If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box.
¨
The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act.
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1
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NAME OF
REPORTING PERSONS
Bear State Financial Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Arkansas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
None
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8
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SHARED VOTING POWER
18,976,993
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9
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SOLE DISPOSITIVE POWER
None
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10
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SHARED DISPOSITIVE POWER
18,976,993
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,976,993
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
63.2%
(1)
of Common
Stock
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14
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TYPE OF REPORTING PERSON
PN
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(1)
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Based upon 30,026,744 shares of common stock of the Company issued and outstanding following consummation of the Merger (as defined below).
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1
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NAME OF
REPORTING PERSON
Richard N. Massey
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
82,366
(1)
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8
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SHARED VOTING POWER
18,976,993
(2)
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9
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SOLE DISPOSITIVE POWER
82,366
(1)
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10
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SHARED DISPOSITIVE POWER
18,976,993
(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,059,359
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
63.4%
(3)
of Common
Stock
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14
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TYPE OF REPORTING PERSON
IN
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(1)
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Includes (i) 46,923 shares of common stock of the Company and (ii) a warrant to purchase 35,443 shares of common stock of the Company.
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(2)
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As managing member of the Investor with voting and dispositive power over the shares of common stock owned by the Investor, Mr. Massey is deemed to be the beneficial owner of all shares of common stock owned by the
Investor or to be issued to the Investor upon exercise of the warrant described herein.
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(3)
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Based upon 30,026,744 shares of common stock of the Company issued and outstanding following consummation of the Merger (as defined below), plus 35,443 shares of
common stock of the Company issuable upon exercise of the warrant owned by Mr. Massey.
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SCHEDULE 13D/A
Explanatory Note:
This Amendment No. 3 amends, as described below, the Schedule 13D filed with the Securities and Exchange
Commission (the SEC) on May 11, 2011, as amended by Amendment No. 1 thereto, dated March 13, 2013, and Amendment No. 2 thereto, dated March 15, 2013 (the Original Schedule 13D), by Bear State
Financial Holdings, LLC, an Arkansas limited liability company (the Investor), and Mr. Richard N. Massey, the managing member of the Investor. All terms not defined herein shall have the meanings set forth in the Original
Schedule 13D.
Item 1.
Security and Issuer
Item 1. Security and Issuer of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
This Schedule 13D (this Statement) relates to the common stock, $0.01 par value per share (Common Stock), of Bear State Financial, Inc.
(the Company), an Arkansas corporation. The Companys principal executive offices are located at 900 S. Shackleford, Suite 401, Little Rock, Arkansas 72211.
Item 2.
Identity and Background
Paragraphs
(b) and (c) of Item 2. Identity and Background of the Original Schedule 13D are hereby amended and restated in their entirety as follows:
(b) The principal executive offices of the Investor are located at, 900 S. Shackleford, Suite 215, Little Rock, Arkansas 72211 and the business
address of Mr. Massey is 900 S. Shackleford, Suite 401, Little Rock, Arkansas 72211.
(c) The principal business of the Investor is
investing in securities. Mr. Masseys principal occupations include serving as the managing member of the Investor, a member of Westrock Capital Partners, LLC, a private investment partnership located at 900 S. Shackleford, Suite 201,
Little Rock, Arkansas 72211, and Chairman of the Board of Directors and President and Chief Executive Officer of the Company.
Item 3.
Source and
Amount of Funds or Other Consideration
The definition of Securities as set forth in Item 3. Source and Amount of Funds or Other
Consideration of the Original Schedule 13D is hereby replaced in its entirety as follows:
Securities as used in this
Statement shall mean any and all shares of Common Stock and other securities beneficially owned by the Investor.
