois franchise taxes)
or CrossFirst; other factors that may affect future results of
Busey and CrossFirst and the other factors discussed in the "Risk
Factors" section of each of Busey's and CrossFirst's Annual Report
on Form 10-K for the year ended December 31, 2023, in the "Risk
Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" sections of each of Busey's
and CrossFirst's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2024, and other reports Busey and CrossFirst file
with the U.S. Securities and Exchange Commission (the "SEC").
Additional Information and Where to Find ItIn
connection with the proposed transaction, Busey will file a
registration statement on Form S-4 with the SEC. The registration
statement will include a joint proxy statement of Busey and
CrossFirst, which also constitutes a prospectus of Busey, that will
be sent to stockholders of Busey and CrossFirst seeking certain
approvals related to the proposed transaction.
The information contained herein does not constitute an offer to
sell or a solicitation of an offer to buy any securities or a
solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. INVESTORS AND
SECURITY HOLDERS OF BUSEY AND CROSSFIRST AND THEIR RESPECTIVE
AFFILIATES ARE URGED TO READ, WHEN AVAILABLE, THE REGISTRATION
STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS TO BE
INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY
OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT BUSEY, CROSSFIRST AND THE PROPOSED
TRANSACTION. Investors and security holders will be able to obtain
a free copy of the registration statement, including the joint
proxy statement/prospectus, as well as other relevant documents
filed with the SEC containing information about Busey and
CrossFirst, without charge, at the SEC's website
(http://www.sec.gov). Copies of documents filed with the SEC by
Busey will be made available free of charge in the "SEC Filings"
section of Busey's website, https://ir.busey.com. Copies of
documents filed with the SEC by CrossFirst will be made available
free of charge in the "Investor Relations" section of CrossFirst's
website, https://investors.crossfirstbankshares.com.
Participants in SolicitationBusey, CrossFirst,
and certain of their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction under the rules of the SEC.
Information regarding Busey's directors and executive officers is
available in its definitive proxy statement, which was filed with
the SEC on April 12, 2024, and certain other documents filed by
Busey with the SEC. Information regarding CrossFirst's directors
and executive officers is available in its definitive proxy
statement, which was filed with the SEC on March 26, 2024, and
certain other documents filed by CrossFirst with the SEC. Other
information regarding the participants in the solicitation of
proxies in respect of the proposed transaction and a description of
their direct and indirect interests, by security holdings or
otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with
the SEC. Free copies of these documents, when available, may be
obtained as described in the preceding paragraph.
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