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Section 1: S-4/A (AMENDMENT NO. 1 TO FORM S-4)

Amendment No. 1 to Form S-4
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As filed with the Securities and Exchange Commission on August 15, 2018

Registration No. 333-226211

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Amendment No. 1

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

BOK FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Oklahoma   6021   73-1373454
(State or other jurisdiction of incorporation or organization)   (Primary Standard Industrial Classification Code Number)  

(I.R.S. Employer

Identification Number)

Bank of Oklahoma Tower

Boston Avenue at Second Street

Tulsa, Oklahoma 74192

(918) 588-6000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Frederic Dorwart

Corporate Secretary and General Counsel

124 East 4th Street

Tulsa, Oklahoma 74103

(918) 583-9922

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

 

Tamara R. Wagman

Frederic Dorwart, Lawyers, PLLC

124 E. 4th Street

Old City Hall

Tulsa, Oklahoma 74103

(918) 583-8251

 

Lyne Andrich

Chief Financial Officer &

Chief Operating Officer

CoBiz Financial Inc.

1401 Lawrence Street, Suite 1200

Denver, Colorado 80202

(303) 312-3400

 

Lee Meyerson, Esq.

Elizabeth Cooper, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


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Large accelerated filer      Accelerated filer  
Non-accelerated filer   ☐  (Do not check if a smaller reporting company)    Smaller reporting 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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of
securities to be registered
  Amount to be
registered
  Proposed maximum
offering price
per unit
  Proposed maximum
aggregate offering
price
  Amount of
registration fee

Common Stock, par value $0.00006 per share

  7,231,705(1)   95.27   $688,964,500(2)   $85,780.50(3)(4)

 

 

 

(1)

Represents the maximum number of shares of common stock, par value 0.00006 per share (“BOK common stock”), of the registrant (“BOK”) estimated to be issuable upon completion of the merger described herein, pursuant to the terms of the Agreement and Plan of Merger, dated as of June 17, 2018, by and between CoBiz Financial Inc. (“CoBiz”) and BOK, which is attached to the proxy statement/prospectus as Annex A (the “merger agreement”). This number is based on the product of (a) an exchange ratio of 0.17 shares of BOK common stock for each share of CoBiz common stock and (b) the sum of (i) 42,392,775, the aggregate number of shares of common stock, par value $0.01 per share (“CoBiz common stock”), of CoBiz, outstanding as of July 12, 2018, except for shares of CoBiz common stock owned by CoBiz as treasury stock or otherwise owned by CoBiz, BOK or BOKF Merger Corporation Number Sixteen (“Merger Sub”) (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted), which number includes 348,813 shares of CoBiz common stock granted in respect of outstanding CoBiz restricted stock awards and CoBiz restricted stock awards that may be granted in the future pursuant to the terms of the merger agreement, plus (ii) 146,664, the aggregate number of shares of CoBiz common stock reserved for issuance upon the exercise of CoBiz stock options and stock appreciation rights outstanding as of July 12, 2018.

(2)

The proposed maximum aggregate offering price of the registrant’s common stock, calculated based upon the market value of shares of CoBiz common stock in accordance with Rules 457(c) and 457(f) under the Securities Act, is an amount equal to (a) $688,964,500, calculated as the product of (i) 42,539,439, the estimated number of shares of CoBiz common stock that may be canceled in the merger and exchanged for shares of BOK common stock (calculated as shown in note (1) above), and (ii) $21.90, the average of the high and low prices per share of CoBiz common stock as reported on the NASDAQ Global Select Market on July 12, 2018, minus (b) $242,474,802, the estimated aggregate amount of cash to be paid by BOK to CoBiz shareholders in the merger, calculated as a product of (i) 42,539,439, the estimated number of shares of CoBiz common stock that may be canceled in the merger and exchanged for shares of BOK common stock (calculated as shown in note (1) above), and (ii) $5.70, the cash portion of the merger consideration.

(3)

Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act based on a rate of $124.50 per $1,000,000 of the proposed maximum aggregate offering price.

(4)

Amount previously paid in connection with BOK’s filing of Registration Statement on Form S-4 (No. 533-226211), which was filed with the Securities and Exchange Commission on July 18, 2018.

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

PRELIMINARY PROXY STATEMENT/PROSPECTUS

DATED JULY 17, 2018, SUBJECT TO COMPLETION

 

LOGO

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

[●], 2018

Dear Shareholder:

On June 17, 2018, CoBiz Financial Inc. (which we refer to as “CoBiz”) entered into an Agreement and Plan of Merger (which we refer to as the “merger agreement”) with BOK Financial Corporation (which we refer to as “BOK”). Under the merger agreement, CoBiz will merge with and into BOK Merger Corporation Number Sixteen (which we refer to as “Merger Sub”), with Merger Sub as the surviving corporation, in a transaction that we refer to as the “merger”. Immediately following the merger, or at such later time as BOK may determine, CoBiz’s wholly-owned subsidiary, CoBiz Bank, will merge with and into BOK’s wholly-owned subsidiary, BOKF, National Association, with BOKF, National Association as the surviving bank.

Under the terms and conditions of the merger agreement, each shareholder of CoBiz, as of the record date, will have the right to receive 0.17 shares of BOK common stock and $5.70 in cash for each share of CoBiz common stock (which we refer to as the “merger consideration”) held immediately prior to the merger. The value of the merger consideration will depend on the market price of BOK common stock on the effective date of the merger.

Based on the closing price of BOK common stock on the NASDAQ Global Select Market (which we refer to as “NASDAQ”) on June 15, 2018, the last trading day before public announcement of the merger, the value of the per share merger consideration payable to holders of CoBiz common stock would be $23.02. Based on the closing price of BOK common stock on NASDAQ on August 14, 2018, the last practicable trading date before the date of the attached proxy statement/prospectus, the value of the per share merger consideration payable to holders of CoBiz common stock would be $22.46. Based on the number of shares of CoBiz common stock outstanding and the number of shares of CoBiz common stock issuable pursuant to outstanding CoBiz stock options and restricted stock awards, in each case as of August 14, 2018, the total number of shares of BOK common stock expected to be issued in connection with the merger is approximately 7.2 million. In addition, based on the number of issued and outstanding shares of BOK common stock and CoBiz common stock on August 14, 2018, and based on the exchange ratio of 0.17, holders of shares of CoBiz common stock as of immediately prior to the closing of the merger will hold, in the aggregate, approximately 9.9% of the issued and outstanding shares of BOK common stock immediately following the closing of the merger (without giving effect to any BOK common stock held by CoBiz’s shareholders prior to the merger).

CoBiz will hold a special meeting of its shareholders in connection with the merger. CoBiz’s shareholders will be asked to vote to approve the merger agreement and approve related matters, as described in the attached proxy statement/prospectus. The merger cannot be completed unless, among other things, the holders of at least a majority of the outstanding shares of CoBiz common stock entitled to be cast on the proposal approve the merger agreement.

The special meeting of shareholders of CoBiz will be held at CoBiz’s office at 1401 Lawrence Street, Suite 1200, Denver, Colorado 80202 on September 27, 2018 at 8:00 a.m., local time.

CoBiz’s board of directors has unanimously approved and adopted the merger agreement and the transactions contemplated thereby and recommends that you vote “FOR” the approval of the merger agreement and “FOR” the other matters to be considered at the special meeting.


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The attached proxy statement/prospectus, which serves as the proxy statement for the special meeting of the shareholders of CoBiz and the prospectus for the shares of BOK common stock to be issued in the merger, includes detailed information about the special meeting, the merger and the documents related to the merger. We urge you to read the entire proxy statement/prospectus carefully, including the discussion of the risks related to the merger and owning BOK common stock after the merger in the section titled “Risk Factors” beginning on page [22]. You can also obtain information about CoBiz and BOK from documents that have been filed with the Securities and Exchange Commission that are incorporated in the proxy statement/prospectus by reference.

Shares of BOK common stock are listed on NASDAQ under the symbol “BOKF.” Shares of CoBiz common stock are listed on NASDAQ under the symbol “COBZ.” On August 14, 2018, the last practicable trading day prior to the date of the attached proxy statement/prospectus, the last sales price of BOKF common stock was $98.59 per share, and the last sales price of CoBiz common stock was $22.16 per share. You should obtain current market quotations for both BOK common stock and CoBiz common stock.

Your vote is important. Whether or not you plan to attend the special meeting, please take the time to vote by completing and mailing the enclosed proxy card or by submitting a proxy through the Internet or by telephone as described on the enclosed instructions as soon as possible to make sure your shares are represented at the special meeting. If you submit a properly signed proxy card without indicating how you want to vote, your proxy will be counted as a vote “FOR” the approval of the merger agreement and “FOR” the other matters to be considered at the special meeting. The failure to vote by submitting your proxy or attending the special meeting and voting in person will have the same effect as a vote against approval of the merger agreement. Submitting a proxy now will NOT prevent you from being able to vote in person at the special meeting. If you hold your shares in “street name,” through a bank, broker or other nominee, you should instruct your bank, broker or other nominee how to vote in accordance with the voting instruction form you receive from your bank, broker or other nominee.

Sincerely,

 

LOGO

Steven Bangert

Chairman of the Board and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the merger or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The shares of BOK’s common stock to be issued in the merger are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

This proxy statement/prospectus is dated [●], 2018, and is first being mailed to CoBiz’s shareholders on or about [●], 2018.


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LOGO

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

[●], 2018

To the Shareholders of CoBiz Financial Inc.:

Notice is hereby given that a special meeting of shareholders of CoBiz Financial Inc., a Colorado corporation (which we refer to as “CoBiz”), will be held at CoBiz’s office at 1401 Lawrence Street, Suite 1200, Denver, Colorado 80202 on September 27, 2018 at 8:00 a.m., local time, for the purpose of considering and voting upon the following matters:

 

  1.

the approval of the Agreement and Plan of Merger, dated as of June 17, 2018 (which we refer to as the “merger agreement”), by and among CoBiz, BOK Financial Corporation and BOKF Merger Corporation Number Sixteen (which we refer to as the “merger proposal”);

 

  2.

the approval, on a non-binding, advisory basis, of the compensation that certain executive officers of CoBiz may receive that is based on or otherwise relates to the merger (which we refer to as the “compensation proposal”); and

 

  3.

the approval of one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger proposal (which we refer to as the “adjournment proposal”).

CoBiz’s board of directors has fixed the close of business on August 14, 2018 as the record date for determination of shareholders entitled to notice of and to vote at the special meeting, and only shareholders of record on said date will be entitled to receive notice of and to vote at said meeting.

The affirmative vote of the holders of at least a majority of the outstanding shares of CoBiz common stock entitled to be cast on the proposal at the special meeting is required to approve the merger proposal. Approval of the compensation proposal and approval of the adjournment proposal require the affirmative vote of the holders of at least a majority of the votes cast at the special meeting. CoBiz’s shareholders must approve the merger proposal in order for the merger to occur. CoBiz’s shareholders are not, however, required to approve the compensation proposal or the adjournment proposal in order for the merger to occur. If CoBiz’s shareholders fail to approve the compensation proposal or the adjournment proposal, but approve the merger proposal, the merger may nonetheless occur.

CoBiz’s board of directors has unanimously approved and adopted the merger agreement and the transactions contemplated thereby and recommends that you vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

By Order of the Board of Directors

 

LOGO

Richard J. Dalton

Corporate Secretary

Your vote is important. Whether or not you plan to attend the special meeting, please take the time to vote by completing and mailing the enclosed proxy card or by submitting a proxy through the Internet or by telephone as described on the enclosed instructions as soon as possible to make sure your shares are represented at the special meeting. If you submit a properly signed proxy card without indicating how you want to vote, your proxy will be counted as a vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal. The failure to vote by submitting your proxy or attending the special meeting and voting in person will have the same effect as a vote against approval of the merger agreement. Submitting a proxy now will NOT prevent you from being able to vote in person at the special meeting. If you hold your shares in “street name,” through a bank, broker or other nominee, you should instruct your bank, broker or other nominee how to vote in accordance with the voting instruction form you receive from your bank, broker or other nominee.


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ADDITIONAL INFORMATION

The accompanying proxy statement/prospectus incorporates by reference important business and financial information about BOK and CoBiz from documents filed with the Securities and Exchange Commission (which we refer to as the “SEC”) that are not included in or delivered with the proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by BOK or CoBiz at no cost from the SEC’s website at http://www.sec.gov. The proxy statement/prospectus is available for viewing, printing and downloading at www.envisionreports.com/COBZ. Additionally, you may also request copies of these documents, including documents incorporated by reference in the proxy statement/prospectus, at no cost upon written or oral request by contacting the appropriate company at the following addresses and telephone numbers:

 

BOK Financial Corporation

Bank of Oklahoma Tower

Boston Avenue at Second Street

Tulsa, Oklahoma 74192

Attention: Investor Relations

Telephone: (918) 588-6000

www.investor.bokf.com (“Financial Information” tab under the heading “SEC Filings”)

  

CoBiz Financial Inc.

1401 Lawrence Street, Suite 1200

Denver, Colorado 80202

Attention: Investor Relations

Telephone: (303) 312-3412

www.cobizfinancial.com (“Investor Relations” tab under the heading “SEC Filings”)

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of the CoBiz special meeting. This means that CoBiz’s shareholders requesting documents must do so by September 20, 2018, in order to receive them before the special meeting.

For a more detailed description of the information incorporated by reference in the accompanying proxy statement/prospectus and how you may obtain it, see “Where You Can Find More Information,” beginning on page 102 of the accompanying proxy statement/prospectus.

The accompanying proxy statement/prospectus provides a detailed description of the merger and the merger agreement. We urge you to read the accompanying proxy statement/prospectus, including any documents incorporated by reference into the accompanying proxy statement/prospectus, and its annexes carefully and in their entirety.

If you have any questions concerning the merger, the other matters to be considered at the special meeting or the accompanying proxy statement/prospectus or need assistance voting your shares, please contact CoBiz’s proxy solicitor at the address or telephone number listed below:

MacKenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, NY 10018

 

Banks and brokers should call:

Toll free: 1-800-322-2885

or call collect:1-212-929-5500

  

Shareholders should call:

Toll free: 1-800-322-2885

or call collect:1-212-929-5500

Please do not send your stock certificates at this time. You will be sent separate instructions regarding the surrender of your stock certificates.

You should rely only on the information contained in, or incorporated by reference into, the proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, the proxy statement/prospectus. The proxy statement/prospectus is dated [], 2018, and you should assume that the information in the proxy statement/prospectus is accurate only as of such date unless information specifically indicates that another date applies.

The proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.


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Table of Contents

 

Summary

     1  

Selected Historical Financial Data of BOK

     9  

Selected Historical Financial Data of CoBiz

     10  

Unaudited Comparative Per Share Data

     11  

Comparative Market Price Data and Dividend Information

     13  

Questions and Answers About the Merger and the Special Meeting

     15  

Risk Factors

     22  

Information Regarding Forward-Looking Statements

     29  

The Special Meeting of CoBiz’s Shareholders

     31  

The Proposals

     36  

Proposal No. 1: Merger Proposal

     36  

Proposal No. 2: Compensation Proposal

     36  

Proposal No. 3: Adjournment Proposal

     36  

Information About the Companies

     37  

The Merger

     38  

Terms of the Merger

     38  

Conversion of Shares; Exchange and Payment Procedures

     38  

Background of the Merger

     39  

Recommendation of the CoBiz Board of Directors and Reasons for the Merger

     43  

Certain Unaudited Prospective Financial Information

     45  

Opinion of CoBiz’s Financial Advisor

     47  

BOK’s Board of Directors’ Reasons for the Merger

     54  

Management and Board of Directors of BOK After the Merger

     54  

Interests of CoBiz Directors and Executive Officers in the Merger

     54  

Material U.S. Federal Income Tax Consequences of the Merger

     62  

Regulatory Approvals Required for the Merger

     65  

Stock Exchange Listings

     67  

Delisting and Deregistration of CoBiz Common Stock After the Merger

     67  

Resale of BOK Common Shares

     68  

Voting Agreements

     69  

Merger Agreement

     70  

Effects of the Merger; Merger Consideration

     70  

Closing and Effective Time of the Merger

     70  

Conversion of Shares and Exchange of Certificates

     71  

Treatment of CoBiz Stock Options and Other Equity Awards

     72  

Covenants and Agreements

     72  

Representations and Warranties

     78  

Conditions to the Merger

     81  

Termination; Termination Fee

     82  

Effect of Termination

     83  

Amendments, Extensions and Waivers

     83  

Stock Market Listing

     83  

Board of Directors of BOK and BOKF, National Association

     84  

Fees and Expenses

     84  

Description of BOK Capital Stock

     86  

Common Stock

     86  

Preferred Stock

     86  

Transfer Agent and Registrar

     86  

Restrictions on Ownership

     87  

Comparison of Shareholder Rights

     88  

Appraisal Rights

     95  

Legal Matters

     98  

Experts

     99  

Future CoBiz Shareholder Proposals

     100  

Future BOK Stockholder Proposals

     101  

Where You Can Find More Information

     102  

 

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SUMMARY

This summary highlights selected information from this proxy statement/prospectus. It does not contain all of the information that may be important to you. We urge you to read carefully the entire document and the other documents to which this proxy statement/prospectus refers in order to fully understand the merger and the related transactions. For more information, see “Where You Can Find More Information,” beginning on page 102. Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.

The Merger (page 70)

BOK, Merger Sub and CoBiz have entered into an Agreement and Plan of Merger, dated as of June 17, 2018 (which we refer to as the “merger agreement”). Under the merger agreement, CoBiz will merge with and into Merger Sub, with Merger Sub as the surviving corporation, in a transaction that we refer to as the “merger”. The merger agreement is attached to this proxy statement/prospectus as Annex A. Please carefully read the merger agreement as it is the legal document that governs the merger.

What CoBiz’s Shareholders Will Receive in the Merger (page 70)

If the merger is completed, each outstanding share of CoBiz common stock (except for dissenting shares and specified shares of CoBiz common stock held by CoBiz, BOK or Merger Sub (which specified shares will be cancelled)) held immediately prior to the merger will be converted into the right to receive 0.17 shares of BOK common stock (which we refer to as the “exchange ratio”) and $5.70 in cash (which we refer to collectively as the “merger consideration”).

The following table shows the closing sales prices of CoBiz common stock and BOK common stock as reported on NASDAQ on June 15, 2018, the last full trading day before the public announcement of the signing of the merger agreement and on August 14, 2018, the last practicable trading date before the date of this proxy statement/prospectus. This table also shows the implied value of the merger consideration per share of CoBiz common stock, calculated by multiplying the closing sales prices of BOK common stock on those dates by the exchange ratio of 0.17 shares of BOK common stock per share of CoBiz common stock and then adding the cash consideration of $5.70. The value of the merger consideration that you will receive for each share of CoBiz common stock will depend on the price per share of BOK common stock at the time you receive the BOK common stock. Therefore, the value of the merger consideration may be different than its estimated value based on the current price of BOK common stock or the price of BOK common stock at the time of the special meeting.

 

     CoBiz
Common Stock
     BOK
Common Stock
     Cash
Consideration
     Implied Value Per
Share of CoBiz
Common Stock
 

June 15, 2018

   $ 22.15      $ 101.91      $ 5.70      $ 23.02  

August 14, 2018

   $ 22.16      $ 98.59      $ 5.70      $ 22.46  

What Holders of CoBiz Stock Options and Restricted Stock Awards Will Receive in the Merger (page 72)

At the effective time of the merger, subject to the terms and conditions of the merger agreement, each option granted by CoBiz to purchase shares of CoBiz common stock under the company stock plan, whether vested or unvested, that is outstanding and unexercised immediately prior to the effective time (which we refer to as a “stock option”), shall fully vest and shall be cancelled and converted automatically into the right to receive the merger consideration with respect to a number of shares of CoBiz common stock equal to (x) the product of (A) the number of shares of CoBiz common stock subject to such stock option multiplied by (B) the excess, if any, of (i) the sum of the per share stock consideration and the per share cash consideration over (ii) the exercise



 

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price per share, divided by (y) the sum of the per share stock consideration and the per share cash consideration. The “per share stock consideration” means the exchange ratio of 0.17 times the average of the closing-sale prices of BOK common stock for the five full trading days ending on the trading day immediately preceding the effective time of the merger. The “per share cash consideration” means $5.70 in cash. Any stock option that has an exercise price per share that is greater than or equal to the sum of the per share stock consideration plus the per share cash consideration will be cancelled in exchange for no consideration.

At the effective time of the merger, subject to the terms and conditions of the merger agreement, each CoBiz restricted stock award (which we refer to as a “restricted stock award”) that is outstanding immediately prior to the effective time shall fully vest and shall be cancelled and converted automatically into the right to receive merger consideration with respect to the number of shares of CoBiz common stock subject to such restricted stock award.

Accounting Treatment of the Merger (page 85)

In accordance with current accounting guidance, the merger will be accounted for using the acquisition method.

Material U.S. Federal Income Tax Consequences of the Merger (page 62)

The obligation of BOK and CoBiz to complete the merger is conditioned upon the receipt of legal opinions from their respective counsel to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code.

If the merger qualifies as a reorganization for United States federal income tax purposes, U.S. holders of CoBiz common stock who receive a combination of shares of BOK common stock and cash, other than cash instead of a fractional BOK common share, in exchange for their CoBiz common stock, will recognize gain (but not loss) in an amount equal to the lesser of (x) the amount by which the sum of the fair market value of the shares of BOK common stock and cash (other than cash received instead of a fractional BOK common share) received by such holder in exchange for its shares of CoBiz common stock exceeds the holder’s adjusted basis in its shares of CoBiz common stock, and (y) the amount of cash (other than cash received instead of fractional shares of BOK common stock) received by such holder in exchange for its shares of CoBiz common stock. Generally, any gain recognized upon the exchange will be capital gain, and any such capital gain will be long-term capital gain if the holding period for such shares of CoBiz common stock is more than one year. Depending on certain facts specific to you, gain could instead be characterized as ordinary dividend income.

For more information, see “The MergerMaterial U.S. Federal Income Tax Consequences of the Merger,” beginning on page 62.