Item 3. Source and Amount of Funds
or Other Consideration of the Original Schedule 13D is hereby further amended and supplemented by adding the following:
On
July 1, 2013, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with First National Security Company (FNSC) of Hot Springs, Arkansas, pursuant to which FNSC would merge with and into the
Company with the Company surviving (the Merger). In connection with execution of the Merger Agreement, the Company announced its intention to raise approximately $20,000,000 of capital from loans or through the sale of Common Stock to
partially fund the cash portion of the Merger consideration. Also on July 1, 2013, the Company entered into commitment letters (each a Commitment Letter) with five members of the Investor (the Members), including
Mr. Massey and Mr. Scott T. Ford, a director of the Company, for the purposes of backstopping the Companys planned capital raise. Pursuant to the Commitment Letters, each Member committed to purchase 506,329 shares of Common
Stock at a price per share equal to $7.90, which represented the closing price of the Companys common stock as reported on the Nasdaq Stock Market on June 28, 2013. In consideration for their commitments, each of the Members was issued
warrants (each a Commitment Warrant) to purchase 35,443 shares of Common Stock with an exercise price of $7.90 and a five-year term. The Company was entitled to exercise its rights under the Commitment Letters contemporaneously with the
closing of the Merger, and if exercised, intended to apply the proceeds to the cash portion of the Merger consideration.
On July 12,
2013, the Company initiated a private placement of up to 2,531,646 shares of Common Stock to certain accredited investors, including the Investor, at an offering price of $7.90 per share (the Private Placement). On August 23, 2013,
the Investor entered into a subscription agreement (the Subscription Agreement) with the Company pursuant to which the Investor agreed to purchase 2,297,031 shares of Common Stock in the Private Placement. The Company announced its
intention to exercise its rights under the Commitment Letters to backstop the remaining 234,615 shares to be issued in the Private Placement (the Backstop).
On June 13, 2014, the Merger and the Private Placement (including the Backstop) were
consummated. Pursuant to the Subscription Agreement, the Investor purchased 2,297,031 shares of Common Stock at $7.90 per share, and each Member, including Mr. Massey, purchased 46,923 shares of Common Stock at $7.90 per share. In connection
with the closing of the Merger, shareholders of FNSC received, in the aggregate, 6,252,400 shares of Common Stock and $74 million in cash in exchange for their shares of FNSC common stock.
Also on June 13, 2014, the Investor fully exercised the remaining portion of the Investor Warrant for 1,079,000 shares of Common Stock at
an exercise price of $3.00 per share.
The Investor funded its purchase in the Private Placement and its exercise of the Investor Warrant
from working capital, which funds were obtained through one or more capital raises conducted by the Investor. Mr. Massey funded his purchase of Common Stock in the Backstop with personal funds.
Item 4.
Purpose of Transaction
Item 4.
Purpose of Transaction of the Original Schedule 13D is hereby amended and supplemented by adding the following to the end of the first paragraph thereof:
On June 13, 2014, the Investor acquired the shares of Common Stock in the Private Placement pursuant to the Subscription Agreement for the
purposes of (i) assisting the Company with partially funding the cash portion of the Merger consideration and (ii) maintaining its position as the controlling stockholder of the Company. The Investor fully exercised the remaining portion
of the Investor Warrant because the Investor Warrant was in-the-money and scheduled to expire on June 27, 2014.
Item 4. Purpose of
Transaction of the Original Schedule 13D is hereby further amended and supplemented by adding the following:
On June 13, 2014,
Mr. Massey acquired 46,923 shares of Common Stock pursuant to his Commitment Letter in order to backstop the Private Placement.
Item 5.
Interest in Securities of the Issuer
Item 5. Interest in Securities of the Issuer of the Original Schedule 13D is hereby amended and
restated in its entirety as follows:
(a) As of the date of this Amendment No. 3, the Investor beneficially owned 18,976,993 shares of
Common Stock, which represents 63.2% of the Companys issued and outstanding Common Stock. By virtue of his position as the managing member of the Investor, Mr. Massey has voting and dispositive power with respect to the Common Stock
directly held by the Investor and therefore is deemed to be the beneficial owner of all of the shares of Common Stock beneficially owned by the Investor. Also as of the date of this Amendment No. 3, Mr. Massey beneficially owned 82,366
shares of Common Stock (assuming full exercise of his Commitment Warrant). The Investor is not deemed the beneficial owner, and hereby disclaims beneficial ownership, of the shares of Common Stock beneficially owned by Mr. Massey in his
personal capacity, as the Investor has neither voting nor dispositive power over such shares.
