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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 25, 2022

 

First Busey Corporation

(Exact name of registrant as specified in its charter)

 

Nevada 0-15950 37-1078406

(State or other jurisdiction of

incorporation)

(Commission File Number) (I.R.S. Employer Identification No.)

 

100 W. University Ave.

Champaign, Illinois 61820

(Address of principal executive offices) (Zip code)

 

(217) 365-4544

(Registrant's telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which
registered
Common Stock, $0.001 par value BUSE The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b- 2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 7.01.Regulation FD Disclosure.

 

On May 25, 2022, First Busey Corporation (the “Company”) issued a press release announcing the pricing of an underwritten public offering of $100.0 million aggregate principal amount of its 5.000% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “Notes”). A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

 

The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being “furnished” and will not, except to the extent required by applicable law or regulation, be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor will any of such information or exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 8.01.Other Events.

 

In connection with the offer and sale of the Notes, the Company and Busey Bank (the “Bank”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Piper Sandler & Co. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein, which contains customary representations and warranties by the Company and the Bank, and customary covenants and indemnification provisions. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the complete terms and conditions of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits.

 

  1.1 Underwriting Agreement, dated May 25, 2022, between the Company, the Bank and Piper Sandler & Co. and U.S. Bancorp Investments, Inc.
     
  99.1 Pricing Press Release dated May 25, 2022
     
  104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 27, 2022   First Busey Corporation
     
    By:  /s/ Jeffrey D. Jones
    Name: Jeffrey D. Jones
    Title: Chief Financial Officer

 

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