Exhibit 99.1
SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and dated as of February 10, 2024, between EQUITY BANCSHARES, INC., a Kansas corporation (the “Borrower”), and SERVISFIRST BANK, an Alabama banking corporation (the “Lender”).
R E C I T A L S
A G R E E M E N T
In consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows:
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“Commitment Maturity Date” means the earlier of February 10, 2025, or the date that either the Commitment is terminated or the maturity of any Note is accelerated pursuant to Section 7.02 of this Agreement.
(C) The retail or commercial bank that is the target of such acquisition shall have operated in a manner that is similar to Borrower’s and the Subsidiary Bank’s current business strategy, and shall have operated primarily in the States of Arkansas, Iowa, Kansas, Missouri, Nebraska, and Oklahoma;
(H) There shall be no material adverse change in the consolidated financial condition or business of Borrower since September 30, 2023, or the Subsidiary Bank since December 31, 2023.
(I) Borrower’s and the Subsidiary Bank’s financial statements (including Call Reports, in the case of the Subsidiary Bank) furnished to Lender, including any schedules and notes pertaining thereto, have been prepared in accordance with Generally Accepted Accounting Principles consistently applied, and fully and fairly present the financial condition of Borrower at the dates thereof and the results of operations for the periods covered thereby, and there have been no material adverse changes in the consolidated financial condition or business of Borrower, from September 30, 2023, to the date hereof, or the Subsidiary Bank, from December 31, 2023, to the date hereof;
(J) As of February 10, 2024, neither Borrower nor the Subsidiary Bank has any material Indebtedness of any nature, including, but without limitation, liabilities for taxes and any interest or penalties relating thereto, except to the extent reflected (in a footnote or otherwise) and reserved against in the September 30, 2023, financial statements of Borrower, or the December 31, 2023, Call Report of the Subsidiary Bank, or as disclosed in or permitted by this Agreement, as applicable; Borrower does not know and has no reasonable ground to know of any basis for the assertion against it or the Subsidiary Bank as of September 30, 2023,
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or December 31, 2023, as applicable, of any material Indebtedness of any nature not fully reflected and reserved against in the above referenced respective financial statements or Call Reports, as applicable;
(R) The Subsidiary Bank’s retained earnings, as reported on Schedule RC of the Subsidiary Bank’s most recent quarterly Call Report, were $41,213,000.00.
(2) Indebtedness described in the September 30, 2023, financial statements of Borrower, which includes, without limitation, Borrower’s obligations under or in connection with the trust preferred securities referenced in the September 30, 2023, financial statements of Borrower;
(O) For any reason, the Chief Executive Officer of Borrower or the Subsidiary Bank resigns, is terminated from or otherwise leaves such position, and within one hundred and fifty (150) days after such resignation, termination or other departure, Borrower or the Subsidiary Bank (as applicable) has not appointed an acceptable successor to such position, as determined by Lender in its reasonable discretion. Notwithstanding the foregoing: (i) the death or bona fide medical disability of a Person then serving as the Chief Executive Officer of Borrower or the Subsidiary Bank shall not, in and of itself, give rise to a Default under this Section 7.01(O), and (ii) if after a Default under this Section 7.01(O), Lender does not exercise its right of acceleration under Section 7.02 before the one hundred eighty-first (181st) day after the applicable resignation, termination or other departure, then Lender shall be deemed to have waived such Default.
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Notwithstanding the satisfaction (or waiver) of each of the conditions set forth above and/or the execution of this Amendment by Borrower, this Amendment, in any event, shall not be or become effective and binding upon the parties until executed and accepted by Lender.
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Exhibit 99.1
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written.
BORROWER:
EQUITY BANCSHARES, INC.
By:/s/ Chris M. Navratil
Name: Chris M. Navratil
Title: Executive Vice President and Chief Financial Officer
LENDER:
SERVISFIRST BANK
By:/s/ William Mellown
Name: William Mellown
Title: First Vice President
Signature Page to Seventh Amendment to Loan and Security Agreement
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Exhibit 99.1
SCHEDULE 1 TO
LOAN AND SECURITY AGREEMENT
PENDING LITIGATION
The Borrower is party to various matters of litigation in the ordinary course of business. The Borrower periodically reviews all outstanding pending or threatened legal proceedings and determines if such matters will have an adverse effect on the business, financial condition or results of operations or cash flows. A loss contingency is recorded when the outcome is probable and reasonably able to be estimated. The following loss contingencies have been identified by the Borrower as reasonably possible to result in an unfavorable outcome for the Borrower or the Bank.
Equity Bank is party to a lawsuit filed on January 28, 2022, in the Sedgwick County Kansas District Court on behalf of one of our customers alleging improperly collected overdraft fees. The plaintiff seeks to have the case certified as a class action. The Bank has filed a motion to dismiss this claim on its merits and on the grounds that the defendant must litigate any such claims in arbitration. The Borrower believes that the lawsuit is without merit, and it intends to vigorously defend against the claim asserted. At this time, the Borrower is unable to reasonably estimate the loss amount of this litigation.
Equity Bank is party to a lawsuit filed on February 2, 2022, in Jackson County, Missouri District Court against the Bank on behalf of one of our Missouri customers alleging improperly collected overdraft fees. The plaintiff seeks to have the case certified as a class action. The Borrower believes that the lawsuit is without merit, and it intends to vigorously defend against the claims now asserted. At this time, the Borrower is unable to reasonably estimate the loss amount of this litigation.
Equity Bank is party to a lawsuit filed on February 28, 2023, in Saline County, Missouri District Court against the Bank on behalf of one of our Missouri customers alleging improperly collected overdraft fees. The plaintiff seeks to have the case certified as a class action. The Borrower believes that the lawsuit is without merit, and it intends to vigorously defend against the claims now asserted. At this time, the Borrower is unable to reasonably estimate the loss amount of this litigation.
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