Commitment Warrant.
Mr. Masseys Commitment Warrant expires on August 13, 2018, and entitles him to purchase 35,443 shares of Common Stock with an exercise price of $7.90. His Commitment Warrant and the rights thereunder are fully transferrable, in whole
or in part, by Mr. Massey. The form of Commitment Warrant is included as an exhibit to this Statement and incorporated by referenced into this Item.
(b) The managing member of the Investor has the exclusive right to do all things on behalf of the Investor necessary to manage, conduct,
control and operate its business, including the right to vote or to dispose of all securities, including the Securities, held by the Investor. Mr. Massey, as the Investors managing member, has the power to vote and to dispose of the
Securities. As such, Mr. Massey and the Investor are deemed to have shared voting and dispositive power with respect to the Securities. Mr. Massey has sole voting and dispositive power over the 82,366 shares of Common Stock (assuming full
exercise of his Commitment Warrant) that he beneficially owns in his personal capacity.
(c) The Private Placement (including the Backstop) and the Investors exercise of the
Investor Warrant occurred on June 13, 2014.
(d) No person other than the Reporting Persons is known to have the right to receive, or
the power to direct the receipt of dividends from, or proceeds from the sale of, the Securities.
(e) Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer of the Original Schedule
13D is hereby amended and supplemented by adding the following:
The Subscription Agreement and the Commitment Letters granted the Investor
and the Members, including Mr. Massey, customary registration rights with respect to the shares of Common Stock purchased by them, including the shares of Common Stock issuable to the Members upon exercise of the Commitment Warrants. The
Subscription Agreement and the Commitment Letters, as well as the form of registration rights agreement entered into between the Investor, the Members and the Company, are included as exhibits to this Statement and incorporated by reference into
this Item.
In connection with the execution of the Merger Agreement, the Investor entered into a voting agreement with FNSC and John H.
Hendrix, the majority shareholder of FNSC, entered into a voting agreement with the Company pursuant to which such persons, in their capacities as shareholders, agreed, among other things, to vote their respective shares in favor of the approval of
the Merger Agreement and the transactions contemplated thereby. The form of voting agreement executed by the Investor and Mr. Hendrix was attached as an exhibit to the Merger Agreement, which is included as an exhibit to this Statement, and the
form of voting agreement attached to the Merger Agreement is incorporated by reference into this Item.
Item 7.
Material to be Filed as
Exhibits
Item 7. Material to be Filed as Exhibits of the Original Schedule 13D is hereby amended and supplemented by
adding the following:
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E.
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Form of Commitment Letter (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on July 3, 2013).
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F.
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Form of Warrant issued to each of the Investors (incorporated herein by reference to Exhibit 10.9 to the Companys Registration Statement on Form S-4 filed with the SEC on August 27, 2013).
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G.
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Form of Registration Rights Agreement by and between the Company and each of the Members (incorporated herein by reference to Exhibit 10.10 to the Companys Registration Statement on Form S-4 filed with the SEC on
August 27, 2013).
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H.
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Subscription Agreement by and between the Company and the Investor dated August 23, 2013 (incorporated herein by reference to Exhibit 10.11 to the Companys Registration Statement on Form S-4 filed with the
SEC on August 27, 2013).
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I.
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Form of Registration Rights Agreement by and among the Company, the Investor and each of the Members (incorporated herein by reference to Exhibit 10.12 to the Companys Registration Statement on Form S-4 filed with
the SEC on August 27, 2013).
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J.
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Agreement and Plan of Merger by and between the Company and FNSC, dated July 1, 2013 (incorporated herein by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the SEC on
July 3, 2013).
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In addition, the Joint Filing Agreement dated as of May 10, 2011, filed as Exhibit D to the
Original Schedule 13D is hereby incorporated by reference from the Original Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true,
complete and correct.
Dated: June 17, 2014
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BEAR STATE FINANCIAL HOLDINGS, LLC
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By:
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/s/ William Goose Changose
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Name:
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William Goose Changose
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Title:
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Chief Operating Officer
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/s/ Richard N. Massey
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Richard N. Massey
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