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EFSC > SEC Filings for EFSC > Form 8-K on 18-Mar-2014All Recent SEC Filings




Unregistered Sale of Equity Securities

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 March 14, 2014, at the election of the holder, the remaining $5,000,000 aggregate face amount of the Preferred Securities were converted into a like amount of Subordinated Debentures, which were exchanged into shares of Common Stock, equal to the aggregate face amount of Preferred Securities being exchanged divided by $17.37 (the "Conversion Price"). Upon such conversion, EFSC issued 287,852 shares of Company common stock at the Conversion Price to such holder. As a result of such conversion, there remain no outstanding Preferred Securities. 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 exemption from the registration requirements of the Act provided by Section 3(a)(9) of the Act.

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