Bison, Kan.-based Bison State Bank and Kansas City, Mo.-based First Mortgage Solutions LLC have agreed to merge, a regulatory filing recently obtained by S&P Global Market Intelligence said.
Before the merger, all existing bank stockholders will receive 0.49 common share of the bank for each bank share they currently own in a reverse stock split.
First Mortgage Solutions will merge into the bank through an exchange of stock, with First Mortgage Solutions owner and operator Ryan Wiebe receiving 51% of the bank's outstanding stock. The current shareholders will hold 49% of the 250 common shares outstanding.
Bank stockholders' shares will be redeemed. The total shares redeemed, to be held as treasury stock, will total 122.5 shares. The total purchase price for these shares will be $1.1 million or about $4,400 per share.
Simultaneously with the redemption, the bank will raise $990,000 of new equity through the sale of common stock to six investors. Jamie Buchmeier, Eric Hintz and Brian Rowe will each buy $300,000 and current bank directors Danny Deschenes, Don Reinhardt and Arlyn Thielenhaus will each buy $30,000, reducing Wiebe's 100% ownership to 67%.
F. Lawrence Janacaro will serve as president, CEO and director of the resultant institution, which will have 250 pro forma outstanding shares. Wiebe, with 167.5 shares owned, will serve as executive vice president, CFO and chairman.
Buchmeier, Hintz and Rowe, each with 25 shares, will serve as directors and vice presidents. Deschenes and Thielenhaus, each with 2.5 shares, will serve as directors. Reinhardt will also own 2.5 shares.
The pro forma bank will have three offices: the bank in Bison and First Mortgage Solutions' mortgage operation main office in Kansas City and a mortgage loan production office in Lee's Summit, Mo. Plans are pending to close the loan production office once the merger's approval is announced.
SNL data shows that Bison State Bank had assets of $8.3 million as of Sept. 30.