enterprise_8k.htm
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)
January 20, 2010
ENTERPRISE FINANCIAL SERVICES
CORP
(Exact name of registrant as specified in its
charter)
| Delaware |
001-15373 |
43-1706259 |
| (State or Other Jurisdiction |
(Commission |
(IRS Employer |
| of Incorporation) |
File Number) |
Identification
No.) |
| 150 N.
Meramec, St. Louis, Missouri |
63105 |
| (Address of principal executive
offices) |
(Zip
Code) |
Registrant’s telephone number, including area
code
(314)
725-5500
(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:
¨ 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))
Item 2.01 Completion of Acquisition or
Disposition of Assets.
On January 20, 2010,
Enterprise Financial Services Corp (“EFSC”) consummated the sale of all of the
membership interests of its wholly-owned indirect subsidiary, Millennium
Brokerage Group, LLC (“MBG”), pursuant to a membership interest purchase
agreement by and among EFSC, Millennium Holding Company, Inc. (“MHC”) and MBG
Acquisitions, LLC (the “Purchaser”). MHC is a wholly-owned subsidiary of EFSC
and was the direct owner of the membership interests of MBG. The Purchaser is
owned by an investor group comprised mostly of former managers of MBG.
In exchange for all
of the membership interests of MBG, the Purchaser paid a total purchase price of
$4.5 million consisting of a $4 million payment at closing and the delivery of
$500,000 secured subordinated promissory note. The terms of the sale include
releases between EFSC, MHC and the Purchaser.
EFSC’s sale of MBG
will result in a $1.6 million pre-tax loss on sale. For financial reporting
purposes, MBG will be treated as a discontinued operation by EFSC.
On January 21, 2010,
EFSC issued a press release announcing the sale of MBG as set forth above. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Not
applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
| |
Exhibit |
|
|
| |
Number |
|
Description |
|
| |
99.1 |
|
Press Release dated January 21,
2010 |
SIGNATURES
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 thereunto duly
authorized.
| |
ENTERPRISE FINANCIAL SERVICES
CORP |
|
|
|
|
|
By: |
| Date: January 21, 2010 |
|
/s/ Deborah N. Barstow |
| |
|
|
Deborah
N. Barstow |
| |
|
|
Senior
Vice President and Controller |