SOUTHERN MISSOURI BANCORP, INC. (Form: 8-K, Received: 02/14/2022 06:02:19)

0000916907false00009169072022-02-112022-02-11

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) February 11, 2022

SOUTHERN MISSOURI BANCORP, INC.

(Exact name of registrant as specified in its charter)


Missouri	000-23406	43-1665523
(State or other	(Commission File No.)	(IRS Employer
jurisdiction of incorporation)		Identification Number)


2991 Oak Grove Road, Poplar Bluff, Missouri		63901
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (573) 778-1800

N/A

(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	SMBC	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as deﬁned in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 8.01. Other Events

On February 11, 2022, Southern Missouri Bancorp, Inc. and Fortune Financial Corporation issued a press release announcing the election deadline for the form of merger consideration to be received in connection with Southern Missouri’s previously announced acquisition of Fortune Financial Corporation. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d)Exhibits

99.1Press Release dated February 11, 2022

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

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.


	SOUTHERN MISSOURI BANCORP, INC.

Date: February 11, 2022	By:	/s/ Greg A. Steffens
		Greg A. Steffens
		President and Chief Executive Officer

A PICTURE CONTAINING TEXT, CLIPART

DESCRIPTION AUTOMATICALLY GENERATED

Exhibit 99.1

FOR IMMEDIATE RELEASE

February 11, 2022

SOUTHERN MISSOURI BANCORP AND FORTUNE FINANCIAL CORPORATION ANNOUNCE DEADLINE FOR ELECTION OF FORM OF MERGER CONSIDERATION

Poplar Bluﬀ, Missouri - Southern Missouri Bancorp, Inc. (NASDAQ: SMBC, "Southern Missouri"), the parent corporation of Southern Bank, and Fortune Financial Corporation ("Fortune"), the parent company of FortuneBank, today jointly announced that, in connection with Southern Missouri’s pending acquisition of Fortune, the election deadline for record holders of shares of Fortune’s common stock to elect the form of merger consideration they wish to receive in connection with the transaction is February 22, 2022 at 5:00 p.m. CST.

An election will be valid only if a properly completed and signed election form and letter of transmittal, together with all required documents and materials set forth in the election form and letter of transmittal and the instructions thereto, is received by Pacific Stock Transfer, the exchange agent for the transaction (“PST”), by the election deadline. Shareholders with questions should contact PST toll-free at (800) 785-7782.

As previously announced, Fortune shareholders are projected to receive either a ﬁxed exchange ratio of 0.2853 shares of Southern Missouri common stock or a cash payment of $12.55 for each Fortune share, at the election of the shareholders, subject to adjustment based on Fortune’s capital and the total outstanding shares of Fortune at closing, and further subject to proration such that the overall mix of consideration results in a 60:40 ratio of stock to cash. Shareholders who fail to make an election will receive whichever form of consideration is undersubscribed.

The transaction has been approved by Fortune’s shareholders and is also subject to customary closing conditions.

Forward-Looking Information:

Except for the historical information contained herein, the matters discussed in this press release may be deemed to be forward-looking statements that are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to diﬀer materially from the forward-looking statements, including: the requisite regulatory and shareholder approvals for this acquisition might not be obtained, or other conditions to completion of the transaction might not be satisﬁed or waived; expected cost savings, synergies and other beneﬁts from Southern Missouri's merger and acquisition activities, including this acquisition and Southern Missouri's other acquisitions, might not be realized within the anticipated time frames or at all, and costs or diﬃculties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; potential adverse impacts to economic conditions in the Company’s local market areas, other markets where the Company has lending relationships, or other aspects of the Company’s business operations or ﬁnancial markets, generally, resulting from the ongoing COVID-19 pandemic and any governmental or

societal responses thereto; the strength of the United States economy in general and the strength of the local economies in which we conduct operations; ﬂuctuations in interest rates and in real estate values; monetary and ﬁscal policies of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) and the U.S. Government and other governmental initiatives aﬀecting the ﬁnancial

services industry; the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-oﬀs and changes in estimates of the adequacy of the allowance for loan losses; our ability to access cost-eﬀective funding; the timely development of and acceptance of our new products and services and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors’ products and services; ﬂuctuations in real estate values and both residential and commercial real estate markets, as well as agricultural business conditions; demand for loans and deposits in our market area; legislative or regulatory changes that adversely aﬀect our business; changes in accounting principles, policies, or guidelines; results of examinations of us by our regulators, including the possibility that our regulators may, among other things, require us to increase our reserve for loan losses or to write-down assets; the impact of technological changes; and our success at managing the risks involved in the foregoing.

Any forward-looking statements are based upon management's beliefs and assumptions at the time they are made. We undertake no obligation to publicly update or revise any forward-looking statements or to update the reasons why actual results could diﬀer from those contained in such statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed might not occur, and you should not put undue reliance on any forward-looking statements.

Southern Missouri Contact:
Matt Funke, CFO, (573) 778-1800

Fortune Contact:

Daniel L. Jones, Chairman and CEO, (636) 464-9009