Opinion of Bank of America Merrill Lynch, Financial Advisor to CoBiz (page 47)

In connection with the merger, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”), CoBiz’s financial advisor, delivered to CoBiz’s board of directors a written opinion, dated June 17, 2018, as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of CoBiz common stock of the merger consideration to be received by such holders. The full text of the written opinion, dated June 17, 2018, of BofA Merrill Lynch, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex D to this document and is incorporated by reference herein in its entirety. BofA Merrill Lynch provided its opinion to CoBiz’s board of directors (in its capacity as such) for the benefit and use of CoBiz’s board of directors in connection with and for purposes of its evaluation of the merger consideration from a financial point of view. BofA Merrill Lynch’s opinion does not address any other aspect of the merger and no opinion or view was expressed as to the relative



 

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merits of the merger in comparison to other strategies or transactions that might be available to CoBiz or in which CoBiz might engage or as to the underlying business decision of CoBiz to proceed with or effect the merger. BofA Merrill Lynch’s opinion does not constitute a recommendation to any shareholder as to how to vote or act in connection with the proposed merger or any other matter.

Special Meeting of CoBiz’s Shareholders (page 31)

CoBiz will hold its special meeting of shareholders at CoBiz’s office at 1401 Lawrence Street, Suite 1200, Denver, Colorado 80202 on September 27, 2018 at 8:00 a.m., local time. At the special meeting you will be asked to vote for the approval of the merger agreement and the transactions contemplated thereby and to approve related matters, as described beginning on page 36 in “The Proposals.”

You can vote at the CoBiz special meeting of shareholders if you owned CoBiz common stock at the close of business on August 14, 2018. As of that date, there were approximately 42,397,697 shares of CoBiz common stock outstanding and entitled to vote, approximately 3,509,557 of which, or 8.3%, were owned beneficially or of record by directors and officers of CoBiz. You can cast one vote for each share of CoBiz common stock that you owned on that date.

Shareholders representing at least a majority of the shares entitled to vote at the special meeting must be present at the special meeting, either in person or by proxy, for there to be a quorum at the special meeting.

The affirmative vote of the holders of at least a majority of the outstanding shares of CoBiz common stock entitled to be cast on the proposal at the special meeting is required to approve the merger agreement. Assuming a quorum is present, approval of the compensation that certain executive officers of CoBiz may receive that is based on or otherwise relates to the merger (which we refer to as the “compensation proposal”) and approval of one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger proposal (which we refer to as the “adjournment proposal”) require the affirmative vote of the holders of at least a majority of the votes cast at the special meeting. CoBiz’s shareholders must approve the merger proposal in order for the merger to occur. CoBiz’s shareholders are not, however, required to approve the compensation proposal or the adjournment proposal in order for the merger to occur. If CoBiz’s shareholders fail to approve the compensation proposal or the adjournment proposal, but approve the merger proposal, the merger may nonetheless occur.

Recommendation of CoBiz’s Board of Directors (page 43)

CoBiz’s board of directors has determined that the merger is in the best interests of CoBiz and its shareholders. CoBiz’s board of directors unanimously recommends that CoBiz’s shareholders vote “FOR” the approval of the merger agreement and “FOR” the other matters to be considered at the special meeting.

Interests of CoBiz’s Directors and Executive Officers in the Merger (page 54)

In considering the recommendation of CoBiz’s board of directors with respect to the merger, CoBiz’s shareholders should be aware that the directors and executive officers have certain interests in the merger that may be different from, or in addition to, the interests of CoBiz’s shareholders generally. CoBiz’s board of directors was aware of these interests and considered them, among other matters, in making its recommendation that CoBiz’s shareholders vote to approve the merger agreement.

These interests include:

 

   

any outstanding stock options (including those held by executive officers) will vest upon the effective time of the merger and be cancelled and converted into the right to receive the merger consideration with respect to the number of shares of CoBiz common stock based on (x) the number of shares of CoBiz common stock subject to such stock option multiplied by (y) the merger consideration less the applicable exercise price;



 

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any restricted stock awards (including those held by executive officers) will vest upon the effective time of the merger and be cancelled and converted into the right to receive the merger consideration;

 

   

under the merger agreement, CoBiz may establish a cash-based retention program for employees (which may include executive officers) with payments to be paid immediately prior to the effective time or upon an earlier qualifying termination of employment;

 

   

under the merger agreement, CoBiz may establish a cash-based retention program to promote retention through the CoBiz Bank conversion date, with participants (which may include executive officers) and amounts to be mutually agreed between CoBiz and BOK;

 

   

under the merger agreement, BOK is required to honor the bonus plans in place for the fiscal year of closing and, in the event closing occurs prior to the payment of bonuses in respect of any fiscal year, pay continuing CoBiz employees (including executive officers) annual bonuses in cash in respect of such fiscal year in the ordinary course based on actual performance (with any subjective performance criteria deemed achieved at 100% of target levels), including a pro rata bonus payment with respect to those employees whose employment terminates either immediately prior to the closing or following closing and prior to the end of the fiscal year;

 

   

CoBiz’s executive officers are party to employment agreements that provide for severance benefits upon certain qualifying terminations of employment following the effective time of the merger;

 

   

CoBiz’s Chief Executive Officer, Steven Bangert, has been offered the role of Vice Chairman – Colorado of BOKF NA following the effective time of the merger and has entered into an employment contract which is effective upon the closing of the merger;

 

   

under the merger agreement, at or prior to the effective time of the merger, Mr. Bangert, or if Mr. Bangert is unable to be appointed, such other person mutually agreed upon by CoBiz and BOK, will be appointed to the board of directors of BOK and BOKF, National Association; and

 

   

CoBiz’s directors and executive officers are entitled to continued indemnification and insurance coverage under the merger agreement.

For a more complete description of these interests, see “The Merger—Interests of CoBiz’s Directors and Executive Officers in the Merger” beginning on page 54.

BOK’s Board of Directors after the Merger (page 54)

The Board of Directors of BOK shall remain unchanged after the merger except that Steven Bangert shall be elected to the Board of Directors of BOK upon the closing of the merger.

Agreement Not to Solicit Other Offers (page 77)

Under the terms of the merger agreement, CoBiz has agreed not to initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to, or engage or participate in any negotiations concerning, or provide any confidential or nonpublic information or data to, or have or participate in any discussions with any person relating to, or enter into any binding acquisition agreement, merger agreement or other definitive transaction agreement (other than a confidentiality agreement described in this paragraph) relating to, any acquisition proposal. Notwithstanding these restrictions, the merger agreement provides that, under specified circumstances, in response to an unsolicited bona fide written acquisition proposal which, in the good faith judgment of the CoBiz Board of Directors (after receiving the advice of its outside counsel and financial advisors), is or is more likely than not to result in a proposal which is superior to the merger with BOK, if the CoBiz Board of Directors determines in good faith (after receiving the advice of its outside counsel and



 

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financial advisors) that failure to take such actions would more likely than not result in a violation of its fiduciary duties under applicable law, CoBiz may furnish nonpublic information or data regarding CoBiz and participate in discussions or negotiations with such third party, provided that prior to providing any such nonpublic information or data, CoBiz will have provided such information to BOK and entered into a confidentiality agreement with such third party on material terms no less favorable to it than the confidentiality agreement between CoBiz and BOK. For more information, see “The Merger Agreement—Covenants and Agreements,” beginning on page 72.

Regulatory Approvals Required for the Merger (page 65)

Subject to the terms of the merger agreement, both CoBiz and BOK have agreed to use their reasonable best efforts to obtain as promptly as practicable all regulatory approvals necessary or advisable to complete the transactions contemplated by the merger agreement, including the merger and the merger of CoBiz Bank with and into BOKF Bank, with BOKF Bank as the surviving bank (which we refer to as the “bank merger”), and comply with the terms and conditions of such approvals. These approvals include approvals from the Board of Governors of the Federal Reserve System (which we refer to as the “Federal Reserve Board”) and the Office of the Comptroller of the Currency (which we refer to as the “OCC”). BOKF has filed applications to obtain the necessary regulatory approvals. The completion of the merger is subject to the expiration of certain waiting periods and other requirements. Although BOK does not know of any reason why it would not be able to obtain the necessary regulatory approvals in a timely manner, BOK cannot be certain when or if it will obtain them or, if obtained, whether they will contain terms, conditions or restrictions not currently contemplated that will be detrimental to or have a material adverse effect on BOK or its subsidiaries after the completion of the merger. For more information regarding the regulatory approvals to which completion of the merger and bank merger are subject, see “The Merger—Regulatory Approvals Required for the Merger,” beginning on page 65.

Conditions to Complete the Merger (page 81)

The obligations of BOK and CoBiz to complete the merger are each subject to the satisfaction (or waiver, if permitted) of the following conditions:

 

   

receipt of the requisite approval of the CoBiz common shareholders of the merger agreement;

 

   

approval for the listing on NASDAQ of the BOK common stock to be issued in connection with the merger;

 

   

the effectiveness of the registration statement on Form S-4, of which this proxy statement/prospectus is a part, and the absence of a stop order or proceeding initiated or threatened by the SEC for that purpose;

 

   

the receipt of all required regulatory approvals which are necessary to consummate the transactions contemplated by the merger agreement and the expiration of all statutory waiting periods;

 

   

the absence of any order, injunction, decree, statute, rule, regulation or other legal restraint or prohibition preventing the closing of, or which prohibits or makes illegal the closing of, the merger;

 

   

the accuracy of the other party’s representations and warranties as of the date of the merger agreement and as of the closing date of the merger, other than, in most cases, those failures to be true and correct that would not reasonably be likely to have a material adverse effect on the other party;

 

   

the prior performance in all material respects by the other party of the obligations required to be performed by it at or prior to the closing date of the merger; and

 

   

receipt by each party of an opinion from its counsel as to certain tax matters.



 

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Termination of the Merger Agreement (page 82)

The merger agreement may be terminated at any time prior to the effective time of the merger, whether before or after approval of the merger agreement by CoBiz’s shareholders:

 

   

by mutual written consent of BOK and CoBiz;

 

   

by either BOK or CoBiz, if a required regulatory approval is denied by final, non-appealable action, or if a governmental entity has issued a final, non-appealable order permanently enjoining or otherwise prohibiting or making illegal the closing of the transactions contemplated by the merger agreement, unless the failure to obtain a required regulatory approval is due to the failure of the party seeking to terminate the merger agreement to perform or observe the covenants and agreements of such party set forth in the agreement;

 

   

by either BOK or CoBiz, if the merger has not closed by the close of business on June 17, 2019 (which we refer to as the “termination date”), unless the failure to close by the termination date is due to the failure of the party seeking to terminate the merger agreement to perform or observe the covenants and agreements of such party set forth in the agreement;

 

   

by either BOK or CoBiz, if there is a breach by the other party that would, individually or in the aggregate with other breaches by such party, result in the failure of a closing condition, unless the breach is cured by the earlier of the termination date and 45 days following written notice of the breach (provided that the terminating party is not then in material breach of the merger agreement);

 

   

by BOK, if, (i) prior to the approval by the CoBiz shareholders of the merger agreement, the CoBiz Board of Directors (A) submits the merger agreement to its shareholders without a recommendation for approval, or otherwise withdraws or materially and adversely modifies its recommendation for approval (or publicly discloses an intention to do so), or recommends to its shareholders an acquisition proposal other than the merger, or (B) breaches its obligation to call a shareholder meeting and recommend to its shareholders, in accordance with the terms of the merger agreement, the approval of the merger agreement or materially breaches its obligation to refrain from soliciting alternative acquisition proposals or (ii) a tender offer or exchange offer for 25% or more of CoBiz’s outstanding shares of common stock is commenced (other than by BOK or its subsidiaries) and the CoBiz Board of Directors recommends that CoBiz’s shareholders tender or exchange their shares (or fails to recommend a rejection of such tender or exchange offer within ten business days); or

 

   

by CoBiz, if, (i) the average closing price of BOK common stock during the twenty trading day period ending on the third trading day preceding the closing date is less than its pre-merger announcement price by 17.5% or more, and (ii) BOK’s common stock underperforms the NASDAQ Bank Index by 17.5%, unless BOK were to elect to make a compensating adjustment to the exchange ratio.

For more information, see “The Merger Agreement—Termination; Termination Fee,” beginning on page 82.

Termination Fee (page 82)

If the merger agreement is terminated under certain circumstances, including certain circumstances involving alternative acquisition proposals, changes in the recommendation of CoBiz’s board of directors or CoBiz’s shareholders not approving the merger agreement, CoBiz may be required to pay to BOK a termination fee equal to $34.2 million. This termination fee could discourage other companies from seeking to acquire or merge with CoBiz. For more information, see ““The Merger Agreement—Termination; Termination Fee,” beginning on page 82.



 

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Amendment, Waiver and Extension of the Merger Agreement (page 83)

The merger agreement may be amended by the parties, by action taken or authorized by their respective Boards of Directors, at any time before or after approval of the matters presented in connection with the merger by the shareholders of CoBiz, in writing signed on behalf of each of the parties, provided that after any approval of the merger agreement by the CoBiz shareholders, there may not be, without further approval of such shareholders, any amendment of the merger agreement that requires further approval under applicable law.

Before the completion of the merger, BOK may change the method or structure of effecting the combination of BOK and CoBiz, provided, that no such change may (1) alter or change the merger consideration or the number of shares of BOK common stock received by CoBiz’s shareholders in exchange for each share of CoBiz common stock, (2) adversely affect the tax treatment of CoBiz’s or BOK’s shareholders, (3) adversely affect the tax treatment of BOK or CoBiz or (4) materially impede or delay the closing of the transactions contemplated by the merger agreement in a timely manner.

For more information, see “The Merger Agreement—Amendment, Waiver and Extension of the Merger Agreement,” beginning on page 83.

Voting Agreement (page 69)

On June 17, 2018, BOK entered into Voting Agreements with each of Steven Bangert and Noel N. Rothman. As of August 14, 2018, Mr. Bangert and Mr. Rothman beneficially owned in the aggregate 3,124,816 shares of CoBiz common stock (representing approximately 7.4% of the outstanding shares of CoBiz common stock). Mr. Bangert and Mr. Rothman each agreed, on the terms and subject to the conditions set forth in the voting agreement, to vote their respective shares of CoBiz common stock in favor of the approval of the merger agreement and the approval of the transactions contemplated thereby, including the merger, and other related matters, and to vote against any acquisition proposal. The voting agreements will terminate on the earliest to occur of (i) the effective time of the merger, and (ii) the termination of the merger agreement. Copies of the voting agreements are attached to this proxy statement/prospectus as Annex B-1 and Annex B-2 and are incorporated by reference herein in their entirety. For more information, see “Voting Agreements,” beginning on page 69.

Appraisal Rights (page 95)

CoBiz is incorporated under Colorado law. Under Article 113 of the Colorado Business Corporation Act (which we refer to as the “CBCA”), CoBiz shareholders have the right to dissent from the proposed merger and, subject to certain conditions provided for under the Colorado dissenters’ rights statutes, are entitled to receive payment of the fair value of their CoBiz common stock. CoBiz shareholders will be bound by the terms of the merger unless they dissent by complying with all of the requirements of the Colorado dissenters’ rights statutes. For more information, see “The Merger—Appraisal Rights,” beginning on page 95.

Differences Between Rights of BOK Stockholders and CoBiz’s Shareholders (page 88)

As a result of the merger, the holders of CoBiz common stock will become holders of BOK common stock. Following the merger, CoBiz’s shareholders will have different rights as stockholders of BOK than as shareholders of CoBiz due to the different provisions of the governing documents and the governing law of BOK and CoBiz. For additional information regarding the different rights as stockholders of BOK than as shareholders of CoBiz, see “Comparison of Shareholder Rights,” beginning on page 88.



 

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Risk Factors (page 22)

You should consider all the information contained in or incorporated by reference into this proxy statement/prospectus in deciding how to vote for the proposals presented in the proxy statement/prospectus. In particular, you should consider the factors described under “Risk Factors” beginning on page 22.

The Parties (page 37)

BOK Financial Corporation

Boston Avenue at Second Street

Tulsa, Oklahoma 74192

(918) 588-6000

BOK was incorporated in Oklahoma in 1990 as a financial holding company governed by the Bank Holding Company Act of 1956, as amended, BOK offers full service banking in metropolitan areas of Oklahoma, Texas, New Mexico, Northwest Arkansas, Colorado, Arizona, and Kansas/Missouri. At March 31, 2018, BOK reported total consolidated assets of $33.4 billion. BOKF, NA is a wholly owned subsidiary bank of BOK. BOKF, NA operates TransFund, Cavanal Hill Investment Management, BOK Financial Asset Management, Inc. and seven banking divisions: Bank of Albuquerque, Bank of Arizona, Bank of Arkansas, Mobank, Bank of Oklahoma, Bank of Texas and Colorado State Bank and Trust. Other wholly owned subsidiaries of BOK include BOK Financial Securities, Inc., a broker/dealer that primarily engages in retail and institutional securities sales and municipal bond underwriting and The Milestone Group, Inc., an investment adviser to high net worth clients. As of December 31, 2017, BOK and its subsidiaries employed 4,930 full-time equivalent employees.

BOK operates three principal lines of business: Commercial Banking, Consumer Banking and Wealth Management. Commercial Banking includes lending, treasury and cash management services and customer risk management products for small businesses, middle market and larger commercial customers. Commercial Banking also includes the TransFund electronic funds network. Consumer Banking includes retail lending and deposit services, lending and deposit services to small business customers served through the retail branch network and all mortgage banking activities. Wealth Management provides fiduciary services, private bank services and investment advisory services in all markets. Wealth Management also underwrites state and municipal securities and engages in brokerage and trading activities.

BOKF Merger Corporation Number Sixteen

Boston Avenue at Second Street

Tulsa, Oklahoma 74192

(918) 588-6000

Merger Sub, a wholly owned subsidiary of BOK, was incorporated in Oklahoma in 2018 for the sole purpose of effecting the merger.

CoBiz Financial Inc.

1401 Lawrence Street, Suite 1200

Denver, Co 80202

Phone (303) 312-3400

CoBiz was incorporated in Colorado in 1980 and is a financial services company that serves the complete financial needs of businesses, business owners and professionals in Colorado and Arizona. The company’s subsidiaries are: CoBiz Bank, which provides commercial banking services; CoBiz IM, Inc. which offers investment management and wealth planning through CoBiz Wealth; and CoBiz Insurance, Inc. which delivers employee benefits, and property and casualty insurance brokerage. As of March 31, 2018, CoBiz had total assets of $3.8 billion. CoBiz had 538 full-time equivalent employees as of December 31, 2017.



 

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SELECTED HISTORICAL FINANCIAL DATA OF BOK

The following table summarizes financial results achieved by BOK for the periods and at the dates indicated and should be read in conjunction with BOK’s consolidated financial statements and the notes to the consolidated financial statements contained in reports that BOK has previously filed with the SEC. Historical financial information for BOK can be found in its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018 and June 30, 2018 and its Annual Report on Form 10-K for the year ended December 31, 2017. See “Where You Can Find More Information” in the forepart of this proxy statement/prospectus for instructions on how to obtain the information that has been incorporated by reference into this proxy statement/prospectus. Financial amounts as of and for the six months ended June 30, 2018 and 2017 are unaudited (and are not necessarily indicative of the results of operations for the full year or any other interim period), but management of BOK believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its results of operations and financial position as of the dates and for the periods indicated. You should not assume the results of operations for past periods and for the six months ended June 30, 2018 and 2017 indicate results for any future period.

Selected Historical Financial Data for BOK Financial (As Reported)

 

(Dollars in thousands, except

per share data)

 

 

           
    Six Months Ended
June 30,
    Year Ended December 31,  
    2018     2017     2017     2016     2015     2014     2013  

Selected Financial Data

             

For the period:

             

Net interest revenue

  $ 458,298     $ 406,386     $ 841,701     $ 747,228     $ 703,354     $ 665,194     $ 674,477  

Provision for credit losses

    (5,000 )               (7,000 )      65,000       34,000       —         (27,900

Fees and commissions revenue

    316,839       341,836       683,444       686,748       650,646       621,319       603,844  

Operating expense

    490,906       495,596       1,025,517       1,017,590       896,191       847,522       840,620  

Net income attributable to BOK Financial Corporation shareholders

    219,934       176,503       334,644       232,668       288,565       292,435       316,609  

Period-end:

             

Loans

    18,003,696       17,183,645       17,153,424       16,989,660       15,941,154       14,208,037       12,792,264  

Assets

    33,833,107       32,263,532       32,272,160       32,772,281       31,476,128       29,089,698       27,015,432  

Deposits

    22,169,264       22,316,474       22,061,305       22,748,095       21,088,158       21,140,859       20,269,327  

Shareholders’ equity

    3,553,431       3,422,469       3,495,367       3,274,854       3,230,556       3,302,179       3,020,049  

Per Share:

             

Basic earnings per share

    3.36       2.70       5.11       3.53       4.22       4.23       4.61  

Diluted earnings per share

    3.36       2.69       5.11       3.53       4.21       4.22       4.59  

Book value per common share

    54.30       52.32       53.45       50.12       49.03       47.78       43.88  

Cash dividends declared

    0.90       0.88       1.77       1.73       1.69       1.62       1.54  


 

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SELECTED HISTORICAL FINANCIAL DATA OF COBIZ

The following table summarizes financial results achieved by CoBiz for the periods and at the dates indicated and should be read in conjunction with CoBiz’s consolidated financial statements and the notes to the consolidated financial statements contained in reports that CoBiz has previously filed with the SEC. Historical financial information for CoBiz can be found in its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018 and June 30, 2018 and its Annual Report on Form 10-K for the year ended December 31, 2017. See “Where You Can Find More Information” in the forepart of this proxy statement/prospectus for instructions on how to obtain the information that has been incorporated by reference into this proxy statement/prospectus. Financial amounts as of and for the six months ended June 30, 2018 and 2017 are unaudited (and are not necessarily indicative of the results of operations for the full year or any other interim period), but management of CoBiz believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its results of operations and financial position as of the dates and for the periods indicated. You should not assume the results of operations for past periods and for the six months ended June 30, 2018 and 2017 indicate results for any future period.

