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EFSC > SEC Filings for EFSC > Form 8-K on 15-Aug-2013All Recent SEC Filings

Show all filings for ENTERPRISE FINANCIAL SERVICES CORP

Form 8-K for ENTERPRISE FINANCIAL SERVICES CORP


15-Aug-2013

Unregistered Sale of Equity Securities, Financial Statements a


Item 3.02 Unregistered Sales of Equity Securities.
As previously reported by Enterprise Financial Services Corp, a Delaware corporation ("EFSC" or the "Company") on a Form 8-K filed with the SEC on December 15, 2008, EFSC Capital Trust VIII, a Delaware statutory trust (the "Trust"), previously issued $25,000,000 of preferred securities in the Trust (the "Preferred Securities") and the Company issued to the Trust $25,000,000 of its 9.00% Junior Subordinated Deferrable Interest Debentures due 2038 (the "Subordinated Debentures"). On August 15, 2013, at the election of one of the holders, $20,000,000 aggregate face amount of the Preferred Securities were exchanged for a like amount of Subordinated Debentures, which were immediately converted into shares of Common Stock, equal to the aggregate face amount of Trust Securities being exchanged divided by $17.37 (the "Conversion Price"). Upon such conversion, EFSC issued 1,151,410 shares of Company common stock at the Conversion Price to such holder. As an inducement for the holder's conversion of its Preferred Securities, the Company agreed to issue 25,060 shares of the Company's common stock to the holder and to cause the accrued interest through the date of conversion (otherwise payable on the next regular distribution date for the Preferred Securities) to be paid on the date of the conversion. The issuance of the Company's common stock in connection with the transaction is exempt from registration under the Securities Act of 1933, as amended (the "Act"), in reliance on the exemptions from the registration requirements of the Act for transactions not involving any public offering pursuant to Section 4(a)(2) of the Act.

The press release announcing the conversion is attached as Exhibit 99.1 to this report.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number    Description

99.1     Press release dated August 15, 2013.


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