Item 2.01Completion of Acquisition or Disposition of Assets.
On October 1, 2022, National Bank Holdings Corporation, a Delaware corporation (the “Company”), completed the transactions contemplated by the Agreement and Plan of Merger, dated March 31, 2022, by and between the Company and Bancshares of Jackson Hole Incorporated, a Wyoming corporation (“BOJH”) (the “Merger Agreement”), including the merger of BOJH with and into the Company (the “Merger”). The aggregate consideration issued in connection with the Merger was 4,391,964 shares of the Company’s Class A common stock and approximately $51.0 million in cash (including cash issued in lieu of fractional shares and cash issued in connection with cancellation of BOJH stock options). At closing, each shareholder of BOJH common stock received 32.43 shares of the Company’s Class A common stock and $353.36 for each share of BOJH common stock issued and outstanding immediately prior to the effective time of the Merger. Of the shares issued 231,317 shares of the Company’s Class A common stock (approximately $8.6 million based on the Company’s closing stock price on September 30, 2022) are being held in escrow to support certain indemnification obligations under the Merger Agreement (the “Stock Escrow”). Of the cash consideration paid, $200,000 is being held in escrow to serve as security for reimbursement of the expenses incurred by Thomas Biolchini as the representative of BOJH shareholders under the Merger Agreement (the “Cash Escrow”). Any remaining portion of the Stock Escrow and Cash Escrow will be released to the shareholders of BOJH eighteen months after the closing of the Merger. Pursuant to the terms of the Merger Agreement, following the closing of the Merger, the Company will file a prospectus supplement to the prospectus included in the Company’s existing shelf Registration Statement on Form S-3ASR, filed on September 1, 2022. For a period of six (6) months following the closing of the Merger, the BOJH shareholders that are a party to the Voting and Support Agreement, individually and collectively, are prohibited from transferring to a third party in any given day the Company’s Class A common stock in an amount greater than 20% of the average daily trading volume of the Company’s common stock for a 20-day period immediately preceding such day.
Item 3.02Unregistered Sales of Equity Securities.
Pursuant to the Merger Agreement, the Company has acquired all of the outstanding common stock of BOJH in exchange for cash and stock consideration. In exchange for their shares of BOJH common stock, the shareholders of BOJH received approximately $45.5 million of cash consideration and 4,391,964 shares of the Company’s Class A common stock (the “Issued Shares”), 231,317 of such Issued Shares are being held in escrow as described above. The issuance of the Issued Shares was not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”) promulgated thereunder. The disclosures regarding the Merger Agreement and the transactions contemplated thereby, including the Merger and the issuance of the Issued Shares in connection therewith, under Item 2.01 above are incorporated into this Item 3.02 by reference.
Item 7.01Regulation FD.
On October 3, 2022, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(a) Financial statements of business acquired.