 

Selected Historical Financial Data for CoBiz Financial Inc. (As Reported)

 

(Dollars in thousands, except

per share data)

 

 

              
     Six Months Ended
June 30,
     Year Ended December 31,  
     2018     2017      2017      2016     2015      2014     2013  

Selected Financial Data

                 

For the period:

                 

Net interest revenue

   $ 69,758     $ 62,083      $ 130,574      $ 116,051     $ 111,676      $ 105,888     $ 95,701  

Provision for credit losses

     (1,226 )      1,280        3,285        (2,101     6,420        (4,155     (8,804

Fees and commissions revenue

     17,170       16,639        34,001        34,160       30,667        27,909       28,606  

Operating expense

     58,924       53,769        107,894        105,231       100,177        94,136       90,912  

Net income attributable to CoBiz Financial Inc. shareholders

     24,375       18,103        32,918        34,899       26,069        29,007       27,611  

Period-end:

                 

Loans

     3,066,254       3,060,954        3,145,563        2,934,105       2,699,205        2,405,575       2,084,359  

Assets

     3,881,875       3,803,490        3,846,272        3,630,313       3,351,767        3,062,166       2,800,691  

Deposits

     3,144,541       3,072,639        3,225,220        3,029,783       2,741,712        2,492,291       2,279,037  

Shareholders’ equity

     346,104       319,470        329,284        302,310       273,536        308,769       281,085  

Per Share:

                 

Basic earnings per share

     0.58       0.43        0.79        0.84       0.63        0.70       0.66  

Diluted earnings per share

     0.58       0.43        0.78        0.84       0.62        0.70       0.66  

Book value per common share

     8.16       7.65        7.80        7.27       6.65        7.57       6.96  

Cash dividends declared

     0.16       0.10        0.21        0.19       0.17        0.15       0.12  


 

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UNAUDITED COMPARATIVE PER SHARE DATA

The following table sets forth the basic earnings, diluted earnings, cash dividend and book value per common share data for BOK and CoBiz on a historical basis and on a pro forma combined basis, for the six months ended June 30, 2018 and 2017 and for the year ended December 31, 2017. The unaudited pro forma data was derived by combining the historical financial information of BOK and CoBiz using the acquisition method of accounting for business combinations, assumes the transaction is completed as contemplated and represents a current estimate based on available information of the combined company’s results of operations. The unaudited pro forma data and equivalent per share information gives effect to the merger as if the transaction had been effective on the dates presented, in the case of the book value data, and as if the transactions had become effective on January 1, 2017, in the case of the earnings per share and dividends declared data. The pro forma financial adjustments record the assets and liabilities of CoBiz at their estimated fair values and are subject to adjustment as additional information becomes available and as additional analysis is performed.

The unaudited pro forma data below is presented for illustrative purposes only. You should not rely on the unaudited pro forma data or equivalent amounts presented below as they are not necessarily indicative of the operating results or financial position that would have occurred if the merger had been completed as of the dates indicated, nor are they necessarily indicative of the future operating results or financial position of the combined company. The pro forma information, although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings, opportunities to earn additional revenue, the impact of merger- and integration-related costs or other factors that may result as a consequence of the merger and, accordingly, does not attempt to predict or suggest future results. The information in the following table is derived from and should be read in conjunction with the historical consolidated financial statements and related notes of BOK and CoBiz, which are incorporated into this document by reference. For more information, see “Selected Historical Financial Data of BOK” and “Selected Historical Financial Data of CoBiz,” beginning on pages 9 and 10, respectively.

 

     BOK As
Reported
     CoBiz As
Reported
     Pro Forma
Combined
BOK(1)
     Pro Forma
Equivalent
Per Share
Information(2)
 

At or for the six months ended June 30, 2018:

           

Basic earnings per share from continuing operations

   $ 3.36      $ 0.58      $ 3.36      $ 0.57  

Diluted earnings per share from continuing operations

     3.36        0.58        3.36        0.57  

Cash dividends(3)

     0.90        0.16        0.90        0.15  

Book value at June 30, 2018(4)

     54.30        8.16        58.24        9.90  

At or for the year ended December 31, 2017:

           

Basic earnings per share from continuing operations

   $ 5.11      $ 0.79      $ 5.05      $ 0.86  

Diluted earnings per share from continuing operations

     5.11        0.78        5.05        0.86  

Cash dividends(3)

     1.77        0.21        1.77        0.30  

Book value at December 31, 2017(4)

     53.45        7.80        57.31        9.74  

At or for the six months ended June 30, 2017:

           

Basic earnings per share from continuing operations

   $ 2.70      $ 0.43      $ 2.67      $ 0.45  

Diluted earnings per share from continuing operations

     2.69        0.43        2.66        0.45  

Cash dividends(3)

     0.88        0.10        0.88        0.15  

Book value at June 30, 2017(4)

     52.32        7.65        55.48        9.43  

 

(1)

Pro forma earnings per share are based on pro forma combined net income and pro forma combined weighted-average common shares outstanding at the end of the period.



 

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(2)

Pro forma equivalent per share information is calculated based on the pro forma combined multiplied by the applicable exchange ratio of 0.17.

 

(3)

Pro forma dividends per share represent BOK’s historical dividends per share.

 

(4)

Pro forma combined BOK book value per common share is calculated based on pro forma combined equity and pro forma combined common shares outstanding at the end of the period.



 

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COMPARATIVE MARKET PRICE DATA AND DIVIDEND INFORMATION

BOK common stock is listed and traded on NASDAQ under the symbol “BOKF.” CoBiz common stock is listed and traded on NASDAQ under the symbol “COBZ.” The following table sets forth, for the calendar quarters indicated, the high and low sales prices per share of BOK common stock, as reported on NASDAQ, and the high and low sales prices of CoBiz common stock, as reported on NASDAQ. In addition, the table also sets forth the quarterly cash dividends per share declared by BOK and CoBiz with respect to their common stock. On August 14, 2018, the last practicable trading day prior to the date of this proxy statement/prospectus, there were 65,437,818 shares of BOK common stock outstanding and approximately 680 registered holders of BOK common stock, and 42,397,697 shares of CoBiz common stock outstanding and approximately 362 registered holders of CoBiz common stock.

 

     BOK      CoBiz  
     High      Low      Dividend      High      Low      Dividend  

2016

                 

First Quarter

   $ 58.60      $ 44.72      $ 0.43      $ 13.20      $ 10.31      $ 0.045  

Second Quarter

   $ 64.61      $ 51.36      $ 0.43      $ 12.87      $ 10.79      $ 0.045  

Third Quarter

   $ 69.31      $ 58.49      $ 0.43      $ 13.42      $ 11.60      $ 0.050  

Fourth Quarter

   $ 84.13      $ 67.72      $ 0.44      $ 17.19      $ 12.40      $ 0.050  

2017

                 

First Quarter

   $ 84.81      $ 75.15      $ 0.44      $ 17.99      $ 15.54      $ 0.050  

Second Quarter

   $ 85.83      $ 74.34      $ 0.44      $ 17.85      $ 15.39      $ 0.050  

Third Quarter

   $ 89.08      $ 77.30      $ 0.44      $ 19.82      $ 16.27      $ 0.055  

Fourth Quarter

   $ 93.50      $ 82.30      $ 0.45      $ 22.01      $ 18.09      $ 0.055  

2018

                 

First Quarter

   $ 107.00      $ 89.82      $ 0.45      $ 21.69      $ 18.42      $ 0.055  

Second Quarter

   $ 106.65      $ 92.39      $ 0.45      $ 23.48      $ 18.02      $ 0.100  

Third Quarter (through August 14, 2018)

   $ 100.45      $ 93.46      $ 0.50      $ 23.41      $ 21.24      $ 0.100  

The following table presents:

 

   

the last reported sale price of a share of CoBiz common stock, as reported on NASDAQ; and

 

   

the last reported sale price of a share of BOK common stock, as reported on NASDAQ,

in each case, on June 15, 2018, the last full trading day prior to the public announcement of the merger, and on August 14, 2018, the last practicable trading day prior to the date of this proxy statement/prospectus. The following table also presents the implied per share value of the BOK common stock that CoBiz’s shareholders would receive for each share of their CoBiz common stock if the merger was completed on those dates:

 

     CoBiz
Common Stock
     BOK
Common Stock
     Cash
Consideration
     Implied Value Per
Share of CoBiz
Common Stock(1)
 

June 15, 2018

   $ 22.15      $ 101.91      $ 5.70      $ 23.02  

August 14, 2018

   $ 22.16      $ 98.59      $ 5.70      $ 22.46  

 

(1)

Calculated by multiplying the closing price of BOK common stock as of the specified date by the exchange ratio of 0.17 and then adding the cash consideration of 5.70.

The market value of the BOK common stock to be issued in exchange for shares of CoBiz common stock upon the completion of the merger will not be known at the time of the CoBiz special meeting. The above tables show only historical comparisons. Because the market prices of BOK common stock and CoBiz common stock will likely fluctuate prior to the merger, these comparisons may not provide meaningful information to CoBiz’s



 

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shareholders in determining whether to adopt the merger agreement. Shareholders are encouraged to obtain current market quotations for both BOK common stock and CoBiz common stock and to review carefully the other information contained in this proxy statement/prospectus or incorporated by reference in this proxy statement/prospectus. For more information, see “Where You Can Find More Information,” beginning on page 102.

The holders of BOK common stock receive dividends as and when declared by BOK’s board of directors out of statutory surplus or from net profits. Following the completion of the merger, subject to approval and declaration by BOK board of directors, BOK expects to continue paying quarterly cash dividends on a basis consistent with past practice. The current annualized rate of distribution on a share of BOK common stock is $2.00 per share.

The merger agreement requires BOK and CoBiz to coordinate with the other for the declaration of any dividends in respect of BOK common stock and CoBiz common stock and the record dates and payment dates relating thereto to ensure that CoBiz’s shareholders do not fail to receive a dividend (or receive two dividends) in any one quarter.



 

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers are intended to address briefly some commonly asked questions regarding the merger and the special meeting. These questions and answers may not address all questions that may be important to you as a shareholder. To better understand these matters, and for a description of the legal terms governing the merger, you should carefully read this entire proxy statement/prospectus, including the annexes, as well as the documents that have been incorporated by reference in this proxy statement/prospectus.

 

Q:

What is the merger?

 

A:

CoBiz and BOK have entered into the merger agreement, under which CoBiz will merge with and into Merger Sub, with Merger Sub as the surviving corporation. Immediately following the merger or at such time as determined by BOK, CoBiz Bank will merge with and into BOKF, National Association, with BOKF, National Association as the surviving bank. A copy of the merger agreement is included in this proxy/statement prospectus as Annex A.

 

Q:

Why am I receiving this proxy statement/prospectus?

 

A:

In order to complete the merger, CoBiz’s shareholders must vote to approve the merger agreement. CoBiz will hold a special meeting of its shareholders to obtain this approval. We are delivering this proxy statement/prospectus to you as both a proxy statement of CoBiz and a prospectus of BOK. It is a proxy statement because CoBiz’s board of directors is soliciting proxies from its shareholders to vote on the approval of the merger agreement at a special meeting of shareholders, and your proxy will be used at the special meeting or at any adjournment or postponement of the special meeting. It is a prospectus because BOK will issue BOK common stock to CoBiz’s shareholders, and this prospectus contains information about that common stock.

This proxy statement/prospectus contains important information about the merger, the merger agreement, the special meeting of CoBiz’s shareholders and other related matters, and you should read it carefully. The enclosed voting materials for the special meeting allow you to vote your shares of CoBiz common stock without attending the special meeting in person. Your vote is important, and we encourage you to submit your proxy as soon as possible.

 

Q:

What am I being asked to vote on?

 

A:

CoBiz’s shareholders are being asked to vote on the following proposals:

 

   

to approve the merger proposal;

 

   

to approve, on a non-binding, advisory basis, the compensation proposal; and

 

   

to approve the adjournment proposal.

 

Q:

What will I receive in the merger?

 

A:

If the merger is completed, CoBiz’s shareholders will be entitled to receive 0.17 shares of BOK common stock and $5.70 cash for each outstanding share of CoBiz common stock held immediately prior to the merger. BOK will not issue any fractional shares of BOK common stock in the merger. Instead, a shareholder of CoBiz who otherwise would have received a fraction of a share of BOK common stock will receive an amount in cash rounded to the nearest whole cent. This cash amount will be determined by multiplying (i) the average of the closing-sale prices of BOK common stock for the five full trading days



 

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  ending on the trading day immediately preceding the effective time of the merger by (ii) the fraction of a share (rounded to the nearest cent) of BOK common stock which such shareholder of CoBiz would otherwise be entitled to receive.

 

Q:

Will the value of the merger consideration change between the date of this proxy statement/prospectus and the time the merger is completed?

 

A:

Yes. Although the merger consideration is fixed, the value of the merger consideration is dependent upon the value of BOK common stock and therefore will fluctuate with the market price of BOK common stock. Accordingly, any change in the price of BOK common stock prior to the merger will affect the market value of the merger consideration that CoBiz’s shareholders will receive as a result of the merger.

 

Q:

Does CoBiz’s board of directors recommend voting in favor of the merger agreement?

 

A:

Yes. After careful consideration, CoBiz’s board of directors unanimously recommends that CoBiz’s shareholders vote “FOR” the approval of the merger agreement.

 

Q:

How will my shares be represented at the special meeting?

 

A:

At the special meeting, the officers named in your proxy card will vote your shares in the manner you requested if you properly signed and submitted your proxy. If you sign your proxy card and return it without indicating how you would like to vote your shares, your proxy will be voted as CoBiz’s board of directors recommends, which is (1) “FOR” the merger agreement proposal, (2) “FOR” the compensation proposal and (3) “FOR” the adjournment proposal.

 

Q:

What are the U.S. federal income tax consequences of the merger to U.S. holders of shares of CoBiz common stock?

 

A:

The obligation of BOK and CoBiz to complete the merger is conditioned upon the receipt of legal opinions from their respective counsel to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code.

If the merger qualifies as a reorganization for United States federal income tax purposes, U.S. holders of CoBiz common stock who receive a combination of shares of BOK common stock and cash, other than cash instead of a fractional share of BOK common stock, in exchange for their CoBiz common stock, will recognize gain (but not loss) in an amount equal to the lesser of (x) the amount by which the sum of the fair market value of the shares of BOK common stock and cash (other than cash received instead of a fractional share of BOK common stock) received by such holder in exchange for its shares of CoBiz common stock exceeds the holder’s adjusted basis in its shares of CoBiz common stock, and (y) the amount of cash (other than cash received instead of fractional shares of BOK common stock) received by such holder in exchange for its shares of CoBiz common stock. Generally, any gain recognized upon the exchange will be capital gain, and any such capital gain will be long-term capital gain if the holding period for such shares of CoBiz common stock is more than one year. Depending on certain facts specific to you, gain could instead be characterized as ordinary dividend income. For more information, see “The MergerMaterial U.S. Federal Income Tax Consequences of the Merger,” beginning on page 62.

 

Q:

What will happen to shares of BOK common stock in the merger?

 

A:

Nothing. Each share of BOK common stock outstanding will remain outstanding as a share of BOK common stock.



 

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Q:

What are the conditions to completion of the merger?

 

A:

The obligations of BOK and CoBiz to complete the merger are subject to the satisfaction or waiver of certain closing conditions contained in the merger agreement, including the receipt of required regulatory approvals, tax opinions and approval of the merger agreement by CoBiz’s shareholders. For more information, see “The Merger Agreement—Conditions to Complete the Merger,” beginning on page 81.

 

Q:

When do you expect the merger to be completed?

 

A:

We will complete the merger when all of the conditions to completion contained in the merger agreement are satisfied or waived, including the receipt of required regulatory approvals and approval of the merger agreement by CoBiz’s shareholders. While we expect the merger to be completed in the fourth quarter of 2018, because fulfillment of some of the conditions to completion of the merger is not entirely within our control, we cannot assure you of the actual timing.

 

Q:

What shareholder approvals are required to complete the merger?

 

A:

The affirmative vote of the holders of at least a majority of the outstanding shares of CoBiz common stock entitled to be cast on the proposal at the special meeting is required to approve the merger agreement. If you fail to vote, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee with respect to the merger proposal, it will have the same effect as a vote “AGAINST” the merger proposal. For BOK, no approval of its stockholders is needed, and no vote will be taken.

 

Q:

When and where is the special meeting?

 

A:

The special meeting of shareholders of CoBiz will be held at CoBiz’s office at 1401 Lawrence Street, Suite 1200, Denver, Colorado 80202 on September 27, 2018 at 8:00 a.m., local time.

 

Q:

Who is entitled to vote at the special meeting?

 

A:

All holders of CoBiz common stock who held shares at the close of business on the record date (August 14, 2018) are entitled to receive notice of and to vote at the special meeting provided that such shares remain outstanding on the date of the special meeting.

 

Q:

What constitutes a quorum for the special meeting?

 

A:

Shareholders representing at least a majority of the shares entitled to vote at the special meeting must be present at the special meeting, either in person or by proxy, for there to be a quorum at the special meeting. Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.

 

Q:

What is the vote required to approve each proposal?

 

A:

Merger proposal:

 

   

Standard: Approval of the merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of CoBiz common stock entitled to be cast on the proposal.

 

   

Effect of abstentions and broker non-votes: If you fail to vote, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee with respect to the merger proposal, it will have the same effect as a vote “AGAINST” the proposal.



 

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Compensation proposal:

 

   

Standard: Approval of the compensation proposal requires the affirmative vote of the holders of at least a majority of the votes cast at the special meeting.

 

   

Effect of abstentions and broker non-votes: If you fail to vote, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee with respect to the compensation proposal, you will not be deemed to have cast a vote with respect to the proposal, and it will have no effect on the proposal.

Adjournment proposal:

 

   

Standard: Approval of the adjournment proposal requires the affirmative vote of the holders of at least a majority of the votes cast at the special meeting.

 

   

Effect of abstentions and broker non-votes: If you fail to vote, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee with respect to the adjournment proposal, you will not be deemed to have cast a vote with respect to the proposal, and it will have no effect on the proposal.

 

Q:

Will CoBiz be required to submit the proposal to approve the merger agreement to its shareholders even if CoBiz’s board of directors has withdrawn, modified or qualified its recommendation?

 

A:

Yes. Unless the merger agreement is terminated before the special meeting, CoBiz is required to submit the proposal to approve the merger agreement to its shareholders even if CoBiz’s board of directors has withdrawn, modified or qualified its recommendation.

 

Q:

Are there any risks that I should consider in deciding whether to vote for approval of the merger agreement?

 

A:

Yes. You should read and carefully consider the risk factors set forth in the section in this proxy statement/prospectus entitled “Risk Factors,” beginning on page 22.

 

Q:

What do I need to do now?

 

A:

You should carefully read and consider the information contained in or incorporated by reference into this proxy statement/prospectus, including its annexes. It contains important information about the merger, the merger agreement, BOK and CoBiz. After you have read and considered this information, you should complete and sign your proxy card and return it in the enclosed postage-paid return envelope or submit a proxy through the Internet or by telephone as soon as possible so that your shares of CoBiz common stock will be represented and voted at the special meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you must direct your bank, broker or other nominee how to vote in accordance with the instructions you have received from your bank, broker or other nominee. “Street name” shareholders who wish to vote in person at the CoBiz special meeting will need to obtain a “legal proxy” from the institution that holds their shares.

 

Q:

If my shares are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote my shares for me?

 

A:

No. Your bank, broker or other nominee cannot vote your shares of CoBiz common stock unless you provide instructions to your bank, broker or other nominee on how to vote. If your shares are held in “street name” through a bank, broker or other nominee, you must provide the record holder of your shares with instructions on how to vote the shares. Please follow the voting instructions provided by the bank, broker or



 

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  other nominee. You may not vote shares held in street name by returning a proxy card directly to CoBiz, or by voting in person at the CoBiz special meeting, unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee. Further, brokers, banks or other nominees who hold shares of CoBiz common stock on behalf of their customers may not give a proxy to CoBiz to vote those shares with respect to any of the proposals without specific instructions from their customers, as brokers, banks and other nominees do not have discretionary voting power on these matters. Failure to instruct your bank, broker or other nominee how to vote will have the same effect as a vote “AGAINST” approval of the merger agreement.

 

Q:

Why is my vote important?

 

A:

If you do not vote, it will be more difficult for CoBiz to obtain the necessary quorum to hold its special meeting. In addition, if you fail to properly submit your proxy card or to instruct your bank, broker or other nominee to vote your shares of CoBiz common stock and you do not attend the special meeting and vote your shares in person, your shares will not be voted. This will have the same effect as a vote “AGAINST” approval of the merger agreement. Approval of the merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of CoBiz common stock entitled to be cast on the proposal. CoBiz’s board of directors unanimously recommends that CoBiz’s shareholders vote “FOR” the approval of the merger agreement.

 

Q:

Can I attend the special meeting and vote my shares in person?

 

A:

Yes. Although CoBiz’s board of directors requests that you return the proxy card accompanying this proxy statement/prospectus, all of CoBiz’s shareholders are invited to attend the special meeting. Shareholders of record on August 14, 2018 can vote in person at the special meeting. If your shares are held in “street name,” you must obtain a “legal proxy,” executed in your favor, from the record holder of your shares, such as a bank, broker or other nominee, to vote your shares in person at the special meeting. If you plan to attend the special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, you must bring a form of personal photo identification with you in order to be admitted to the meeting. You must also bring your admission ticket with you to be admitted to the special meeting. CoBiz reserves the right to refuse admittance to anyone without proper proof of stock ownership or without proper photo identification. Whether or not you intend to be present at the special meeting, you are urged to sign, date and return your proxy card or to vote via the Internet or by telephone, promptly. If you are then present and wish to vote your shares of common stock in person, your original proxy may be revoked by voting at the special meeting.

 

Q:

Can I change my vote after I have submitted my signed proxy card?

 

A:

Yes. If you are a holder of record of CoBiz common stock, you may revoke your proxy at any time by taking any of the following actions before your proxy is voted at the special meeting:

 

   

delivering a written notice bearing a date later than the date of your proxy card to the secretary of CoBiz, stating that you revoke your proxy;

 

   

signing and delivering to the secretary of CoBiz a new proxy card relating to the same shares and bearing a later date;

 

   

casting a new vote through the Internet or by telephone at any time before the closure of the Internet and telephone voting facilities; or

 

   

attending the special meeting and voting in person, although attendance at the special meeting will not, by itself, revoke a proxy.



 

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You should send any written notice of revocation or duly executed proxy, as the case may be, to CoBiz at the following address:

CoBiz Financial Inc.

1401 Lawrence Street, Suite 1200

Denver, Colorado 80202

Attn: Richard J. Dalton, Corporate Secretary

If you hold your shares in “street name” through a bank, broker or other nominee, you should contact your record holder to change your vote.

 

Q:

What happens if I sell my shares after the record date but before the special meeting?

 

A:

The record date of the special meeting is earlier than the date of the special meeting and the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of CoBiz common stock after the record date but before the date of the special meeting, you will retain your right to vote at the special meeting (provided that such shares remain outstanding on the date of the special meeting), but you will not have the right to receive the merger consideration to be received by CoBiz’s shareholders in the merger. In order to receive the merger consideration, you must hold your shares through completion of the merger.

 

Q:

What do I do if I receive more than one proxy statement/prospectus or set of voting instructions?

