Current Report Filing (8-k)
April 24 2019 - 08:31AM
Edgar (US Regulatory)
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)
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April 23, 2019
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BANCFIRST CORPORATION
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(Exact name of registrant as specified in its charter)
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OKLAHOMA
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0-14384
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73-1221379
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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101 North Broadway, Oklahoma City, Oklahoma
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73102
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(405) 270-1086
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(Former name or former address, if changed since last report.)
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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):
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging
growth company
¨
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.
¨
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Item 1.01
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Entry into a Material Definitive Agreement
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BancFirst Corporation Enters Into Agreement To Acquire Pegasus
Bank.
On
April 23, 2019 BancFirst Corporation entered into an agreement to acquire Pegasus Bank (“Pegasus”), for an aggregate
cash purchase price of $122.0 million. Pegasus is a Texas chartered bank with three banking locations in Dallas, Texas. As of
December 31, 2018, Pegasus had approximately $639.1 million in total assets, $367.4 million in loans, and $595.3 million in deposits.
The acquisition is expected to be completed during August 2019 and is subject to regulatory approval. Upon acquisition, the Bank
will continue to operate as “Pegasus Bank” under a separate Texas charter and remain an independent subsidiary of
BancFirst Corporation governed by its existing board of directors. BancFirst Corporation intends to provide an appropriate amount
of capital to increase Pegasus Bank’s ability to approve larger loans and allow Pegasus to continue to grow their assets.
D.A.
Davidson & Co. served as BancFirst Corporation’s financial adviser for this transaction.
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 hereunto duly authorized.
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BancFirst Corporation
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(Registrant)
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Date: April 24, 2019
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/s/ Kevin Lawrence
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Kevin Lawrence
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Executive Vice President
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Chief Financial Officer
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