SOUTHERN MISSOURI BANCORP, INC. (Form: 8-K, Received: 03/01/2022 17:45:20)

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 25, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 25, 2022, effective upon completion of the merger of Fortune Financial Corporation (“Fortune”) with and into Southern Missouri Acquisition V Corp (“Merger Sub”), a wholly owned subsidiary of Southern Missouri Bancorp, Inc. (“Southern Missouri”), and the merger of FortuneBank, a subsidiary of Fortune, with and into Southern Bank, a wholly owned subsidiary of Southern Missouri, (collectively, the “Merger”), Daniel L.Jones, Chairman and Chief Executive Officer of Fortune and FortuneBank, became a director of Southern Missouri and Southern Bank. Mr. Jones’s term as a director of Southern Missouri will expire at the 2022 annual meeting of Southern Missouri shareholders. The Board committees to which Mr. Jones will be appointed have not yet been determined. The appointment of Mr. Jones as a director of Southern Missouri was contemplated by and made in accordance with the Agreement and Plan of Merger, dated as of September 28, 2021, by and among Southern Missouri, Merger Sub and Fortune.

As a director of Southern Missouri and Southern Bank, Mr. Jones is expected to be entitled to the same general compensation arrangement as is provided to the other non-employee directors of Southern Missouri and Southern Bank. A description of this arrangement is contained under the heading “Compensation of Directors” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 20, 2021 and is incorporated herein by reference.

Mr. Jones is an affiliate of two entities that each have a site lease with Fortune. These leases were assumed by Southern Missouri in the Merger. Lease payments paid by Fortune to these entities totaled $67,000 in calendar year 2021. In addition, Mr. Jones is an affiliate of an entity that has provided maintenance services for properties acquired by Southern Missouri in the Merger. Payments by Fortune to this entity totaled $61,000 in calendar year 2021. There are no other related party transactions of the kind described in Item 404(a) of Regulation S-K in which Mr. Jones was a participant or in which he has any direct or indirect material interest.

Item 8.01. Other Events

As a result of the Merger, each share of Fortune common stock held immediately prior to completion of the Merger is being exchanged for 0.3025 shares of Southern Missouri common stock or $13.31 in cash (as adjusted based on Fortune’s capital and total number of shares outstanding immediately prior to closing) at the election of the shareholder, subject to the proration and allocation procedures set forth in the Merger agreement. Southern Missouri paid approximately $31.7 million in Merger consideration, comprised of stock and cash at a 60:40 ratio.

A copy of the press release Southern Missouri issued announcing completion of the transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d)Exhibits

99.1Press Release dated February 25, 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: March 1, 2022	By:	/s/ Matthew T. Funke
		Matthew T. Funke
		Executive Vice President and Chief Financial Officer

Ex_99.1

Bancorp Logo (2)

FOR IMMEDIATE RELEASE	Contact: Matt Funke, CFO
February 25, 2022	(573) 778-1800

Southern Missouri Bancorp, Inc.

Announces Completion of Merger with Fortune Financial Corporation

Poplar Bluff, Missouri - Southern Missouri Bancorp, Inc. (“Southern Missouri” or the “Company,” NASDAQ: SMBC), parent company of Southern Bank, Poplar Bluff, Missouri, announced that its merger with Fortune Financial Corporation (“Fortune”), Arnold, Missouri, was completed today. Fortune was the parent company of FortuneBank, which was merged with and into Southern Bank.

Following the completion of the merger, Southern Missouri now operates 52 banking facilities in Missouri, Illinois, and Arkansas. Greg Steffens, President and Chief Executive Officer of Southern Missouri, commented, “We want to welcome the FortuneBank team members and customers to the Southern Bank family. We are looking forward to being a part of these growing markets in the St. Louis MSA and want to become a dependable partner for our customers there by placing an emphasis on impeccable customer service and innovative technology. We’re excited to help people do big things in and around St. Louis.”

In conjunction with the merger, Daniel Jones, Founder, Chairman & CEO of Fortune, has joined the boards of directors of Southern Missouri and Southern Bank. “Our partnership with Southern Missouri, as I have believed from our very first meeting, will be a tremendous benefit to our customers, employees and shareholders. We look forward to continuing to serve our community, as we have for the past 16 years, with the additional products and services brought to us through this partnership,” said Mr. Jones. “I am grateful to our customers, employees and shareholders for these past 16 years. I now look forward to continuing to serve them in my role as market chairman for Southern Missouri.”

As a result of the merger, each share of Fortune common stock held immediately prior to completion of the merger is being exchanged for 0.3025 shares of Southern Missouri common stock or $13.31 in cash (as adjusted based on Fortune’s capital and total number of shares outstanding immediately prior to closing) at the election of the shareholder, subject to the proration and allocation procedures set forth in the merger agreement. Southern Missouri paid approximately $31.7 million in merger consideration, comprised of stock and cash at a 60:40 ratio.

At December 31, 2021, Fortune reported total consolidated assets of $261.2 million, including loans, net, of $199.4 million, and deposits of $219.6 million. On a pro forma basis, the combined entity will hold assets of approximately $3.2 billion, including loans, net, of $2.6 billion, and deposits of $2.8 billion.

The firm of Armstrong Teasdale served as legal advisor to Fortune, while Silver, Freedman, Taff & Tiernan LLP served as legal advisor to Southern Missouri. Piper Sandler served as financial advisor to Fortune.

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: 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.

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