 

A:

CoBiz’s shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of CoBiz common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you hold shares directly as a record holder and also in “street name” or otherwise through a nominee, you will receive more than one proxy statement/prospectus and/or set of voting instructions relating to the special meeting. These should each be voted and/or returned separately in order to ensure that all of your shares are voted.

 

Q:

Are CoBiz’s shareholders entitled to seek appraisal or dissenters’ rights if they do not vote in favor of the approval of the merger agreement?

 

A:

Yes. Under the CBCA, CoBiz’s shareholders will have appraisal or dissenters’ rights in connection with the merger. For a complete discussion of appraisal rights, see “Appraisal Rights” beginning on page 95.

 

Q:

What happens if the merger is not completed?

 

A:

If the merger is not completed, CoBiz’s shareholders will not receive any consideration for their shares of CoBiz common stock in connection with the merger. Instead, CoBiz will remain an independent, public company, and CoBiz common stock will continue to be listed and traded on NASDAQ. In addition, if the merger agreement is terminated in certain circumstances, a termination fee may be required to be paid by CoBiz. For a complete discussion of the circumstances under which a termination fee will be required to be paid, see “The Merger Agreement—Termination Fee,” beginning on page 82.

 

Q:

Should I send in my stock certificates now?

 

A:

No. After the merger is complete, you will receive separate written instructions for surrendering your shares of CoBiz common stock in exchange for the merger consideration. In the meantime, you should retain your



 

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  stock certificates because they are still valid. Please do not send in your stock certificates with your proxy card.

 

Q:

Where can I find more information about the companies?

 

A:

You can find more information about BOK and CoBiz from the various sources described under “Where You Can Find More Information,” beginning on page 102.

 

Q:

Will a proxy solicitor be used?

 

A:

Yes. CoBiz has engaged MacKenzie Partners, Inc. to assist in the solicitation of proxies for the special meeting, and CoBiz estimates it will pay MacKenzie Partners, Inc. a fee of approximately $15,000 plus certain expenses. CoBiz has also agreed to indemnify MacKenzie Partners, Inc. against certain losses. In addition, CoBiz’s officers and employees may request the return of proxies by telephone or in person, but no additional compensation will be paid to them.

 

Q:

Whom should I call with questions?

 

A:

You may contact BOK or CoBiz at the telephone numbers listed under “Where You Can Find More Information,” beginning on page 102. In each case, please ask to speak with the persons identified in that section. You may also contact MacKenzie Partners, Inc. toll free at 1-800-322-2885.



 

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RISK FACTORS

In addition to the general investment risks and the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the caption “Information Regarding Forward-Looking Statements,” beginning on page 29, you should carefully consider the following risk factors in deciding whether to vote for approval of the merger agreement. You should also consider the other information in this proxy statement/prospectus and the other documents incorporated by reference in this proxy statement/prospectus. For more information, see “Where You Can Find More Information,” beginning on page 102.

Risks Related to the Merger and BOK’s Business upon Completion of the Merger

Because the market price of BOK common stock will fluctuate, CoBiz’s shareholders cannot be certain of the market value of the merger consideration they will receive.

Upon completion of the merger, each outstanding share of CoBiz common stock (except for specified shares of CoBiz common stock held by CoBiz or BOK (which will be cancelled)) will be converted into the right to receive 0.17 shares of BOK common stock and $5.70 cash. The market value of the BOK common stock to be issued in the merger will depend upon the market price of BOK common stock. This market price may vary from the closing price of BOK common stock on the date the merger was announced, on the date that this proxy statement/prospectus was mailed to CoBiz’s shareholders and on the date of the CoBiz special meeting. There will be no adjustment to the merger consideration for changes in the market price of either shares of BOK common stock or CoBiz common stock.

The market price of BOK common stock could be subject to significant fluctuations due to changes in sentiment in the market regarding BOK’s operations or business prospects, including market sentiment regarding BOK’s entry into the merger agreement. These risks may be affected by:

 

   

operating results that vary from the expectations of BOK’s management or of securities analysts and investors;

 

   

developments in BOK’s business or in the financial services sector generally;

 

   

regulatory or legislative changes affecting BOK’s industry generally or its business and operations;

 

   

operating and securities price performance of companies that investors consider to be comparable to BOK;

 

   

changes in estimates or recommendations by securities analysts or rating agencies;

 

   

announcements of strategic developments, acquisitions, dispositions, financings and other material events by BOK or its competitors; and

 

   

changes in global financial markets and economies and general market conditions, such as interest or foreign exchange rates, stock, commodity, oil and gas, credit or asset valuations or volatility.

Accordingly, at the time of the CoBiz special meeting, CoBiz’s shareholders will not necessarily know or be able to calculate the value of the merger consideration they would be entitled to receive upon completion of the merger. You should obtain current market quotations for both BOK common stock and CoBiz common stock.

The market price of BOK common stock after the merger may be affected by factors different from those affecting the shares of BOK or CoBiz currently.

The businesses of BOK and CoBiz differ, and accordingly, the results of operations of the combined company and the market price of the shares of BOK’s common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations and market prices of common stock of each of BOK and CoBiz. For a discussion of the businesses of BOK and CoBiz and of certain

 

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factors to consider in connection with those businesses, see the documents incorporated by reference in this proxy statement/prospectus and referred to under “Where You Can Find More Information,” beginning on page 102.

The success of the merger and integration of BOK and CoBiz will depend on a number of uncertain factors.

The success of the merger will depend on a number of factors, including:

 

   

BOK’s ability to integrate the business acquired from CoBiz in the merger (which we refer to as the “acquired business”) into BOK’s current operations;

 

   

BOK’s ability to limit the outflow of deposits held by its new customers in the acquired business and to successfully retain and manage interest-earning assets (i.e., loans) acquired in the merger;

 

   

BOK’s ability to control the incremental non-interest expense from the acquired business in a manner that enables it to maintain a favorable overall efficiency ratio;

 

   

BOK’s ability to retain certain key employees; and

 

   

BOK’s ability to earn acceptable levels of interest and non-interest income, including fee income, from the acquired business.

Integrating the acquired business will be an operation of substantial size and expense and may be affected by general market and economic conditions or government actions affecting the financial industry generally. Integration efforts will also likely divert BOK’s management’s attention and resources. No assurance can be given that BOK will be able to integrate the acquired business successfully. Additionally, no assurance can be given that the operation of the acquired business will not adversely affect BOK’s existing profitability, that BOK will be able to achieve results in the future similar to those achieved by its existing banking business or that BOK will be able to manage any growth resulting from the merger effectively.

Regulatory Approvals May Not Be Received, May Take Longer than Expected or May Impose Conditions that Are Not Presently Anticipated or Cannot Be Met.

Before the transactions contemplated in the merger agreement can be completed, various approvals must be obtained from the bank regulatory and other governmental authorities. In deciding whether to grant these approvals, the relevant governmental entities will consider a variety of factors, including the regulatory standing of each of the parties, the effect of the merger on competition, and the factors described in the section of this proxy statement/prospectus entitled “Regulatory Approvals Required for the Merger.” An adverse development in either party’s regulatory standing or other factors could result in an inability to obtain one or more of the required regulatory approvals or delay receipt of required approvals. The Federal Reserve Board has stated that if supervisory issues arise during processing of an application for approval of a merger transaction, a banking organization will be expected to withdraw its application pending resolution of such supervisory concerns. No assurance can be given that the OCC would not also require a similar withdrawal of an application if supervisory issues arise during processing of an application for approval of a bank merger transaction. Accordingly, if there is an adverse development in either party’s regulatory standing, BOK or BOKF Bank may be required to withdraw its application for approval of the proposed merger and bank merger, as applicable, and, if possible, resubmit such application after the applicable supervisory concerns have been resolved.

The terms of the approvals that are granted may impose conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of the combined

 

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company following the merger or otherwise reduce the anticipated benefits of the merger if the merger were consummated successfully within the expected timeframe. Nor can there be any assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger. Additionally, the completion of the merger is conditioned on the absence of certain orders, injunctions or decrees by any court or regulatory agency of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.

BOK and CoBiz believe that the proposed transactions should not raise significant regulatory concerns and that BOK will be able to obtain all requisite regulatory approvals in a timely manner. However, the processing time for obtaining regulatory approvals for mergers of banking institutions, particularly for larger institutions, has increased since the financial crisis. In addition, despite the parties’ commitments to use their reasonable best efforts to comply with conditions imposed by regulatory entities, under the terms of the merger agreement, BOK will not be required and CoBiz will not be permitted to take actions that would reasonably be expected to have a material adverse effect on BOK and its subsidiaries, taken as a whole, after giving effect to the merger (measured on a scale relative to CoBiz and its subsidiaries, taken as a whole). See “Regulatory Approvals Required for the Merger” beginning on page 65.

Combining BOK and CoBiz may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the merger may not be realized.

BOK and CoBiz have operated and, until the completion of the merger, will continue to operate, independently. The success of the merger, which will represent BOK’s largest transaction to date, including anticipated benefits and cost savings, will depend, in part, on BOK’s ability to successfully combine and integrate the businesses of BOK and CoBiz in a manner that permits growth opportunities and does not materially disrupt existing customer relations nor result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. The loss of key employees could adversely affect BOK’s ability to successfully conduct its business, which could have an adverse effect on BOK’s financial results and the value of its common stock. BOK may also encounter unexpected difficulties or costs during the integration that could adversely affect its earnings and financial condition, perhaps materially. If BOK experiences difficulties with the integration process and attendant systems conversion, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause BOK and/or CoBiz to lose customers or cause customers to remove their accounts from BOK and/or CoBiz and move their business to competing financial institutions. Integration efforts between the two companies may also divert management attention and resources. These integration matters could have an adverse effect on each of BOK and CoBiz during this transition period and for an undetermined period after completion of the merger on the combined company. In addition, the actual cost savings of the merger could be less than anticipated.

The combined company may be unable to retain BOK and/or CoBiz personnel successfully after the merger is completed.

The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by BOK and CoBiz. It is possible that these employees may decide not to remain with BOK or CoBiz, as applicable, while the merger is pending or with the combined company after the merger is consummated. If key employees terminate their employment or if an insufficient number of employees is retained to maintain effective operations, the combined company’s business activities may be adversely affected, and management’s attention may be diverted from successfully integrating CoBiz to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, BOK and CoBiz may not be able to locate suitable replacements for any key employees who leave either company or to offer employment to potential replacements on reasonable terms.

 

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The merger agreement limits CoBiz’s ability to pursue alternatives to the merger.

The merger agreement contains provisions that make it more difficult for CoBiz to sell its business to a party other than BOK. These provisions include a general prohibition on CoBiz’s solicitation of any acquisition proposal or offer for a competing transaction, the requirement that CoBiz pay a termination fee of $34.2 million if the merger agreement is terminated in certain circumstances and the requirement that CoBiz submit the approval of the merger agreement to a vote of CoBiz’s shareholders even if CoBiz’s board of directors changes its recommendation in favor of the approval of the merger agreement in a manner adverse to BOK. For more information, see “The Merger Agreement—Agreement Not to Solicit Other Offers,” “The Merger Agreement—Shareholder Approval” and “The Merger Agreement—Termination Fee,” beginning on pages 77, 75 and 82, respectively.

These provisions might discourage a third party that might have an interest in acquiring all or a significant part of CoBiz from considering or proposing that acquisition, even if that party were prepared to pay consideration with a higher per share value than the proposed merger consideration. Furthermore, a potential competing acquiror may propose to pay a lower per share price to CoBiz’s shareholders than it might otherwise have proposed to pay because of CoBiz’s obligation, in connection with termination of the merger agreement under certain circumstances, to pay BOK a $34.2 million termination fee.

The merger agreement may be terminated in accordance with its terms, and the merger may not be completed.

The merger agreement is subject to a number of conditions, which must be fulfilled in order to complete the merger. Those conditions include: (1) the approval of the merger proposal by the requisite vote of CoBiz’s shareholders; (2) the receipt of all required regulatory approvals and expiration or termination of all statutory waiting periods in respect thereof; (3) authorization for listing on NASDAQ of the shares of BOK common stock to be issued in the merger; (4) effectiveness of the registration statement of which this proxy statement/prospectus is a part with respect to the BOK common stock to be issued upon the closing of the merger; (5) the absence of any order, injunction or other legal restraint preventing the completion of the merger or making the completion of the merger illegal; (6) subject to certain exceptions, the accuracy of the representations and warranties of each of BOK and CoBiz; (7) performance in all material respects by each of BOK and CoBiz of its respective obligations under the merger agreement; and (8) receipt by each of BOK and CoBiz of an opinion from its respective counsel to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

In addition, BOK may choose to terminate the merger agreement if, prior to obtaining the approval by CoBiz’s shareholders of the merger agreement, CoBiz’s board of directors (i) fails to recommend in this proxy statement/prospectus that CoBiz’s shareholders approval the merger agreement or makes a material adverse recommendation change with respect thereto or (ii) breaches in any material respect certain of its obligations to call and hold the special meeting of CoBiz’s shareholders for the purpose of voting upon the approval of the merger agreement and its obligation not to solicit other offers. For a more complete discussion of the circumstances under which the merger agreement could be terminated, see “The Merger Agreement—Termination of the Merger Agreement,” beginning on page 82.

Potential Litigation Against CoBiz and BOK Could Result in an Injunction Preventing the Completion of the Merger or a Judgment Resulting in the Payment of Damages.

Shareholders of CoBiz may file lawsuits against BOK, CoBiz and/or the directors and officers of either company in connection with the merger. These lawsuits could prevent or delay the completion of the merger and result in significant costs to CoBiz and/or BOK, including any costs associated with the indemnification of directors and officers. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect BOK’s business, financial condition, results of operations and cash flows.

 

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CoBiz’s shareholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management of the combined organization.

CoBiz’s shareholders currently have the right to vote in the election of CoBiz’s board of directors and on other matters affecting CoBiz. Upon the completion of the merger, each of CoBiz’s shareholders that receives shares of BOK common stock will become a stockholder of BOK with a percentage ownership of the combined organization that is much smaller than the shareholder’s percentage ownership of CoBiz. George Kaiser will continue to own more than 50% of BOK upon completion of the merger and will maintain significant control over BOK. Based on the number of shares outstanding on August 14, 2018 and the shares expected to be issued in the merger, it is expected that CoBiz’s former shareholders as a group will receive shares in the merger that equal approximately 9.9% of the outstanding shares of BOK common stock immediately after the merger. Because of this, CoBiz’s shareholders as a group will have significantly less influence on the management and policies of BOK than they now have on the management and policies of CoBiz.

Certain of CoBiz’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of CoBiz’s shareholders generally.

In considering the information contained in this proxy statement/prospectus, you should be aware that some of CoBiz’s executive officers and directors have interests in the merger that may be different from, or in addition to, the interests of CoBiz’s shareholders generally. These interests include the vesting in full of certain outstanding CoBiz equity compensation awards, rights to continued indemnification and insurance coverage by BOK after the merger for acts or omissions occurring before the merger and serving on the boards of BOK and BOKF, National Association. These interests and arrangements may create potential conflicts of interest. CoBiz’s board of directors was aware of these interests and considered these interests, among other matters, when making its decision to approve and approve the merger agreement and in recommending that CoBiz’s shareholders vote in favor of approving the merger agreement.

For a more complete discussion of these interests, see “The Merger—Interests of CoBiz’s Directors and Executive Officers in the Merger,” beginning on page 54.

The fairness opinion delivered by CoBiz’s financial advisor to CoBiz’s board of directors prior to the execution of the merger agreement will not reflect changes in circumstances subsequent to the date of the fairness opinion.

BofA Merrill Lynch, CoBiz’s financial advisor in connection with the merger, delivered its fairness opinion to CoBiz’s board of directors on June 17, 2018. The opinion of BofA Merrill Lynch speaks only as of such date and does not reflect changes that may occur or may have occurred after the date of the opinion, including changes to the operations and prospects of BOK or CoBiz, changes in general market and economic conditions or regulatory or other factors. Any such changes may materially alter or affect the relative values of BOK and CoBiz.

The merger is subject to the receipt of consents and approvals from governmental entities that may delay the date of completion of the merger or impose conditions that could have an adverse effect on BOK.

Before the merger and the bank merger may be completed, various approvals or consents must be obtained from governmental authorities. Satisfying the requirements of these governmental entities may delay the date of completion of the merger. In addition, these governmental entities may include conditions on the completion of the merger or require changes to the terms of the merger. While BOK and CoBiz do not currently expect that any such conditions or changes would result in a material adverse effect on BOK, there can be no assurance that they will not, and such conditions or changes could have the effect of delaying completion of the merger or imposing additional costs on or limiting the revenues of BOK following the merger, any of which might have a material adverse effect on BOK following the merger.

 

 

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CoBiz and BOK will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on CoBiz or BOK. These uncertainties may impair CoBiz’s or BOK’s ability to attract, retain and motivate key personnel until the merger is completed and could cause customers and others that deal with CoBiz or BOK to seek to change existing business relationships with CoBiz or BOK. Retention of certain employees by CoBiz or BOK may be challenging while the merger is pending, as certain employees may experience uncertainty about their future roles with the combined company. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with CoBiz or BOK, CoBiz’s business or BOK’s business could be harmed. In addition, subject to certain exceptions, CoBiz has agreed to operate its business in the ordinary course prior to closing, and BOK is also subject to certain restrictions on the conduct of its business prior to closing. For more information, see “The Merger Agreement—Covenants and Agreements,” beginning on page 72.

Failure to complete the merger could negatively impact the stock prices, future businesses and financial results of BOK and CoBiz.

If the merger is not completed, the ongoing businesses of BOK and CoBiz may be adversely affected, and BOK and CoBiz will be subject to several risks, including the following:

 

   

CoBiz may be required, under certain circumstances, to pay BOK a termination fee of $34.2 million under the merger agreement;

 

   

BOK and CoBiz will be required to pay certain costs relating to the merger, whether or not the merger is completed, such as legal, accounting, financial advisor and printing fees;

 

   

under the merger agreement, BOK and CoBiz are subject to certain restrictions on the conduct of their business prior to completing the merger, which may adversely affect their ability to execute certain of their business strategies; and

 

   

matters relating to the merger may require substantial commitments of time and resources by BOK and CoBiz management, which could otherwise have been devoted to other opportunities that may have been beneficial to BOK and CoBiz as independent companies, as the case may be.

In addition, if the merger is not completed, BOK and/or CoBiz may experience negative reactions from the financial markets and from their respective customers and employees. For example, BOK’s and CoBiz’s businesses may be impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. The market price of BOK’s or CoBiz’s common stock could decline to the extent that the current market prices reflect a market assumption that the merger will be completed. BOK and/or CoBiz also could be subject to litigation related to any failure to complete the merger or to proceedings commenced against BOK or CoBiz to perform their respective obligations under the merger agreement. If the merger is not completed, BOK and CoBiz cannot assure their stockholders and shareholders, respectively, that the risks described above will not materialize and will not materially affect the business, financial results and stock prices of BOK and/or CoBiz.

If the merger is not completed, BOK and CoBiz will have incurred substantial expenses without realizing the expected benefits of the merger.

Each of BOK and CoBiz has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing and mailing this proxy statement/prospectus and all filing and other fees paid to the SEC in connection with the merger. If the merger is not completed, BOK and CoBiz would have to recognize these expenses without realizing the expected benefits of the merger.

 

 

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The shares of BOK common stock to be received by CoBiz’s shareholders as a result of the merger will have different rights from shares of CoBiz common stock.

Following completion of the merger, CoBiz’s shareholders will become stockholders of BOK, and their rights as stockholders will be governed by the Oklahoma General Corporation Act (which we refer to as the “OGCA”) and BOK’s charter and bylaws. There will be important differences between your current rights as a shareholder of CoBiz and the rights to which you will be entitled as a stockholder of BOK. For a discussion of the different rights associated with BOK common stock and CoBiz common stock, see “Comparison of Shareholder Rights,” beginning on page 88.

Risks Relating to the Tax Consequences of the Merger

If the merger does not constitute a reorganization under Section 368(a) of the Internal Revenue Code, then CoBiz shareholders may be responsible for payment of U.S. income taxes related to the consideration they receive in the merger.

The United States Internal Revenue Service (“IRS”) may determine that the merger does not qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). In that case, each CoBiz shareholder would recognize a gain or loss equal to the difference between the sum of any cash consideration and the fair market value of the shares of BOK common stock received by the shareholder in the merger, and such shareholder’s adjusted tax basis in the shares of CoBiz common stock exchanged therefor.

Risks Relating to BOK Business

You should read and consider risk factors specific to BOK’s business that will also affect the combined company after the merger. These risks are described in the sections entitled “Risk Factors” in BOK’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and in other documents incorporated by reference into this proxy statement/prospectus. For more information, see “Where You Can Find More Information,” beginning on page 102.

Risks Relating to CoBiz’s Business

You should read and consider risk factors specific to CoBiz’s business that will also affect the combined company after the merger. These risks are described in the sections entitled “Risk Factors” in CoBiz’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and in other documents incorporated by reference into this proxy statement/prospectus. For more information, see “Where You Can Find More Information,” beginning on page 102.

 

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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus, including information included or incorporated by reference in this proxy statement/prospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the benefits of the merger between CoBiz and BOK, including CoBiz and BOK future financial or business performance or conditions; statements about BOK’s and CoBiz’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time, are difficult to predict and are generally beyond the control of either company. Forward-looking statements speak only as of the date they are made, and BOK and CoBiz assume no duty to update forward-looking statements. Actual results may differ materially from current projections.

In addition to factors previously disclosed in CoBiz Financial Inc.’s and BOK Financial Corporation’s reports filed with the SEC and those identified elsewhere in this proxy statement/prospectus, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:

 

   

the ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by CoBiz’s shareholders on the expected terms and schedule, including the risk that regulatory approvals required for the merger are not obtained or are obtained subject to conditions that are not anticipated;

 

   

delay in closing the merger;

 

   

difficulties and delays in integrating CoBiz’s business or fully realizing cost savings and other benefits;

 

   

business disruption following the merger;

 

   

changes in asset quality and credit risk;

 

   

the inability to sustain revenue and earnings growth;

 

   

changes in interest rates and capital markets;

 

   

inflation;

 

   

customer acceptance of BOK’s products and services;

 

   

customer borrowing, repayment, investment and deposit practices;

 

   

customer disintermediation;

 

   

the introduction, withdrawal, success and timing of business initiatives;

 

   

competitive conditions;

 

   

the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures;

 

   

economic conditions;

 

   

the impact, extent and timing of technological changes;

 

   

capital management activities; and

 

   

other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

 

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Additional factors that could cause BOK’s and CoBiz’s results to differ materially from those described in the forward-looking statements can be found in BOK’s and CoBiz’s filings with the SEC, including BOK’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and CoBiz’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this proxy statement/prospectus or the date of any document incorporated by reference in this proxy statement/prospectus. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this proxy statement/prospectus and attributable to BOK or CoBiz or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, BOK and CoBiz undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

 

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THE SPECIAL MEETING OF COBIZ’S SHAREHOLDERS

This section contains information for CoBiz’s shareholders about the special meeting that CoBiz has called to allow its shareholders to consider and vote on the approval of the merger agreement and other matters. CoBiz is mailing this proxy statement/prospectus to you, as a shareholder of CoBiz, on or about [●], 2018. This proxy statement/prospectus is accompanied by a notice of the special meeting of CoBiz’s shareholders and a form of proxy card that CoBiz’s board of directors is soliciting for use at the special meeting and at any adjournments or postponements of the special meeting.

