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EFSC > SEC Filings for EFSC > Form 8-K on 7-Nov-2012All Recent SEC Filings




Entry into a Material Definitive Agreement, Creation of a Dire

Item 1.01. Entry Into A Material Definitive Agreement.

Term Loan Agreement

On November 6, 2012, Enterprise Financial Services Corp (the "Company") entered into a $12 million unsecured term loan agreement (the "Term Loan") with US Bank National Association the proceeds of which are to be used to redeem the Company's preferred stock held by the U.S. Treasury.

The Term Loan has a maturity date of November 6, 2015. The interest rate on the Term Loan is based on one-month LIBOR plus 250 to 325 basis points, depending on the remaining principal balance of the Term Loan (with the current rate set at 325 basis points). Quarterly principal payments in the amount of $300,000 each are due and payable on March 31, June 30, September 30 and December 31, commencing on December 31, 2012. The Term Loan may be paid prior to maturity in whole or in part at the Company's option without penalty or premium.

The Term Loan is subject to the Company's ongoing compliance with a number of customary affirmative and negative covenants and financial covenants.

Any failure to comply with the financial and operating covenants of the Term Loan after any applicable cure periods would constitute a default, which could result in, among other things, the amounts outstanding, including all accrued interest, becoming immediately due and payable.

Repurchase Agreement

On November 7, 2012, the Company repurchased from the United States Department of the Treasury (the "Treasury") all 35,000 outstanding shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the "Series A Preferred") pursuant to a letter agreement with the Treasury of that date (the "Repurchase Agreement"). The Company paid an aggregate purchase price of approximately $35.4 million to the Treasury, which included a $1,000 per share liquidation amount and approximately $399,000 for accrued and unpaid dividends. The Company originally sold the Series A Preferred to the Treasury on December 19, 2008 pursuant to the Treasury's Capital Purchase Program.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included under the caption "Term Loan Agreement" in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 8.01. Other Events.

On November 7, 2012, the Company issued a press release regarding the repurchase of the Series A Preferred. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number    Description

99.1    Press Release dated November 7, 2012.

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