First Busey Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
UNITED STATES
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Current Report
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| Item 1.01 | Entry into a Material Definitive Agreement |
On May 13, 2025, First Busey Corporation (“Busey”) and Busey Bank entered into an Underwriting Agreement (the “Underwriting Agreement”) with Piper Sandler & Co., Morgan Stanley & Co. LLC, and Keefe, Bruyette & Woods, Inc. as representatives for the several underwriters set forth on Schedule A to the Underwriting Agreement (collectively, the “Underwriters”), pursuant to which Busey agreed to sell, and each Underwriter has severally and not jointly agreed to purchase, subject to and upon the terms and conditions set forth therein, an aggregate of 8,000,000 depositary shares (the “Depositary Shares”) each representing a 1/40th ownership interest in a share of Busey’s 8.25% Fixed-Rate Series B Non-Cumulative Perpetual Preferred Stock, $0.001 par value per share, with a liquidation preference of $1,000 per share (equivalent to $25 per Depositary Share), in a public offering pursuant to a Registration Statement on Form S-3 (File No. 333- 274620), and a related prospectus, including the related prospectus supplement, filed by Busey with the Securities and Exchange Commission. The Underwriting Agreement contains various representations, warranties and agreements by Busey, conditions to closing, indemnification rights and obligations of the parties and termination provisions.
The description of the Underwriting Agreement set forth above is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 8.01 | Other Events |
On May 14, 2025, Busey issued a press release announcing the pricing of the underwritten public offering of Depositary Shares. This press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated May 13, 2025. | |
| 99.1 | Press Release, dated May 14, 2025 issued by First Busey Corporation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| FIRST BUSEY CORPORATION | ||||
| Date: | May 14, 2025 | By: | /s/ SCOTT A. PHILLIPS | |
| Scott A. Phillips | ||||
| Interim Chief Financial Officer, Executive Vice President and Chief Accounting Officer |