Date, Time and Place of the Special Meeting

The special meeting of CoBiz’s shareholders will be held at CoBiz’s office at 1401 Lawrence Street, Suite 1200, Denver, Colorado 80202 on September 27, 2018 at 8:00 a.m., local time.

Purpose of the Special Meeting

At the special meeting, CoBiz’s shareholders as of the record date will be asked to consider and vote on the following proposals:

 

   

to approve the merger proposal;

 

   

to approve, on a non-binding, advisory basis, the compensation proposal; and

 

   

to approve the adjournment proposal.

Recommendation of CoBiz’s Board of Directors

CoBiz’s board of directors has unanimously approved and adopted the merger agreement and the transactions contemplated thereby and recommends that you vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

Under the Colorado Business Corporation Act, if the merger is completed, holders of CoBiz common stock who do not vote in favor of approval of the merger agreement will have the right to seek appraisal of the fair value of their shares, but only if they submit a written demand for such an appraisal prior to the vote on the merger agreement and they comply with the other Colorado law procedures and requirements explained in this proxy statement/prospectus. A copy of Article 113 of the Colorado Business Corporation Act is attached to this proxy statement/prospectus as Annex C.

Record Date, Outstanding Shares, Shares Entitled to Vote and Quorum

CoBiz’s board of directors has fixed the close of business on August 14, 2018 as the record date for determining the holders of CoBiz common stock entitled to receive notice of and to vote at the CoBiz special meeting.

As of the record date, there were 42,397,697 shares of CoBiz common stock outstanding and entitled to vote at the CoBiz special meeting held by 362 holders of record. Each shareholder of record on that date is entitled to one vote for each share held on each proposal to be considered at the special meeting.

The presence (in person or by proxy) of holders of at least a majority of the shares entitled to vote at the special meeting constitutes a quorum for transacting business at the special meeting. All shares of CoBiz common stock present in person or represented by proxy, including abstentions and broker non-votes, will be treated as present and entitled to vote for purposes of determining the presence or absence of a quorum for all matters voted on at the special meeting.

 

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Vote Required, Treatment of Abstentions and Failure to Vote

Merger proposal:

 

   

Standard: Approval of the merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of CoBiz common stock entitled to be cast on the proposal.

 

   

Effect of abstentions and broker non-votes: If you fail to vote, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee with respect to the merger proposal, it will have the same effect as a vote “AGAINST” the proposal.

Compensation proposal:

 

   

Standard: Approval of the compensation proposal requires the affirmative vote of the holders of at least a majority of the votes cast at the special meeting.

 

   

Effect of abstentions and broker non-votes: If you fail to vote, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee with respect to the compensation proposal, you will not be deemed to have cast a vote with respect to the proposal and it will have no effect on the proposal.

Adjournment proposal:

 

   

Standard: Approval of the adjournment proposal requires the affirmative vote of the holders of at least a majority of the votes cast at the special meeting.

 

   

Effect of abstentions and broker non-votes: If you fail to vote, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee with respect to the adjournment proposal, you will not be deemed to have cast a vote with respect to the proposal and it will have no effect on the proposal.

Shares Held by Officers and Directors

As of the record date, the directors and executive officers of CoBiz and their affiliates collectively owned, and were entitled to vote, 3,509,557 shares of CoBiz common stock, representing approximately 8.3% of CoBiz’s outstanding shares on that date. CoBiz currently expects that each of its directors and executive officers and their affiliates will vote their shares of CoBiz common stock “FOR” the approval of the merger agreement.

On June 17, 2018, BOK entered into Voting Agreements with each of Steven Bangert and Noel N. Rothman. As of August 14, 2018, Mr. Bangert and Mr. Rothman beneficially owned in the aggregate 3,124,816 shares of CoBiz common stock (representing approximately 7.4% of the outstanding shares of CoBiz common stock). Mr. Bangert and Mr. Rothman each agreed, on the terms and subject to the conditions set forth in the voting agreement, to vote his respective shares of CoBiz common stock in favor of the approval of the merger agreement and the approval of the transactions contemplated thereby, including the merger, and other related matters, and to vote against any acquisition proposal. The voting agreement will terminate on the earliest to occur of (i) the effective time of the merger, and (ii) the termination of the merger agreement. Copies of the voting agreements are attached to this proxy statement/prospectus as Annex B-1 and Annex B-2 and are incorporated by reference herein in their entirety. For more information, see “Voting Agreements,” beginning on page 69.

When considering CoBiz’s board of directors’ recommendation that you vote in favor of the approval of the merger agreement, you should be aware that certain of the executive officers and directors of CoBiz have interests in the merger that may be different from, or in addition to, the interests of CoBiz’s shareholders generally. For more information, see “The Merger—Interests of CoBiz’s Directors and Executive Officers in the Merger,” beginning on page 54.

 

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Voting of Proxies and Incomplete Proxies

A shareholder of CoBiz may vote by proxy or in person at the special meeting. If you hold your shares of CoBiz common stock in your name as a shareholder of record, to submit a proxy, you as a shareholder of CoBiz, may use one of the following methods:

 

   

By telephone: by calling the toll-free number indicated on your proxy card and following the recorded instructions.

 

   

Through the Internet: by visiting the website indicated on your proxy card and following the instructions.

 

   

By completing and returning the proxy card in the enclosed envelope, which requires no additional postage if mailed in the United States.

CoBiz’s board of directors requests that you vote by telephone, over the Internet or by completing and signing the accompanying proxy card and returning it to CoBiz as soon as possible in the enclosed postage-paid envelope.

All properly signed proxies received prior to the special meeting and not revoked before the vote at the special meeting will be voted at the special meeting according to the instructions indicated on the proxies or, if no instructions are given, the shares will be voted “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

Your vote is important. Whether or not you plan to attend the special meeting, please take the time to vote by completing and mailing the enclosed proxy card or by submitting a proxy through the Internet or by telephone as described on the enclosed instructions as soon as possible to make sure your shares are represented at the special meeting. Submitting a proxy now will NOT prevent you from being able to vote in person at the special meeting.

Shares Held in Street Name and Broker Non-Votes

If your shares are held in “street name,” meaning in the name of a bank, broker or other nominee who is the record holder, you must provide the record holder of your shares with instructions on how to vote the shares. Please follow the voting instructions provided by the bank, broker or other nominee. You may not vote shares held in street name by returning a proxy card directly to CoBiz or by voting in person at the CoBiz special meeting, unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee. Further, brokers, banks or other nominees who hold shares of CoBiz common stock on behalf of their customers may not give a proxy to CoBiz to vote those shares with respect to any of the proposals without specific instructions from their customers, as brokers, banks and other nominees do not have discretionary voting power on these matters.

Failure to instruct your bank, broker or other nominee how to vote will have the same effect as a vote “AGAINST” approval of the merger agreement.

How to Revoke Your Proxy

If you are a holder of record of CoBiz common stock, you may revoke your proxy at any time by taking any of the following actions before your proxy is voted at the special meeting:

 

   

delivering a written notice bearing a date later than the date of your proxy card to the secretary of CoBiz, stating that you revoke your proxy;

 

   

signing and delivering to the secretary of CoBiz a new proxy card relating to the same shares and bearing a later date;

 

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casting a new vote through the Internet or by telephone at any time before the closure of the Internet and telephone voting facilities; or

 

   

attending the special meeting and voting in person, although attendance at the special meeting will not, by itself, revoke a proxy.

You should send any notice of revocation or your completed new proxy card, as the case may be, to CoBiz at the following address:

CoBiz Financial Inc.

1401 Lawrence Street, Suite 1200

Denver, Colorado 80202

Attn: Richard J. Dalton, Corporate Secretary

If you choose to send a completed proxy card bearing a later date than your original proxy card, the new proxy card must be received before the beginning of the special meeting.

If you hold your shares in “street name” through a bank, broker or other nominee, you must contact your record holder to change your vote.

Voting in Person

If you are a shareholder of record of CoBiz on August 14, 2018, plan to attend the special meeting and wish to vote in person, you will be given a ballot at the special meeting. Please note, however, that if your shares are held of record by a bank, broker or other nominee and you wish to vote at the special meeting, you must obtain a “legal proxy,” executed in your favor, from the bank, broker or other nominee who is the holder of record of your shares, in order to vote your shares in person at the special meeting.

If you plan to attend the special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, you must bring a form of personal photo identification with you in order to be admitted to the meeting. You must also bring your admission ticket with you to be admitted to the special meeting. CoBiz reserves the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification. Whether or not you intend to be present at the special meeting, you are urged to sign, date and return your proxy card or to vote via the Internet or by telephone, promptly. If you are then present and wish to vote your shares in person, your original proxy may be revoked by voting at the special meeting.

Whether or not you plan to attend the special meeting, CoBiz requests that you complete, sign, date and return the enclosed proxy card as soon as possible in the enclosed postage-paid envelope or submit a proxy through the Internet or by telephone as described in the instructions accompanying this proxy statement/prospectus. This will not prevent you from voting in person at the special meeting, but will assure that your vote is counted if you are unable to attend.

Proxy Solicitation

The enclosed proxy is solicited by and on behalf of CoBiz’s board of directors. CoBiz will pay the expenses of soliciting proxies to be voted at the special meeting, except that CoBiz and BOK have each agreed to share equally the costs of printing and mailing this document, other than attorneys’ and accountants’ fees, which will be paid by the party incurring the expense. Following the original mailing of the proxies and other soliciting materials, CoBiz and its agents also may solicit proxies by mail, telephone, facsimile, electronic mail or in person. No additional compensation will be paid to directors, officers or other employees of CoBiz for making these solicitations.

 

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CoBiz has retained a proxy solicitation firm, Mackenzie Partners, Inc., to aid it in the solicitation process. CoBiz will pay Mackenzie Partners, Inc. a fee of approximately $15,000 plus certain expenses. CoBiz intends to reimburse persons who hold CoBiz common stock of record but not beneficially, such as brokers, custodians, nominees and fiduciaries, for their reasonable expenses in forwarding copies of proxies and other soliciting materials to, and requesting authority for the exercise of proxies from, the persons for whom they hold the shares.

Stock Certificates

If you are a shareholder of CoBiz, you should not send in any certificates representing CoBiz common stock. Following the completion of the merger, you will receive separate instructions for the exchange of your certificates representing CoBiz common stock.

Delivery of Proxy Materials to Shareholders Sharing an Address

Only one proxy statement/prospectus is delivered to two or more of CoBiz’s shareholders who share an address unless CoBiz or its agent has received contrary instructions from one or more of the shareholders. CoBiz will deliver promptly upon written or oral request a separate copy of these documents to CoBiz’s shareholders at a shared address to which a single copy was delivered. To request that separate copies of these documents be delivered, CoBiz’s shareholders can contact CoBiz’s proxy solicitor by mail at 1407 Broadway, 27th Floor, New York, NY 10018 or by telephone at 1-800-322-2885. You may also contact CoBiz’s proxy solicitor if you received multiple copies of a proxy statement of CoBiz and would prefer to receive a single copy in the future.

Assistance

If you need assistance in completing your proxy card, have questions regarding CoBiz’s special meeting or would like additional copies of this proxy statement/prospectus, please contact Investor Relations at (303) 312-3412 or CoBiz’s proxy solicitor, Mackenzie Partners, Inc., at 1-800-322-2885.

 

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THE PROPOSALS

PROPOSAL NO. 1: MERGER PROPOSAL

CoBiz is asking its shareholders to approve the merger agreement. The holders of CoBiz common stock should read this proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A.

After careful consideration, CoBiz’s board of directors, by a unanimous vote of all directors, determined that the merger, on the terms and conditions set forth in the merger agreement, is in the best interests of CoBiz and its shareholders. For a more detailed discussion of CoBiz’s board of directors’ recommendation, see “The Merger— CoBiz’s Reasons for the Merger; Recommendation of CoBiz’s Board of Directors,” beginning on page 43.

CoBiz’s board of directors unanimously recommends a vote “FOR” the merger proposal.

PROPOSAL NO. 2: COMPENSATION PROPOSAL

Pursuant to the Dodd-Frank Act and Rule 14a-21(c) of the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”), CoBiz is seeking non-binding, advisory approval from its shareholders of the compensation of CoBiz’s named executive officers that is based on or otherwise relates to the merger, as disclosed in “The MergerInterests of CoBiz’s Directors and Executive Officers in the MergerQuantification of Potential Payments to CoBiz’s Named Executive Officers in Connection with the Merger,” beginning on page 54. The proposal gives CoBiz’s shareholders the opportunity to express their views on the merger-related compensation of CoBiz’s named executive officers. Accordingly, CoBiz is requesting its shareholders to approve the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that may be paid or become payable to CoBiz’s named executive officers in connection with the merger, and the agreements or understandings pursuant to which such compensation may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “The MergerInterests of CoBiz’s Directors and Executive Officers in the MergerQuantification of Potential Payments to CoBiz’s Named Executive Officers in Connection with the Merger,” are hereby APPROVED on a non-binding, advisory basis.”

Approval of this proposal is not a condition to completion of the merger, the vote with respect to this proposal is advisory only and will not be binding on BOK or CoBiz and the vote on this proposal is separate and apart from the merger proposal. If the merger is completed, the merger-related compensation may be paid to CoBiz’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if CoBiz’s shareholders fail to approve the advisory vote regarding merger-related compensation.

CoBiz’s board of directors unanimously recommends a vote “FOR” the compensation proposal.

PROPOSAL NO. 3: ADJOURNMENT PROPOSAL

The special meeting may be adjourned to another time or place, if necessary or appropriate, to permit, among other things, further solicitation of proxies if necessary to obtain additional votes in favor of the merger proposal.

If, at the special meeting, the number of shares of CoBiz common stock present or represented and voting in favor of the merger proposal is insufficient to approve such proposal, CoBiz intends to move to adjourn the special meeting in order to solicit additional proxies for the approval of the merger agreement. In this proposal, CoBiz is asking its shareholders to authorize the holder of any proxy solicited by CoBiz’s board of directors on a discretionary basis to vote in favor of adjourning the special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from CoBiz’s shareholders who have previously voted.

CoBiz’s board of directors unanimously recommends a vote “FOR” the adjournment proposal.

 

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INFORMATION ABOUT THE COMPANIES

BOK Financial Corporation

BOK Financial Corporation

Boston Avenue at Second Street

Tulsa, Oklahoma 74192

(918) 588-6000

BOK was incorporated in Oklahoma in 1990 as a financial holding company governed by the Bank Holding Company Act of 1956, as amended, BOK offers full service banking in metropolitan areas of Oklahoma, Texas, New Mexico, Northwest Arkansas, Colorado, Arizona, and Kansas/Missouri. At March 31, 2018, BOK reported total consolidated assets of $33.4 billion. BOKF, NA is a wholly owned subsidiary bank of BOK. BOKF, NA operates TransFund, Cavanal Hill Investment Management, BOK Financial Asset Management, Inc. and seven banking divisions: Bank of Albuquerque, Bank of Arizona, Bank of Arkansas, Mobank, Bank of Oklahoma, Bank of Texas and Colorado State Bank and Trust. Other wholly owned subsidiaries of BOK include BOK Financial Securities, Inc., a broker/dealer that primarily engages in retail and institutional securities sales and municipal bond underwriting and The Milestone Group, Inc., an investment adviser to high net worth clients. As of December 31, 2017, BOK and its subsidiaries employed 4,930 full-time equivalent employees.

BOK operates three principal lines of business: Commercial Banking, Consumer Banking and Wealth Management. Commercial Banking includes lending, treasury and cash management services and customer risk management products for small businesses, middle market and larger commercial customers. Commercial Banking also includes the TransFund electronic funds network. Consumer Banking includes retail lending and deposit services, lending and deposit services to small business customers served through the retail branch network and all mortgage banking activities. Wealth Management provides fiduciary services, private bank services and investment advisory services in all markets. Wealth Management also underwrites state and municipal securities and engages in brokerage and trading activities.

BOKF Merger Sub Corporation Number Sixteen

BOKF Merger Corporation Number Sixteen

Boston Avenue at Second Street

Tulsa, Oklahoma 74192

(918) 588-6000

Merger Sub, a wholly owned subsidiary of BOK, was incorporated in Oklahoma in 2018 for the sole purpose of effecting the merger.

CoBiz Financial Inc.

CoBiz Financial Inc.

1401 Lawrence Street, Suite 1200

Denver, Co 80202

Phone (303) 312-3400

CoBiz was incorporated in Colorado in 1980 and is a financial services company that serves the complete financial needs of businesses, business owners and professionals in Colorado and Arizona. The company’s subsidiaries are: CoBiz Bank, which provides commercial banking services; CoBiz IM, Inc. which offers investment management and wealth planning through CoBiz Wealth; and CoBiz Insurance, Inc. which delivers employee benefits, and property and casualty insurance brokerage. As of March 31, 2018, CoBiz had total assets of $3.8 billion. CoBiz had 538 full-time equivalent employees as of December 31, 2017.

 

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THE MERGER

The following is a discussion of the merger and the material terms of the merger agreement between BOK and CoBiz. You are urged to read carefully the merger agreement in its entirety, a copy of which is attached as Annex A to this proxy statement/prospectus and incorporated by reference herein. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read the merger agreement carefully and in its entirety. This section is not intended to provide you with any factual information about BOK or CoBiz. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings BOK and CoBiz make with the SEC. See “Where You Can Find More Information” in the forepart of this proxy statement/prospectus.

Terms of the Merger

Transaction Structure

BOK’s board of directors has approved and CoBiz’s board of directors has approved the merger agreement and the transactions contemplated thereby. The merger agreement provides for the merger of CoBiz with and into Merger Sub, with Merger Sub continuing as the surviving corporation. Immediately following the merger or at such later time as BOK may determine, CoBiz Bank, a Colorado state-chartered bank and a wholly-owned subsidiary of CoBiz, will merge with and into BOKF, National Association, a national banking association and a wholly-owned subsidiary of BOK, with BOKF continuing as the surviving entity.

Before the completion of the merger, BOK may change the method or structure of effecting the combination of BOK and CoBiz, provided, that no such change may (1) alter or change the merger consideration or the number of shares of BOK common stock received by CoBiz’s shareholders in exchange for each share of CoBiz common stock, (2) adversely affect the tax treatment of CoBiz’s or BOK’s shareholders, (3) adversely affect the tax treatment of BOK or CoBiz or (4) materially impede or delay the closing of the transactions contemplated by the merger agreement in a timely manner.

Merger Consideration

If the merger is completed, each share of CoBiz common stock issued and outstanding immediately prior to the effective time of the merger (other than dissenting shares or shares of common stock owned by CoBiz, BOK or Merger Sub), will be converted into the right to receive 0.17 shares of BOK common stock and $5.70 in cash.

BOK will not issue any fractional shares of BOK common stock in the merger. Instead, a CoBiz shareholder who otherwise would have received a fraction of a share of BOK common stock will receive an amount in cash (rounded to the nearest cent) determined by multiplying the fraction of the BOK common stock to which the holder would otherwise be entitled by the average closing sale prices of BOK common stock on NASDAQ as reported by the Wall Street Journal for the five full trading days ending on the trading day prior to the closing date of the merger.

Conversion of Shares; Exchange and Payment Procedures

At or prior to the closing, BOK will deposit or cause to be deposited with an exchange agent designated by BOK and reasonably acceptable to CoBiz, for the benefit of the holders of shares of CoBiz common stock, sufficient cash and BOK common stock to be exchanged in accordance with the merger agreement, including the payment of cash in lieu of fractional shares.

The conversion of CoBiz common stock into the right to receive the merger consideration will occur automatically at the effective time of the merger. After completion of the merger, the exchange agent will exchange any certificates representing shares of CoBiz common stock for the merger consideration to be received pursuant to the terms of the merger agreement.

 

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Letters of Transmittal

As promptly as practicable after the effective time of the merger, and in any event within 5 days thereafter, the exchange agent will mail to each holder of record of CoBiz common stock immediately prior to the effective time of the merger a letter of transmittal and instructions on how to surrender shares of CoBiz common stock in exchange for the merger consideration and any cash in lieu of fractional shares the holder is entitled to receive under the merger agreement.

If a certificate for CoBiz common stock has been lost, stolen, or destroyed, the exchange agent will issue the merger consideration upon receipt of (1) an affidavit of that fact by the claimant and (2) if required by BOK, the posting of a bond in an amount as BOK may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such certificate.

After completion of the merger, there will be no further transfers on the stock transfer books of CoBiz of shares of CoBiz common stock that were issued and outstanding immediately prior to the effective time

Withholding

BOK and the exchange agent will be entitled to deduct and withhold from any cash portion of the merger consideration or any cash in lieu of fractional shares, cash dividends or distributions payable, or any other amounts otherwise payable pursuant to the merger agreement to any holder of CoBiz common stock or CoBiz equity awards the amounts they are required to deduct and withhold under the Code or any provision of state, local, or foreign tax law. If any such amounts are withheld and paid over to the appropriate governmental authority, these amounts will be treated for all purposes of the merger agreement as having been paid to the holder of CoBiz common stock or CoBiz equity awards from whom they were withheld.

Dividends and Distributions

No dividends or other distributions declared with respect to BOK common stock will be paid to the holder of any unsurrendered certificates of CoBiz common stock until the holder surrenders such certificate in accordance with the merger agreement. After the surrender of a certificate in accordance with the merger agreement, the record holder thereof will be entitled to receive any such dividends or other distributions, without any interest, which had previously become payable with respect to the whole shares of BOK common stock that the shares of CoBiz common stock represented by such certificate have been converted into the right to receive under the merger agreement.

Background of the Merger

As part of its efforts to enhance long-term value for its shareholders, the CoBiz Board of Directors has periodically reviewed and evaluated the company’s strategic direction and business objectives. Since its founding in 1980, the CoBiz board has concluded that the best way to build long-term shareholder value has been through continued investment in the company’s franchise as an independent company.

In early March of this year, Steven Bangert, CoBiz’s Chairman and Chief Executive Officer, was approached by the chief executive officer of a larger banking organization (which we refer to as “Company A”), who indicated an interest in pursuing a business combination of CoBiz with Company A, potentially as part of a multistep process to develop a larger presence in Colorado. Mr. Bangert indicated to Company A’s chief executive officer that while the CoBiz Board of Directors was not currently considering any sale or similar business combination transaction, he would discuss Company A’s interest with the CoBiz board at an upcoming board meeting.

On March 14, 2018, Company A and CoBiz entered into a confidentiality agreement.

 

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On March 16, 2018, Company A sent Mr. Bangert a letter outlining proposed terms for a transaction in which each share of CoBiz common stock would be exchanged for Company A common shares valued at $22.44 per CoBiz share based on Company A’s stock trading price at that time. The proposal also contemplated that Mr. Bangert would join Company A’s board at closing and also serve as chief executive officer for Company A’s Colorado operations.

On March 19, 2018, the CoBiz Board of Directors met. Representatives from BofA Merrill Lynch, CoBiz’s financial advisor, and Simpson Thacher & Bartlett LLP (which we refer to as “Simpson Thacher”) and Sherman & Howard L.L.C. (which we refer to as “Sherman & Howard”), CoBiz’s legal advisors, attended the meeting. Mr. Bangert informed the CoBiz board of his meeting with the chief executive officer of Company A and Company A’s proposal for a business combination with CoBiz. The CoBiz board reviewed and discussed Company A’s proposal as well as CoBiz’s historical financial performance and future prospects. The CoBiz board also discussed Company A’s proposal in the context of precedent bank merger transactions and the operating environment and challenges faced by regional banks. A representative of BofA Merrill Lynch then provided a financial review of a potential transaction with Company A and an overview of Company A’s past acquisitions, valuation and the evolution of its franchise. A representative of Simpson Thacher reviewed with the board its fiduciary duties. The CoBiz board then discussed in detail possible strategic alternatives to enhance long-term shareholder value for CoBiz’s shareholders, including a review of possible other acquirers that might be interested in a transaction with CoBiz as well as the potential benefits and risks of remaining independent. The review of potential acquirers included a discussion of the potential acquirers’ financial capacity to engage in a transaction and execution risk, among other factors. During this discussion, it was noted that BOK might be interested in a potential transaction with CoBiz, based on general expressions of interest over the past several years by its chief executive officer in discussing a potential business combination (which expressions of interest did not include any price terms). The board also noted that BOK had the financial resources and geographic overlap to be able to offer an attractive price with a stock that appeared to have significant long-term upside. Following these discussions, the CoBiz board determined that CoBiz’s management and advisors should continue their valuation analysis of CoBiz, and also continue exploratory discussions with Company A as well as contacting BOK to ascertain its level of interest in pursuing business combination discussions at this time.

On March 20, 2018, executives of Company A met with Mr. Bangert and other executives of CoBiz. The executives discussed their respective companies and operations. The executives also reviewed the strategic benefits of a combination.

On March 23, 2018, Mr. Bangert called Steven Bradshaw, the chief executive officer of BOK, to inquire about his interest in pursuing business combination discussions. Mr. Bradshaw indicated that expanding in Colorado was a high priority for BOK and that based on their familiarity with CoBiz and its franchise, BOK was very interested in pursuing business combination discussions. Mr. Bradshaw indicated that he would work with BOK’s management team to provide an initial proposal within the next several weeks.

On March 26, 2018, the CoBiz Board of Directors met. Representatives from BofA Merrill Lynch, Simpson Thacher and Sherman & Howard attended the meeting. The CoBiz board continued its discussion of Company A’s proposal, including a review of the potential strengths and risks of a potential transaction with Company A. Mr. Bangert reported on the results of the meeting between executives of CoBiz and Company A, noting that CoBiz’s management had concerns regarding the compatibility of the two companies’ operating models and the absence of significant synergies and cost savings.

Representatives from BofA Merrill Lynch reviewed the results of its preliminary valuation analysis of CoBiz and provided an updated transaction analysis of Company A’s proposal, both stand-alone and pro forma for possible Colorado expansion, and an analysis of the trading history of Company A’s stock and business model. Following this presentation, the CoBiz board continued its discussion of other potential merger partners, including BOK and the consideration mix BOK could propose. Additionally, the CoBiz board discussed the significant synergies and cost-savings that could potentially be realized from a transaction with BOK, and the long-term value this could create for CoBiz’s shareholders. Following this discussion, it was the consensus of the CoBiz board that of the

 

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potential merger partners BOK had the best strategic fit and was the most likely to be able to provide long-term value to CoBiz’s shareholders at relatively low risk, and that it was therefore in the best interests of CoBiz and its shareholders to pursue further business combination discussions with BOK. Following a discussion, the CoBiz board expanded the Capital Formation Committee to four members, consisting of Ms. Rhinehart and Messrs. Bangert, Rothman and Hutchinson, and delegated to the Committee the authority to oversee discussions with potential merger partners between meetings of the full CoBiz board.

On April 2, 2018, BOK submitted a preliminary indication of interest. The proposal provided for a fixed exchange ratio of 0.2185x to 0.2285x (valued at $21.63 to $22.62 per CoBiz share based on BOK’s March 29, 2018 share trading price), with the option for up to $500 million of this consideration to be payable in cash depending upon CoBiz’s objectives. The proposal also indicated that CoBiz would potentially receive representation on BOK’s board of directors.

On April 19, 2018, the Capital Formation Committee of the CoBiz Board of Directors met. Representatives from BofA Merrill Lynch, Simpson Thacher and Sherman & Howard attended the meeting. Mr. Bangert and the BofA Merrill Lynch representatives provided an update to the Committee on the value of the Company A proposal based on share trading prices of CoBiz and Company A over the past month. The Committee discussed in detail Company A’s growth over the past years, including its significant acquisitions, and the potential risks in its loan portfolio and potential share price volatility.    

Representatives from BofA Merrill Lynch then reviewed with the Committee the financial aspects of BOK’s preliminary indication of interest and certain financial metrics, as well as a detailed overview of the BOK franchise. Following this presentation, the Committee discussed various strategic benefits to a transaction with BOK compared to a transaction with Company A, including the highly aligned business models and cultures of CoBiz and BOK. The Committee also noted that BOK had a strong record of delivering long-term value to its shareholders, with a total shareholder return that had consistently outperformed its peer group, and noted that its growth to date had been based primarily on internal investment and organic expansion. Following a discussion, it was the consensus of the Committee to recommend that the CoBiz board authorize management to engage in negotiations with BOK.

On April 26, 2018, the CoBiz Board of Directors met. Representatives from BofA Merrill Lynch, Simpson Thacher and Sherman & Howard attended the meeting. The CoBiz board discussed BOK’s and Company A’s proposals, including a review of the operations of both companies. Representatives from BofA Merrill Lynch reviewed the discussions that had occurred with BOK to date. The BofA Merrill Lynch representatives then provided an overview of macroeconomic issues and the implications for the banking industry in general. Following an overview of the banking landscape, the BofA Merrill Lynch representatives reviewed its preliminary valuation analysis of CoBiz and provided an updated transaction analysis of BOK’s proposal. After a full discussion, it was the consensus of the CoBiz board that the BOK proposal appeared to provide superior long-term value compared to Company A’s proposal, based on the conversion ratios and consideration mix offered as well as the more compatible operating model, greater potential synergies and cost savings, and BOK’s history of strong and consistent organic growth. The board also confirmed its earlier determination that BOK had the best strategic fit and potential for long-term shareholder value at relatively low execution risk compared to the other potential merger partners the board considered. Accordingly, the CoBiz board instructed senior management to continue pursuing discussions with BOK.

On April 30, 2018, CoBiz and BOK entered into a non-disclosure agreement. Shortly thereafter, CoBiz granted representatives of BOK access to a document data room, and from that date to June 17, 2018 BOK conducted due diligence, which included in person meetings and telephonic communications with CoBiz. During this time CoBiz also performed reverse due diligence on BOK.

On May 15, 2018, Mr. Bangert and Mr. Bradshaw spoke to discuss the status of BOK’s due diligence review of CoBiz and related matters. During this call Mr. Bradshaw reaffirmed BOK’s strategic interest in a business

 

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combination with CoBiz and reconfirmed his views of his originally proposed exchange ratio range. He also requested additional diligence materials to use in refining BOK’s valuation models.

Over the next several weeks management of CoBiz and representatives of BofA Merrill Lynch spoke with their counterparts at BOK and its financial advisors to discuss various valuation and due diligence matters, and during these conversations they emphasized the importance of BOK’s final offer being at the upper end of BOK’s initial proposal range.

On May 24, 2018, the Capital Formation Committee of the CoBiz Board of Directors held a meeting to receive an update on the discussions and due diligence review process with BOK.

On June 1, 2018, BOK sent a letter of intent to CoBiz proposing a merger of CoBiz into a subsidiary of BOK, in which each outstanding share of CoBiz common stock would be exchanged for 0.17 shares of BOK common stock and $5.70 in cash, representing a price range of $22.18 - $23.59 per share of CoBiz common stock based on the closing price of BOK common stock from March 29th (the date of BOK’s initial proposal letter) through June 1st.

Later that day, the Capital Formation Committee met. Representatives from BofA Merrill Lynch, Simpson Thacher and Sherman & Howard attended the meeting. Mr. Bangert began the meeting by providing an overview of BOK’s proposal. Representatives of BofA Merrill Lynch then provided a financial review of BOK’s proposal and various financial metrics, and noted that BOK’s proposal was at the higher end of the preliminary pricing range submitted by BOK on March 29th. After a discussion of other potential benefits and risks of a transaction with BOK, the Committee authorized senior management of CoBiz to negotiate the letter of intent with BOK with the view of presenting it to the full board for consideration in the near future.

On June 2, 2018, CoBiz provided a draft of the merger agreement prepared by Simpson Thacher to Frederic Dorwart, Lawyers, PLLC (which we refer to as “Frederic Dorwart”), BOK’s legal advisors. From that point through June 17, 2018, Simpson Thacher and Frederic Dorwart exchanged multiple revised drafts of the definitive agreement and participated in discussions and negotiations with respect to the drafts.    

On June 5, 2018, the CoBiz Board of Directors met. Representatives from BofA Merrill Lynch, Simpson Thacher and Sherman & Howard attended the meeting. Mr. Bangert reviewed the terms of BOK’s proposal. Representatives of BofA Merrill Lynch then provided a financial review of BOK’s proposal and various financial metrics, including a comparison to precedent transactions. The board reviewed again the potential benefits and challenges of remaining independent, including the need for significant additional investments in technology and management resources. After a full discussion of other potential benefits and risks of a transaction with BOK, the CoBiz board instructed senior management to execute the letter of intent with BOK and continue negotiations with BOK.

Over the next several weeks Mr. Bangert and Mr. Bradshaw spoke several times to discuss, among other things, strategic and operational matters, and the managements and advisors to both companies continued discussions on due diligence and other matters.

On June 6, 2018, CoBiz provided BOK with drafts of the voting agreements to be entered into by Mr. Bangert and Mr. Rothman to Frederic Dorwart.

On June 11, 2018, the Capital Formation Committee met. Representatives of BofA Merrill Lynch, Simpson Thacher and Sherman & Howard attended the meeting. The Committee discussed the status of the transaction negotiations with BOK. The representative of Simpson Thacher reviewed the current version of the merger agreement with the board. Representatives of BofA Merrill Lynch then provided a market update of BOK’s and CoBiz’s share trading prices and ratios and reviewed certain financial metrics.

 

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On June 15, 2018, the CoBiz Board of Directors met. Representatives of BofA Merrill Lynch, Simpson Thacher and Sherman & Howard attended the meeting. Mr. Bangert began the meeting by providing an update to the board of recent developments relating to the potential transaction with BOK. A representative of Simpson Thacher reviewed the current version of the merger agreement with the board, including the changes that had been made from the draft previously discussed. The representatives of BofA Merrill Lynch provided an update on the transaction negotiations with BOK. BofA Merrill Lynch then presented materials summarizing its financial analyses of BOK’s proposal. After a review of the BofA Merrill Lynch materials and a detailed discussion of other potential benefits and risks of a transaction with BOK, the CoBiz board determined that the proposed transaction with BOK was in the best long-term interests of CoBiz’s shareholders and approved the merger agreement and authorized management to execute the merger agreement, subject to final approval by the Capital Formation Committee and delivery of BofA Merrill Lynch’s fairness opinion.

From June 15th through June 17th management of CoBiz and BOK and their respective advisors negotiated the final terms of the merger agreement and related matters.

On June 17, 2018, the Capital Formation Committee of the CoBiz Board of Directors held a meeting to consider and approve the final terms of the proposed transaction with BOK. Representatives of BofA Merrill Lynch, Simpson Thacher and Sherman & Howard attended the meeting. A representative of Simpson Thacher reviewed the execution version of the definitive merger agreement with the Committee. Representatives of BofA Merrill Lynch then delivered its written opinion to the effect that as of June 17, 2018, and subject to the conditions, limitations and qualifications stated therein, the merger consideration provided for in the merger agreement was fair to holders of CoBiz common stock from a financial point of view. The Committee then unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement, and authorized management to execute and deliver the merger agreement. That evening the merger agreement and the ancillary agreements were executed by the parties.

On June 18, 2018, CoBiz and BOK issued a joint press release before the opening of stock markets in New York announcing the execution of the merger agreement.

Recommendation of the CoBiz Board of Directors and Reasons for the Merger

In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, and to recommend that its shareholders approve merger agreement, the CoBiz Board of Directors evaluated the merger agreement, the merger and the other transactions contemplated by the merger agreement in consultation with CoBiz management, as well as CoBiz’s financial and legal advisors, and considered a number of factors, including the following:

 

   

CoBiz’s board of directors’ familiarity with and review of CoBiz’s business, financial condition, results of operations and prospects, including its business plan and its potential for growth, development, productivity and profitability;

 

   

the review undertaken by the CoBiz Board of Directors and management, with the assistance of financial and legal advisors, with respect to the strategic alternatives available to CoBiz, including the possibility of remaining independent;

 

   

its review and discussions with CoBiz’s management concerning the due diligence examination of BOK;

 

   

publicly available information regarding BOK’s regulatory status;

 

   

the similarities in culture and operating strategies of CoBiz and BOK, and the anticipated economies of scale for the combined company, including investments in technology and expanded product offerings;

 

   

the soundness of BOK’s business, financial condition, results of operation and asset quality;

 

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the anticipated pro forma financial impact of the merger on the combined company, taking into account anticipated cost-savings and other factors, including the fact that the transaction is expected to be immediately accretive to BOK’s earnings;

 

   

the current and prospective environment in which CoBiz and BOK operate, including national and local economic conditions, the interest rate environment, the competitive and regulatory environments for financial institutions generally, and the likely effect of these factors on CoBiz both with and without the merger;

 

   

BOK’s record of service to its communities as exemplified by its “Outstanding” rating on its most recent Community Reinvestment Act performance evaluation;

 

   

the form of merger consideration, including the cash consideration, which would ensure that a portion of the value of the merger consideration would not be subject to potential downward fluctuations in the price of BOK common stock, and the fact that most of the merger consideration would be in stock and with a fixed exchange ratio, which would allow CoBiz’s common shareholders to participate in the future performance of the combined company and the benefit of any synergies achieved;

 

   

the fact that the implied value of the merger consideration, based on BOK’s closing stock price as of June 15, 2018, is approximately $23.02 for each share of CoBiz common stock;

 

   

the expected tax treatment of the merger, taken together, as a “reorganization” for United States federal income tax purposes;

 

   

the size of the termination fee in relation to the overall transaction size, and the requirement that CoBiz submit the proposal to approve the merger agreement to its shareholders even if the CoBiz Board of Directors has withdrawn its recommendation in favor of such proposal;

 

   

the opinion of BofA Merrill Lynch, dated June 17, 2018, to CoBiz’s board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of CoBiz common stock of the merger consideration to be received by such holders, as more fully described below in the section entitled “Opinion of CoBiz’s Financial Advisor”;

 

   

the right to terminate the merger agreement if, subject to BOK’s right to make a compensating adjustment to the exchange ratio, the average daily volume-weighted closing sales prices of a share of BOK common stock during the twenty consecutive trading day period ending on the third trading day preceding the closing date is less than its pre-merger announcement price by 17.5% or more and BOK’s common stock underperforms the NASDAQ Bank Index by 17.5%;

 

   

the fact that the merger agreement provides that CoBiz may take certain actions in response to an unsolicited bona fide written acquisition proposal under specific circumstances, in the event that the CoBiz Board of Directors makes a good faith determination (in accordance with the merger agreement and after consultation with CoBiz’s outside legal counsel and financial advisor) that the failure to take such actions would more likely than not result in a violation of its fiduciary duties under applicable law;

 

   

the potential risks associated with successfully integrating CoBiz’s business, operations and workforce with those of BOK, including the costs and risks of successfully integrating the two companies;

 

   

the potential risk of diverting management and employee attention and resources from the operation of CoBiz’s and BOK’s respective businesses and towards the completion of the merger and the integration of the two companies;

 

   

that CoBiz’s directors and executive officers may have interests in the merger that are different from or in addition to those of its shareholders generally, as described under “The Merger—Interests of CoBiz Directors and Executive Officers in the Merger”;

 

   

the likelihood that BOK will be able to obtain requisite regulatory approvals for the transaction on a timely basis, based on CoBiz management’s discussions with BOK; and

 

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the fact that Steven Bangert, CoBiz’s Chairman and Chief Executive Officer, will become Vice-Chairman-Colorado of BOKF National Association, and will be appointed to each of the BOK and BOKF Board of Directors, which enhances the likelihood that the strategic benefits that CoBiz expects to achieve as a result of the merger will be realized.

The foregoing discussion of the information and factors considered by the CoBiz Board of Directors is not intended to be exhaustive, but includes the material factors considered by the CoBiz Board of Directors. In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the CoBiz Board of Directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The CoBiz Board of Directors considered all these factors as a whole, including discussions with CoBiz’s management and CoBiz’s financial and legal advisors, and overall considered the factors to be favorable to, and to support, its determination.

The foregoing discussion of the information and factors considered by the CoBiz Board of Directors is forward-looking in nature. This information should be read in light of the factors described under the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

For the reasons set forth above, the CoBiz Board of Directors determined that the merger agreement and the transactions contemplated by the merger agreement are in the best interests of CoBiz and its shareholders, and approved the merger agreement and the transactions contemplated thereby. The CoBiz Board of Directors recommends that holders of CoBiz common stock vote “FOR” the approval of the merger agreement, “FOR” the merger-related compensation proposal and “FOR” the common shareholder adjournment proposal (if necessary or appropriate).

Certain Unaudited Prospective Financial Information

Neither CoBiz nor BOK makes, as a matter of course, public disclosure of forecasts or projections of its expected financial performance because of, among other things, the inherent difficulty of accurately predicting financial performance for future periods and the inherent uncertainty of the underlying assumptions. However, CoBiz management provided BofA Merrill Lynch with certain nonpublic unaudited prospective financial information for 2018–2023 prepared by CoBiz management and BOK management provided BofA Merrill Lynch with certain nonpublic unaudited prospective financial information for 2018-2020, that was utilized by BofA Merrill Lynch for purposes of financial analyses performed in connection with its fairness opinion, as described under “—Opinion of CoBiz’s Financial Advisor” beginning on page 47. CoBiz management also provided BOK with the same nonpublic unaudited prospective financial information for 2018 and 2019 that was prepared by CoBiz management. A summary of certain significant elements of this prospective financial information is set forth below and is included in this proxy statement/prospectus solely because such information was made available to BofA Merrill Lynch in connection with its fairness opinion and BOK in connection with their due diligence investigation of CoBiz.

The prospective financial information for CoBiz and BOK reflects numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to CoBiz’s and BOK’s respective businesses, all of which are inherently uncertain and difficult to predict and many of which are beyond CoBiz’s and BOK’s control. The prospective financial information is subjective in many respects and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The prospective financial information may also be affected by CoBiz’s and BOK’s ability to achieve strategic goals, objectives and targets over the applicable periods. As such, the prospective financial information constitutes forward-looking information and is subject to risks and uncertainties, including the risks and uncertainties described under “Risk Factors,” beginning on page 22, “Cautionary Statement Regarding Forward-Looking Statements,” beginning on page 29, and in CoBiz’s Annual Report on Form 10-K for the year ended December 31, 2017 and BOK’s Annual Report on Form 10-K for the year ended December 31, 2017 and the other reports filed by each of CoBiz and

 

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BOK with the SEC that are incorporated by reference into this proxy statement/prospectus, as described under “Where You Can Find More Information,” beginning on page 102.

The prospective financial information for CoBiz and BOK was generally not prepared with a view toward public disclosure or complying with GAAP, the published guidelines of the SEC regarding forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither CoBiz’s nor BOK’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the prospective financial information included below, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the prospective financial information. Furthermore, the prospective financial information does not take into account any circumstances or events occurring after the date it was prepared.

You are strongly cautioned not to place undue reliance on the prospective financial information set forth below. The inclusion of the prospective financial information in this proxy statement/prospectus should not be regarded as an indication that any of CoBiz, BOK or their respective affiliates, advisors or representatives considered or consider the prospective financial information to be necessarily predictive of actual future events, and the prospective financial information should not be relied upon as such. None of CoBiz, BOK or their respective affiliates, advisors or representatives can give any assurance that actual results will not differ from the prospective financial information, and none of them undertakes any obligation to update or otherwise revise or reconcile the prospective financial information to reflect circumstances existing after the date such information was prepared or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the prospective financial information are shown to be in error or to reflect changes in general economic or industry conditions. None of CoBiz, BOK or their respective affiliates, advisors or representatives makes any representation to any shareholder regarding the projections.

In light of the foregoing, and considering that the special meeting will be held several months after the prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, CoBiz’s shareholder are cautioned not to place unwarranted reliance on such information, and BOK and CoBiz urge all shareholders to review CoBiz’s and BOK’s most recent SEC filings for a description of CoBiz’s and BOK’s reported financial results. See “Where You Can Find More Information” in the forepart of this proxy statement/prospectus beginning on page 102.

The prospective financial information summarized in this section is not being included in this proxy statement/prospectus in order to induce any CoBiz shareholder to vote in favor of any of the proposals to be voted on at the special meeting.

The following table presents summary selected unaudited prospective financial information of CoBiz prepared by CoBiz’s management that was provided to BofA Merrill Lynch and, solely with respect to 2018 and 2019, BOK.

 

     For the Years ended December 31,  
     2018     2019     2020     2021     2022     2023  

Total Assets (in thousands)

   $ 4,167,000     $ 4,417,000     $ 4,682,000     $ 4,963,000     $ 5,263,000     $ 5,576,000  

Net Income (in thousands)

   $ 55,400     $ 62,100     $ 66,500     $ 71,900     $ 77,900     $ 84,100  

Return on Average Assets

     1.39     1.45     1.46     1.49     1.52     1.55

Return on Average Tangible Common Equity

     15.8     16.2     16.2     16.6     16.9     17.3

Earnings Per Share

   $ 1.30     $ 1.44     $ 1.53     $ 1.64     $ 1.76     $ 1.88  

Net Interest Margin (FTE)

     4.10     4.22     4.23     4.24     4.26     4.27

 

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The following table presents summary selected unaudited prospective financial information of BOK prepared by BOK’s management.

 

     For the Years ended December 31,  
     2018     2019     2020  

Total Assets (in thousands)

   $ 33,552,000     $ 33,771,000     $ 34,114,000  

Net Income (in thousands)

   $ 436,000     $ 467,000     $ 499,000  

Return on Average Assets

     1.30     1.38     1.46

Return on Average Tangible Common Equity

     13.8     13.8     13.3

Earnings Per Share

   $ 6.67     $ 7.14     $ 7.64  

Net Interest Margin (FTE)

     3.13     3.31     3.45

Opinion of CoBiz’s Financial Advisor

CoBiz has retained BofA Merrill Lynch to act as CoBiz’s financial advisor in connection with the merger. BofA Merrill Lynch is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. CoBiz selected BofA Merrill Lynch to act as CoBiz’s financial advisor in connection with the merger on the basis of BofA Merrill Lynch’s experience in transactions similar to the merger, its reputation in the investment community and its familiarity with CoBiz and its business.

On June 15, 2018, at a meeting of CoBiz’s board of directors held to evaluate the merger, BofA Merrill Lynch delivered to CoBiz’s board of directors an oral opinion, which was confirmed by delivery of a written opinion dated June 17, 2018, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the merger consideration to be received by holders of CoBiz common stock was fair, from a financial point of view, to such holders.

The full text of BofA Merrill Lynch’s written opinion to CoBiz’s board of directors, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex D to this document and is incorporated by reference herein in its entirety. The following summary of BofA Merrill Lynch’s opinion is qualified in its entirety by reference

to the full text of the opinion. BofA Merrill Lynch delivered its opinion to CoBiz’s board of directors for the benefit and use of CoBiz’s board of directors (in its capacity as such) in connection with and for purposes of its evaluation of the merger consideration from a financial point of view. BofA Merrill Lynch’s opinion does not address any other aspect of the merger and no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to CoBiz or in which CoBiz might engage or as to the underlying business decision of CoBiz to proceed with or effect the merger. BofA Merrill Lynch’s opinion does not address any other aspect of the merger and does not constitute a recommendation to any shareholder as to how to vote or act in connection with the proposed merger or any other matter.

In connection with rendering its opinion, BofA Merrill Lynch has, among other things:

 

  (i)

reviewed certain publicly available business and financial information relating to CoBiz and BOK;

 

  (ii)

reviewed certain internal financial and operating information with respect to the business, operations and prospects of CoBiz furnished to or discussed with BofA Merrill Lynch by the management of CoBiz, including certain financial forecasts relating to CoBiz prepared by or at the direction of and approved by the management of CoBiz (which we refer to as “CoBiz management forecasts”);

 

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  (iii)

reviewed certain internal financial and operating information with respect to the business, operations and prospects of BOK furnished to or discussed with BofA Merrill Lynch by the management of BOK, including certain financial forecasts relating to BOK prepared by the management of BOK (which we refer to as “BOK management forecasts”);

 

  (iv)

reviewed certain estimates as to the amount and timing of cost savings anticipated by the management of BOK to result from the merger (which we refer to as “cost savings”);

 

  (v)

discussed the past and current business, operations, financial condition and prospects of CoBiz with members of senior management of CoBiz, and discussed the past and current business, operations, financial condition and prospects of BOK with members of senior managements of CoBiz and BOK;

 

  (vi)

reviewed the potential pro forma financial impact of the merger on the future financial performance of BOK, including the potential effect on BOK’s estimated earnings per share;

 

  (vii)

reviewed the trading histories for CoBiz common stock and BOK common stock and a comparison of such trading histories with each other and with the trading histories of other companies BofA Merrill Lynch deemed relevant;

 

  (viii)

compared certain financial and stock market information of CoBiz and BOK with similar information of other companies BofA Merrill Lynch deemed relevant;

 

  (ix)

compared certain financial terms of the merger to financial terms, to the extent publicly available, of other transactions BofA Merrill Lynch deemed relevant;

 

  (x)

reviewed the relative financial contributions of CoBiz and BOK to the future financial performance of the combined company on a pro forma basis;

 

  (xi)

reviewed a draft dated June 17, 2018, of the merger agreement; and

 

  (xii)

performed such other analyses and studies and considered such other information and factors as BofA Merrill Lynch deemed appropriate.

In arriving at its opinion, BofA Merrill Lynch assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the managements of CoBiz and BOK that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the CoBiz management forecasts, BofA Merrill Lynch was advised by CoBiz, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of CoBiz as to the future financial performance of CoBiz. With respect to the BOK management forecasts and cost savings, BofA Merrill Lynch was advised by BOK, and assumed, with CoBiz’s consent, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of BOK as to the future financial performance of BOK and other matters covered thereby. BofA Merrill Lynch relied, at the direction of CoBiz, on the assessments of the managements of CoBiz and BOK as to BOK’s ability to achieve the cost savings and was advised by BOK, and assumed, with the consent of CoBiz, that the cost savings will be realized in the amounts and at the times projected. BofA Merrill Lynch relied, at CoBiz’s direction, upon the assessments of the management of CoBiz as to the potential impact of market, governmental and regulatory trends and developments relating to or affecting CoBiz and its business. BofA Merrill Lynch did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of CoBiz or BOK, nor did it make any physical inspection of the properties or assets of CoBiz or BOK. BofA Merrill Lynch did not evaluate the solvency or fair value of CoBiz or BOK under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Merrill Lynch assumed, at the direction of CoBiz, that the merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the merger, no delay, limitation, restriction or

 

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condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on CoBiz, BOK or the contemplated benefits of the merger. BofA Merrill Lynch also assumed, at the direction of CoBiz, that the final executed merger agreement would not differ in any material respect from the draft merger agreement reviewed by it.

BofA Merrill Lynch expressed no opinion or view as to any terms or other aspects or implications of the merger (other than the merger consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the merger, any related transactions or any other agreement, arrangement or understanding entered into in connection with or related to the merger or otherwise. BofA Merrill Lynch was not requested to, and it did not, solicit indications of interest or proposals from third parties regarding a possible acquisition of all or any part of CoBiz or any alternative transaction. BofA Merrill Lynch’s opinion was limited to the fairness, from a financial point of view, of the merger consideration to be received by the holders of CoBiz common stock and no opinion or view was expressed with respect to any consideration received in connection with the merger by the holders of any other class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the merger, or class of such persons, relative to the merger consideration or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to CoBiz or in which CoBiz might engage or as to the underlying business decision of CoBiz to proceed with or effect the merger. BofA Merrill Lynch did not express any opinion or view as to what the value of BOK common stock actually would be when issued or the prices at which CoBiz common stock or BOK common stock would trade at any time, including following announcement or consummation of the merger. BofA Merrill Lynch also did not express any opinion or view with respect to, and BofA Merrill Lynch relied, at the direction of CoBiz, upon the assessments of representatives of CoBiz regarding, legal, regulatory, accounting, tax and similar matters relating to CoBiz or the merger, as to which matters BofA Merrill Lynch understood that CoBiz obtained such advice as it deemed necessary from qualified professionals. In addition, BofA Merrill Lynch expressed no opinion or recommendation as to how any shareholder should vote or act in connection with the merger or any other matter.

BofA Merrill Lynch’s opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Merrill Lynch as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion, and BofA Merrill Lynch does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Merrill Lynch’s opinion was approved by a fairness opinion review committee of BofA Merrill Lynch. Except as described in this summary, CoBiz imposed no other limitations on the investigations made or procedures followed by BofA Merrill Lynch in rendering its opinion.

The discussion set forth below in the section entitled “Summary of Material Financial Analyses” represents a brief summary of the material financial analyses presented by BofA Merrill Lynch to CoBiz’s board of directors in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Merrill Lynch, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Merrill Lynch. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Merrill Lynch. For purposes of the financial analyses described below, the value of the merger consideration is deemed to be $23.06 per share of CoBiz common stock, calculated as the sum of (i) the cash consideration of $5.70 per share of CoBiz common stock and (ii) the implied value of the stock consideration of $17.36 per share of CoBiz common stock based on the closing per share price of BOK common stock of $102.09 on June 14, 2018 and the exchange ratio of 0.17 share of BOK common stock per share of CoBiz common stock.

 

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Summary of Material Financial Analyses.

Selected Publicly Traded Companies Analysis. BofA Merrill Lynch reviewed publicly available financial and stock market information for CoBiz and the following eleven U.S. west coast-based publicly traded banks and thrifts with assets between $3 billion and $10 billion, which excluded companies traded over-the-counter and pending merger targets:

 

   

LegacyTexas Financial Group, Inc.

 

   

Opus Bank

 

   

Southside Bancshares, Inc.

 

   

TriCo Bancshares

 

   

National Bank Holdings Corporation

 

   

Westamerica Bancorporation

 

   

Heritage Financial Corporation

 

   

Allegiance Bancshares, Inc.

 

   

Green Bancorp, Inc.

 

   

Veritex Holdings, Inc.

 

   

Heritage Commerce Corp

BofA Merrill Lynch reviewed, among other things, per share equity values, based on closing stock prices on June 14, 2018, of the selected publicly traded companies as a multiple of tangible book value per share, commonly referred to as TBVPS, as of March 31, 2018, and calendar year 2018 and 2019 estimated earnings per share, commonly referred to as EPS. The overall low to high TBVPS multiples observed for selected publicly traded companies were 1.71x to 3.43x (with a median of 2.34x). The overall low to high calendar year 2018 estimated EPS multiples observed for selected publicly traded companies were 13.6x to 21.5x (with a median of 17.3x). The overall low to high calendar year 2019 estimated EPS multiples observed for selected publicly traded companies were 11.7x to 20.0x (with a median of 14.0x). BofA Merrill Lynch then applied ranges of TBVPS multiples as of March 31, 2018 and calendar year 2018 and 2019 EPS multiples of 1.99x to 2.70x, 14.7x to 19.9x and 11.9x to 16.1x, respectively, derived from the selected publicly traded companies to CoBiz’s estimated TBVPS as of March 31, 2018 and calendar year 2018 and 2019 estimated EPS.

BofA Merrill Lynch also reviewed core deposit premiums of the selected publicly traded companies, calculated as market capitalization less tangible common equity, as a percentage of core deposits (representing total deposits other than time deposits of greater than $250,000, in each case as of March 31, 2018. The overall low to high core deposit premiums observed for selected publicly traded companies were 7.5% to 33.1% (with a median of 20.6%) of core deposits. BofA Merrill Lynch then applied ranges of core deposit premiums of 17.5% to 23.7% derived from the selected publicly traded companies to CoBiz’s core deposits as of March 31, 2018.

Estimated financial data of the selected publicly traded companies were based on publicly available research analysts’ estimates, and estimated financial data of CoBiz were based on the CoBiz management forecasts. This analysis indicated the following approximate implied per share equity value reference ranges for CoBiz, as compared to the merger consideration:

 

Implied Per Share Equity Value Reference Ranges for CoBiz

  

Merger Consideration

TBVPS

  

2018E EPS

  

2019E EPS

  

Core Deposit Premium

    

$15.89 - $21.50

   $19.13 - $25.88    $17.13 - $23.18    $21.09 - $25.73    $23.06

No company used in this analysis is identical or directly comparable to CoBiz. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and

 

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judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which CoBiz was compared.

Selected Precedent Transactions Analysis. BofA Merrill Lynch reviewed, to the extent publicly available, financial information relating to the following seventeen selected U.S. bank merger transactions with a value of greater than $500 million announced since January 1, 2017:

 

Acquiror

  

Target

•  Independent Bank Group, Inc.

  

•  Guaranty Bancorp

•  Fifth Third Bancorp

  

•  MB Financial, Inc.

•  Cadence Bancorporation

  

•  State Bank Financial Corporation

•  CVB Financial Corporation

  

•  Community Bank

•  Pacific Premier Bancorp, Inc.

  

•  Grandpoint Capital, Inc.

•  City National Bank of Florida

  

•  TotalBank

•  Valley National Bancorp

  

•  USAmeriBancorp Inc.

•  First Financial Bancorp.

  

•  MainSource Financial Group Inc.

•  Union Bankshares Corporation

  

•  Xenith Bankshares, Inc.

•  First Horizon National Corporation

  

•  Capital Bank Financial Corp.

•  South State Corporation

  

•  Park Sterling Corporation

•  PacWest Bancorp

  

•  CU Bancorp

•  Home BancShares, Inc.

  

•  Stonegate Bank

•  Sterling Bancorp

  

•  Astoria Financial Corporation

•  IBERIABANK Corporation

  

•  Sabadell United Bank, N.A.

•  Pinnacle Financial Partners, Inc.

  

•  BNC Bancorp

•  Columbia Banking System, Inc.

  

•  Pacific Continental Corporation

BofA Merrill Lynch reviewed per share transaction values, calculated as the enterprise value implied for the target company based on the consideration payable in the selected transaction, as a multiple of the target company’s TBVPS as of March 31, 2018. The overall low to high multiples of the target companies’ TBVPS for the selected transactions were 1.56x to 3.19x (with a median of 2.41x). BofA Merrill Lynch then applied TBVPS multiples of 2.05x to 2.77x derived from the selected transactions to CoBiz’s estimated TBVPS as of March 31, 2018. Estimated financial data of the selected transactions were based on publicly available information. Estimated financial data of CoBiz were based on the CoBiz management forecasts. This analysis indicated the following approximate implied per share equity value reference range for CoBiz, as compared to the merger consideration:

 

Implied Per Share Equity Value Reference Range for CoBiz

  

Merger Consideration

$16.31 - $22.07

   $23.06

No company, business or transaction used in this analysis is identical or directly comparable to CoBiz or the merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which CoBiz and the merger were compared.

Discounted Cash Flow Analysis. BofA Merrill Lynch performed a discounted cash flow analysis of CoBiz to calculate the estimated present value of the capital available for distribution that CoBiz was forecasted to generate during 2018 through 2023 based on forecasts provided by CoBiz management. For purposes of calculating the terminal value, BofA Merrill Lynch utilized 2024 net income as approved by CoBiz management. BofA Merrill Lynch calculated terminal values for CoBiz by applying terminal forward multiples of (i) 12.0x to 16.0x to CoBiz’s fiscal year 2024 estimated EPS and (ii) 2.00x to 2.75x to CoBiz’s estimated TBVPS as of December 31, 2023. The capital available for distribution and terminal values were then discounted to present

 

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value as of December 31, 2018 using discount rates ranging from 8.6% to 10.8%, which were based on an estimate of CoBiz’s weighted average cost of capital. This analysis indicated the following approximate implied per share equity value reference ranges for CoBiz as compared to the merger consideration:

 

Implied Per Share Equity Value Reference Ranges for CoBiz

  

Merger Consideration

EPS

  

TBVPS

    

$20.28 - $27.83

   $18.09 - $25.22    $23.06

Other Factors.

BofA Merrill Lynch also noted certain additional factors that were not considered part of BofA Merrill Lynch’s material financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

 

   

historical trading prices of CoBiz common stock as a multiple of CoBiz’s future earnings and tangible book value, which indicated that such multiples were generally higher than the average multiples for the financial institutions comprising the KBW Regional Bank Index for the period from December 31, 2011 through June 14, 2018;

 

   

publicly available research analysts’ price targets for CoBiz common stock, which indicated low to high price targets for CoBiz common stock of approximately $21.00 to $24.00 per share;

 

   

publicly available research analysts’ price targets for BOK common stock, which indicated low to high price targets for BOK common stock of approximately $98.00 to $112.00 per share;

 

   

the relationship between movements in CoBiz common stock and BOK common stock during the eight-year period ended June 14, 2018, including the daily ratio of the closing price of CoBiz common stock to the closing price of BOK common stock during such period, and the average of this ratio calculated over various periods ended June 14, 2018;

 

   

the relative stock price performance of CoBiz common stock, BOK common stock, the median of common stock of the eleven selected publicly traded peers companies and the KBW Regional Bank Index for the period from BOK’s offer on March 29, 2018 through June 14, 2018; and

 

   

the potential pro forma financial effect of the merger on (i) BOK’s estimated EPS for calendar year 2020, after giving effect to potential strategic and operational benefits anticipated to result from the merger, (ii) BOK’s TBVPS, and (iii) BOK’s capital ratios.

Miscellaneous.

As noted above, the discussion set forth above in the sections entitled “Summary of Material Financial Analyses” is a summary of the material financial analyses presented by BofA Merrill Lynch to CoBiz’s board of directors in connection with its opinion and is not a comprehensive description of all analyses undertaken or factors considered by BofA Merrill Lynch in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Merrill Lynch believes that its analyses summarized above must be considered as a whole. BofA Merrill Lynch further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Merrill Lynch’s analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Merrill Lynch considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of CoBiz and BOK. The estimates of the

 

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future performance of CoBiz and BOK in or underlying BofA Merrill Lynch’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Merrill Lynch’s analyses. These analyses were prepared solely as part of BofA Merrill Lynch’s analysis of the fairness, from a financial point of view, to the holders of CoBiz common stock of the merger consideration to be received by such holders and were provided to CoBiz’s board of directors in connection with the delivery of BofA Merrill Lynch’s opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Merrill Lynch’s view of the actual values of CoBiz or BOK.

The type and amount of consideration payable in the merger was determined through negotiations between CoBiz and BOK, rather than by any financial advisor, and was approved by CoBiz’s board of directors. The decision to enter into the merger agreement was solely that of CoBiz’s board of directors. As described above, BofA Merrill Lynch’s opinion and analyses were only one of many factors considered by CoBiz’s board of directors in its evaluation of the proposed merger and should not be viewed as determinative of the views of CoBiz’s board of directors or management with respect to the merger or the merger consideration.

CoBiz has agreed to pay BofA Merrill Lynch for its services in connection with the merger an aggregate fee currently estimated to be approximately $9.8 million, $1 million of which was payable upon delivery of its opinion and the remaining portion of which is contingent upon consummation of the merger.    CoBiz also has agreed to reimburse BofA Merrill Lynch for its expenses incurred in connection with BofA Merrill Lynch’s engagement and to indemnify BofA Merrill Lynch, any controlling person of BofA Merrill Lynch and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

BofA Merrill Lynch and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Merrill Lynch and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of CoBiz, BOK and certain of their respective affiliates.

BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to CoBiz and have received or in the future may receive compensation for the rendering of these services, including having provided or providing certain derivatives trading services to CoBiz. From June 1, 2016 through May 31, 2018, BofA Merrill Lynch and its affiliates derived aggregate revenues from CoBiz of less than $1 million for investment and corporate banking services.

In addition, BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to BOK and have received or in the future may receive compensation for the rendering of these services, including (i) having acted as joint book-running manager and underwriter on a debt offering for BOK, (ii) having acted or acting as lender or under certain leasing and other credit facilities for BOK, (iii) having provided or providing certain treasury management services and products to BOK and (iv) having provided or providing certain derivatives trading services to BOK. From June 1, 2016 through May 31, 2018, BofA Merrill Lynch and its affiliates derived aggregate revenues from BOK of approximately $5 million for investment and corporate banking services.

 

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BOK’s Board of Directors’ Reasons for the Merger

BOK reasons for entering into the merger agreement include the opportunity to:

 

   

Enhance its existing presence in the attractive Colorado and Arizona markets;

 

   

Catalyze revenue growth by providing CoBiz customers a more robust product offering, including treasury management, wealth management, and private banking products and services, as well as a higher lending limit; and

 

   

Drive material earnings accretion and improve return on capital and return on assets for shareholders.

The Executive Committee, acting with full authority of the Board of Directors, unanimously approved the merger agreement after executive management discussed the above as well as the terms of the merger agreement, CoBiz employees and management teams, results of due diligence, reputation of CoBiz, assets, liabilities, results of operations and risk factors. In view of the variety of factors considered in connection with the evaluation of the merger, the Executive Committee did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. The Executive Committee based its position on all the information and factors presented to and considered by it. In addition, individual directors may have given differing weights to different factors.

This explanation of the Executive Committee’s reasoning and all other information in this section is forward-looking and therefore should be read in conjunction with the factors discussed under the heading “Information Regarding Forward Looking Statements” beginning on page 29. The members of the Executive Committee include the Chairman of the Board, the Chief Executive Officer and the Chairpersons of each of the committees of the Board of Directors.

Management and Board of Directors of BOK After the Merger

Pursuant to the merger agreement, BOK has agreed to appoint to its and BOKF, National Association’s Boards of Directors, at or prior to the effective time of the merger, Steven Bangert or, if Mr. Bangert is unable to be appointed, such other member of the Board of Directors of CoBiz mutually agreed upon by CoBiz and BOK. BOK agreed to include Mr. Bangert in the slate of directors at the annual meeting of BOK’s stockholders to occur after the effective time of the merger. Information regarding current directors of BOK and CoBiz, including biographical information, compensation and stock ownership, can be found in each of BOK’s and CoBiz’s proxy statements for their respective 2018 annual meetings of shareholders, which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” in the forepart of this proxy statement/prospectus.

Interests of CoBiz Directors and Executive Officers in the Merger

In considering the recommendation of CoBiz’s board of directors with respect to the merger, CoBiz’s shareholders should be aware that the directors and executive officers of CoBiz have certain interests in the merger that may be different from, or in addition to, the interests of CoBiz’s shareholders generally. CoBiz’s board of directors was aware of these interests and considered them, among other matters, in making its recommendation that CoBiz’s shareholders vote to approve the merger proposal. These interests are described in further detail below.

Conversion of Shares of CoBiz Common Stock Held by Directors and Officers of CoBiz Pursuant to the Merger

As a group, the CoBiz directors and executive officers beneficially owned, as of July 31, 2018, an aggregate of approximately 3,509,557 shares of CoBiz common stock. At the effective time of the merger, each share of CoBiz common stock held by the directors and executive officers that is issued and outstanding immediately prior to the effective time of the merger will, like all other shares of CoBiz common stock, be converted into the

 

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right to receive (i) 0.17 shares of BOK common stock, and (ii) $5.70 in cash, for each share of CoBiz common stock. Dispositions of shares of CoBiz common stock, if any, prior to the closing of the merger will change the number of shares of BOK common stock and cash the directors and executive officers of CoBiz will receive in respect of their shares of CoBiz common stock upon the closing of the merger.

The following table sets forth the total number of shares of CoBiz common stock beneficially owned by each CoBiz executive officer and director, as of July 31, 2018.

 

Name

   Shares of CoBiz Common Stock Beneficially Owned (#)  

Executive Officers

  

Steven Bangert

     1,467,892  

Lyne B. Andrich

     106,527  

Richard J. Dalton

     60,794  

Troy R. Dumlao

     18,679  

Susan L. Hermann

     17,084  

Christopher S. Huss

     30,368  

Robert B. Ostertag

     56,305  

David E. Pass, Jr.

     13,693  

Jeremy Lindner

     16,982  

Non-Employee Directors

  

Michael G. Hutchinson

     299  

Angela M. MacPhee

     3,715  

Joel R. Montbriand

     11,715  

Jonathan P. Pinkus

     3,548  

Mary K. Rhinehart

     10,575  

Noel N. Rothman

     1,656,924  

Terrance M. Scanlan

     1,548  

Bruce H. Schroffel

     12,957  

Mary Beth Vitale

     11,715  

Marc S. Wallace

     2,632  

Willis T. Wiedel

     5,605  

Conversion of CoBiz Stock Options

The CoBiz executive officers held, as of July 31, 2018, options to acquire 1,150 shares of CoBiz common stock, at a weighted average exercise price of $12.18. The CoBiz non-employee directors held, as of July 31, 2018, options to acquire 30,183 shares of CoBiz common stock, at a weighted average exercise price of $10.63.

At the effective time of the merger, each outstanding option to acquire shares of CoBiz common stock held by executive officers and directors will vest (to the extent unvested) and be cancelled and converted automatically into the right to receive the merger consideration with respect to a number of shares of CoBiz common stock equal to (x) the product of (A) the number of shares of CoBiz common stock subject to such stock option multiplied by (B) the excess, if any, of (i) the sum of the per share stock consideration and the per share cash consideration over (ii) the exercise price per share, divided by (y) the sum of the per share stock consideration and the per share cash consideration. The “per share stock consideration” means the exchange ratio of 0.17 times the average of the closing-sale prices of BOK common stock for the five full trading days ending on the trading day immediately preceding the effective time of the merger. The “per share cash consideration” means $5.70 in cash. Any stock option that has an exercise price per share that is greater than or equal to the sum of the per share stock consideration plus the per share cash consideration will be cancelled in exchange for no consideration.

 

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CoBiz may take actions during the 2018 calendar year to accelerate the vesting and settlement of the stock options to a date no later than December 31, 2018 in order to mitigate the impact of Sections 280G and 4999 of the Code, subject to approval of BOK.

The following table sets forth the number and weighted average exercise price of the vested and unvested stock options held by each executive officer and director of CoBiz, as of July 31, 2018.

 

     CoBiz Stock Options  

Name

   Vested
(#)
     Unvested
(#)
     Weighted
Average
Exercise
Price ($)
 

Executive Officers

  

Steven Bangert

     —          —          —    

Lyne B. Andrich

     150        —          8.69  

Richard J. Dalton

     —          —          —    

Troy R. Dumlao

     —          —          —    

Susan L. Hermann

     —          —          —    

Christopher S. Huss

     —          —          —    

Robert B. Ostertag

     —          —          —    

David E. Pass, Jr.

     —          —          —    

Jeremy Lindner

     1,000        —          12.70  

Non-Employee Directors

        

Michael G. Hutchinson

     —          —          —    

Angela M. MacPhee

     3,000        —          11.52  

Joel R. Montbriand

     4,000        —          10.22  

Jonathan P. Pinkus

     2,833        —          12.27  

Mary K. Rhinehart

     4,000        —          10.22  

Noel N. Rothman

     —          —          —    

Terrance M. Scanlan

     833        —          14.59  

Bruce H. Schroffel

     4,600        —          9.70  

Mary Beth Vitale

     5,000        —          9.50  

Marc S. Wallace

     1,917        —          12.85  

Willis T. Wiedel

     4,000        —          10.22  

Conversion of CoBiz Restricted Stock Awards

The executive officers held, as of July 31, 2018, 109,023 restricted stock awards.

At the effective time of the merger, each outstanding restricted stock award will vest (to the extent unvested) and be cancelled and converted automatically into the right to receive merger consideration with respect to the number of shares of CoBiz common stock subject to such restricted stock award. CoBiz may take actions during the 2018 calendar year to accelerate the vesting and settlement of the restricted stock awards to a date no later than December 31, 2018 in order to mitigate the impact of Sections 280G and 4999 of the Code, subject to approval of BOK.

 

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The following table sets forth the total number of restricted stock awards held by each executive officer and director of CoBiz, as of July 31, 2018.

 

Name

   Shares of
Restricted
Stock (#)
 

Executive Officers

  

Steven Bangert

     40,314  

Lyne B. Andrich

     16,905  

Richard J. Dalton

     5,940  

Troy R. Dumlao

     5,034  

Susan L. Hermann

     4,316  

Christopher S. Huss

     6,001  

Robert B. Ostertag

     13,421  

David E. Pass, Jr.

     4,419  

Jeremy Lindner

     12,673  

Cash-Based Retention Programs

Under the merger agreement, CoBiz may establish a cash-based retention program for its employees (including the executive officers) to promote retention and incentivize efforts to consummate the closing, payable immediately prior to the effective time of the merger or upon an earlier qualifying termination of employment. Allocations of amounts under the closing date retention program are to be determined by CoBiz’s chief executive officer (or his designees), subject to the approval of BOK. If a retention award or portion thereof is forfeited by a participant prior to the closing date, CoBiz’s chief executive officer (or his designees) may reallocate the retention award (or unpaid portion thereof) to existing employees or new hires of CoBiz, subject to approval of BOK.

Under the merger agreement, CoBiz may also establish a cash-based retention program for its employees (including the executive officers) to promote retention and incentivize efforts through the CoBiz Bank conversion date. Participants (which may include the executive officers) and amounts under the conversion date retention program are to be mutually agreed between CoBiz and BOK.

Annual Bonus

Under the merger agreement, BOK is required to honor the bonus plans or arrangements in place for continuing CoBiz employees for the fiscal year in which closing occurs. To the extent closing occurs prior to the payment of bonuses in respect of any fiscal year of CoBiz, BOK will pay the annual bonuses to such employees in respect of such fiscal year in the ordinary course and based on actual performance through the end of the fiscal year (with any subjective performance criteria deemed achieved at 100% of target levels), subject to continued employment through the bonus payment date; provided that (i) if a continuing CoBiz employee is terminated without cause following the end of the fiscal year but prior to the bonus payment date, the employee is entitled to receive the full annual bonus amount, payable on the employee’s termination date and (ii) if a CoBiz employee is terminated immediately prior to closing or a continuing CoBiz employee is terminated prior to the end of the fiscal year in which closing occurs, the employee will be entitled to receive the annual bonus, prorated through the employee’s termination date, which bonus will be based on actual performance through the termination date (with any subjective performance criteria deemed achieved at 100% of target levels), payable on the termination date. All annual bonuses payable pursuant to the above will be payable in full in cash, including with respect to any portion of the bonus that would otherwise be payable in equity-based awards.

In addition, CoBiz may take actions during the 2018 calendar year to accelerate all or a portion of the bonus for the 2018 fiscal year to a date no later than December 31, 2018 in order to mitigate the impact of Sections 280G and 4999 of the Code, subject to the approval of BOK.

 

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Employment Agreements

CoBiz is party to employment agreements with each of its executive officers, which provide severance benefits upon a qualifying termination of employment. All such severance benefits are subject to the executive officer’s execution of a release of all claims against CoBiz and its affiliates.

If the employment of Messrs. Bangert, Dalton, Ostertag, or Pass or Ms. Andrich were terminated by the executive for any reason or by CoBiz without cause, in each case, within two years following a change in control of CoBiz (such as the merger), the executive officer would be entitled to the following:

 

   

Basic Compensation Continuation. A cash severance payment equal to the product of (a) the executive’s annual basic compensation plus the higher of (x) the executive’s discretionary annual bonus for the previous calendar year or (y) the average of the executive’s discretionary bonus for the previous three calendar years multiplied by (b) the severance multiplier, in each case payable in 12 equal monthly payments. The severance multiplier is 2.99 in the case of Mr. Bangert, 2.00 in the case of Messrs. Ostertag and Pass and Ms. Andrich, and 1.99 in the case of Mr. Dalton.

 

   

Health Insurance. Reimbursement for an amount equal to monthly COBRA premiums for continued coverage under CoBiz’s health insurance plans, less the amount the executive officer would have paid for coverage as an employee, for 12 months following the date of termination. For other benefit plans provided to the executive officer, CoBiz will pay in cash the amount that would have been paid or contributed to each such plan for the executive officer’s benefit had termination not occurred (excluding automobile and club dues, which benefits end upon termination).

 

   

Retirement Plans. For 12 months following the date of termination, CoBiz will pay the executive officer in cash the amount that it would have paid or contributed to each retirement plan for the executive officer’s benefit during the 12 month period following the date of termination.

 

   

Excise Tax Gross-Up. If any excise tax is imposed under Section 4999 of the Code or any successor provision, CoBiz shall indemnify and hold the executive officer harmless against all such excise taxes and any interest, penalties or costs with respect thereto.

If the employment of Messrs. Dumlao, Huss or Lindner or Ms. Hermann is terminated without cause or for good reason within six months (12 months for Mr. Dumlao) following a change in control of CoBiz (such as the merger), the executive officer would be entitled to the following:

 

   

Severance Payment. A cash severance payment equal to (i) the executive officer’s base compensation for a period of 12 months plus (ii) if the executive officer (other than Mr. Dumlao) received a bonus in respect of the last full fiscal year prior to the date of termination, an amount equal to the average of the bonuses paid to the executive officer in respect of each year in the three-year period ending with such last full fiscal year (or such fewer fiscal years in which the executive officer has been employed). For Mr. Dumlao, such bonus amount shall be equal to the greater of (x) such average bonus or (y) the bonus paid to Mr. Dumlao for the last full fiscal year.

 

   

Health Insurance. CoBiz will pay, or reimburse the executive officer for, the portion of COBRA continuation coverage premiums for the executive officer and his or her covered dependents that would result in the executive officer’s portion of such COBRA continuation coverage premiums being equal to the premiums being paid by active employees of CoBiz for the same coverage for up to six months (12 months for Mr. Dumlao) following the date of termination.

For an estimate of the amounts that would become payable to CoBiz’s named executive officers under their employment agreements if each experienced a qualifying termination of employment immediately following the effective time of the merger, see “—Quantification of Potential Payments to CoBiz’s Named Executive Officers in Connection with the Merger” below. CoBiz estimates that the value of the compensation and benefits that would become payable to its four other executive officers under their change of control employment

 

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agreements if the effective time of the merger were July 31, 2018 and each experienced a severance-qualifying termination of employment immediately thereafter is $1.8 million in the aggregate.

Post-Closing Roles

Under the merger agreement, at or prior to the effective time of the merger, Mr. Bangert, or if Mr. Bangert is unable to be appointed, such other person mutually agreed upon by CoBiz and BOK, will be appointed to the board of directors of BOK and BOKF, National Association.

In addition, Mr. Bangert has been offered the role of Vice Chairman – Colorado of BOKF NA following the effective time of the merger. Mr. Bangert has entered into an employment agreement, which is effective upon and subject to the closing of the merger, with BOKF NA, a wholly owned subsidiary of BOK, CoBiz Bank, a wholly owned subsidiary of CoBiz, and for certain limited purposes, CoBiz. Pursuant to the employment agreement, Mr. Bangert will serve as Vice Chairman – Colorado of BOKF NA following the effective time of the merger. The employment agreement has an initial two-year term. During Mr. Bangert’s employment and for two years thereafter, he will be subject to certain customary non-solicitation and non-competition covenants. The employment agreement provides Mr. Bangert with an annual base salary of $50,000. Mr. Bangert will also receive a bonus payment within 3 days following the effective time of the merger equal to the payment he would have received under his prior employment agreement had he timely terminated such agreement within 24 months following a change in control as described above. In the event that Mr. Bangert is terminated without cause or is constructively discharged, Mr. Bangert is entitled to severance equal to the standard severance pay for senior banking employees at BOK plus a lump sum payment equal to his then annual salary.    Following the effective time of the merger, Mr. Bangert’s prior employment agreement shall be terminated and of no further force or effect.

Indemnification; Directors’ and Officers’ Insurance

The merger agreement provides that from and after the effective time of the merger, BOK will indemnify and hold harmless, to the fullest extent permitted by applicable law, each present and former director, officer or employee of CoBiz and its subsidiaries (in each case, when acting in such capacity) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether arising before or after the effective time of the merger, arising in whole or in part out of, or pertaining to, the fact that such person is or was a director, officer or employee of CoBiz or its subsidiaries, and pertaining to matters, acts or omissions existing or occurring at or prior to the effective time of the merger, and will also advance expenses to such persons to the fullest extent permitted by applicable law, provided that such person provides an undertaking (in a reasonable and customary form) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. In addition, for a period of six years from the effective time, BOK will maintain a liability insurance policy for the benefit of certain persons, including CoBiz’s directors and executive officers.

Quantification of Potential Payments to CoBiz’s Named Executive Officers in Connection with the Merger

The information set forth in the table below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about certain compensation for each of CoBiz’s named executive officers (as identified in accordance with SEC regulations) that is based on or otherwise relates to the merger and assumes, among other things, that CoBiz’s named executive officers will incur a severance-qualifying termination of employment immediately following the effective time of the merger. For additional details regarding the terms of the payments described below, see the discussion under the caption “The Merger—Interests of CoBiz’s Directors and Executive Officers in the Merger.”

The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including assumptions described below, and do not reflect certain compensation

 

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actions that may occur before the effective time of the merger. For purposes of calculating such amounts, we have assumed:

 

   

July 31, 2018 as the closing date of the merger; and

 

   

a severance-qualifying termination of each named executive officer’s employment immediately following the effective time of the merger.

 

Name

   Cash
($)(1)
     Equity
($)(2)
     Benefits
($)(3)
     Total
($)
 

Named Executive Officers

           

Steven Bangert

     3,641,560        886,102        33,975        4,561,637  

Lyne B. Andrich

     1,420,559        371,572        18,931        1,811,061  

Richard J. Dalton

     1,032,243        130,561        33,980        1,196,783  

Robert B. Ostertag

     1,033,049        294,994        29,579        1,357,621  

David Pass

     685,788        97,130        33,934        816,852  

 

(1)

Cash. As described above, the cash amount payable to the named executive officers consists of the following components:

 

  (a)

For Messrs. Bangert, Dalton, Ostertag and Pass and Ms. Andrich, a cash severance amount equal to the product of (a) the named executive officer’s annual basic compensation plus the higher of (x) the named executive officer’s discretionary annual bonus for the previous calendar year or (y) the average of the named executive officer’s discretionary bonus for the previous three calendar years multiplied by (b) the severance multiplier, which severance is payable under the employment agreements in 12 equal monthly payments. The severance multiplier is 2.99 in the case of Mr. Bangert, 2.00 in the case of Mr. Ostertag, Mr. Pass and Ms. Andrich and 1.99 in the case of Mr. Dalton. If any excise tax is imposed under Section 4999 of the Code, Messrs. Bangert, Dalton, Ostertag and Pass and Ms. Andrich are also entitled to be indemnified and held harmless against all such excise taxes and any interest, penalties or costs with respect thereto. In addition, for Mr. Bangert, a cash severance amount equal to the standard severance pay for senior banking employees at BOK plus a lump sum payment of $50,000.

Except for the cash severance payments payable to Mr. Bangert under his current employment agreement, the cash severance payments are “double-trigger” (i.e., it is contingent upon a qualifying termination of employment following the effective time of the merger). Under the employment agreements, Messrs. Dalton, Ostertag and Pass and Ms. Andrich may terminate his or her employment within 24 months after a change in control for any reason and be entitled to receive the cash severance payments. Under the employment agreement for Mr. Bangert effective upon and subject to the closing of the merger (as described above), Mr. Bangert is entitled to the severance under his current employment agreement as a bonus payment within 3 days following the effective time of the merger and his severance under the new employment agreement is contingent upon a qualifying termination of employment following the effective time of the merger.

 

Name

   Severance
Payment ($)
 

Named Executive Officers

  

Steven Bangert

     4,561,637  

Lyne B. Andrich

     1,811,061  

Richard J. Dalton

     1,196,783  

Robert B. Ostertag

     1,357,621  

David Pass

     816,852  

 

 

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(2)

Equity. As described above, at the effective time of the merger, each outstanding CoBiz stock option will become vested (to the extent unvested) and be cancelled and converted into the right to receive the merger consideration with respect to the number of shares of CoBiz common stock based on (x) the number of shares of CoBiz common stock subject to such stock option multiplied by (y) the merger consideration less the applicable exercise price. As of the effective time of the merger, each outstanding restricted stock award will vest (to the extent unvested) and be cancelled and converted into the right to receive merger consideration. This table assumes a price per share of CoBiz common stock of $21.98 (the average closing price of shares of CoBiz’s common stock on the five business days following the first public announcement of the merger). Set forth are the values of each type of unvested CoBiz equity award held by the named executive officers that would become vested upon the effective time of the merger. These amounts are “single-trigger” (i.e., payable automatically in connection with the effective time of the merger, without regard to a qualifying termination of employment).

 

Name

   Stock
Options
($)
     Restricted
Stock
($)
 

Named Executive Officers

     

Steven Bangert

     —          886,102  

Lyne B. Andrich

     —          371,572  

Richard J. Dalton

     —          130,561  

Robert B. Ostertag

     —          294,994  

David Pass

     —          97,130  

 

(3)

Benefits. As described above, the employment agreements provide for (i) reimbursement of an amount equal to monthly COBRA payments for continued coverage under health insurance plans, less the amount the executive officer would have paid for coverage as an employee, for 12 months following the date of termination and (ii) payment in cash of the amount that would have been contributed by CoBiz for other benefit plans, including retirement plans, had termination not occurred during the 12 month period following the date of termination. These amounts are “double-trigger”.

Dividends/Distributions

From and after the date of the merger agreement, June 17, 2018, CoBiz may not, and may not permit its subsidiaries to, without the prior written consent of BOK, make any dividend payments or distributions other than (i) regular quarterly cash dividends by CoBiz at a rate not in excess of $0.10 per share of CoBiz common stock, and (ii) dividends paid by any of CoBiz’s subsidiaries to CoBiz or any of CoBiz’s wholly owned subsidiaries.

 

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The merger agreement provides that BOK and CoBiz must coordinate with one another with respect to the declaration of dividends in respect of BOK common stock and CoBiz common stock, and the record dates and payment dates with respect thereto, with the intention that the holders of CoBiz common stock should not receive two dividends, or fail to receive a dividend, in any quarter with respect to their shares of CoBiz common stock and any BOK common stock they receive in exchange therefor in the merger.

After the effective time, no dividends or other distributions declared or made with respect to BOK common stock, will be paid to the holder of any unsurrendered certificate or book entry share that evidenced ownership of shares of CoBiz common stock until such holder properly surrenders such shares. See “ —Conversion of Shares; Exchange and Payment Procedures” beginning on page 38.

Material U.S. Federal Income Tax Consequences of the Merger

For purposes of this discussion, a U.S. holder is a beneficial owner of CoBiz stock who for United States federal income tax purposes is:

 

   

a citizen or individual resident of the United States;

 

   

a corporation, or an entity treated as a corporation, created or organized in or under the laws of the United States or any State or the District of Columbia;

 

   

a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (2) such trust has a valid election in effect under applicable Treasury Regulations to be treated as a United States person; or

 

   

an estate that is subject to United States federal income tax on its income regardless of its source.

If a partnership (including for this purpose any entity treated as a partnership for United States federal income tax purposes) holds CoBiz stock, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership. If you are a partner of a partnership holding CoBiz stock, you should consult your tax advisor.

This discussion addresses only those CoBiz shareholders that hold their CoBiz stock as a capital asset within the meaning of Section 1221 of the Internal Revenue Code, and does not address all the United States federal income tax consequences that may be relevant to particular CoBiz shareholders in light of their individual circumstances or to CoBiz shareholders that are subject to special rules, such as:

 

   

financial institutions;

 

   

pass-through entities and investors in such entities;

 

   

insurance companies;

 

   

tax-exempt organizations;

 

   

real estate investment trusts;

 

   

regulated investment companies;

 

   

mutual funds;

 

   

dealers in securities;

 

   

traders in securities that elect to use a mark to market method of accounting;

 

   

persons who exercise dissenters’ rights;

 

   

persons that hold CoBiz stock as part of a straddle, hedge, constructive sale or conversion transaction;

 

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United States expatriates or former citizens or residents of the United States,

 

   

U.S. holders whose functional currency is not the U.S. dollar,

 

   

persons who are not U.S. holders; and

 

   

shareholders who acquired their shares of CoBiz stock through the exercise of an employee stock option or otherwise as compensation or through a tax-qualified retirement plan, individual retirement accounts or other tax-deferred accounts.

In addition, the discussion does not address any alternative minimum tax or any state, local or foreign tax consequences of the merger, nor does it address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010.

The following discussion is based on the Internal Revenue Code, its legislative history, existing and proposed regulations thereunder and published rulings and decisions, all as currently in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. Any such change could affect the continuing validity of this discussion.

BOK and CoBiz have structured the merger to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. The obligation of BOK to complete the merger is conditioned upon the receipt at closing of an opinion from Frederic Dorwart, Lawyers PLLC, counsel to BOK, to the effect that the merger will for United States federal income tax purposes qualify as a reorganization based upon customary representations made by BOK and CoBiz. The obligation of CoBiz to complete the merger is conditioned upon the receipt at closing of an opinion from Simpson Thacher & Bartlett LLP, counsel to CoBiz, to the effect that the merger will for United States federal income tax purposes qualify as a reorganization based upon customary representations made by BOK and CoBiz. Neither of these opinions is binding on the Internal Revenue Service or the courts. BOK and CoBiz have not requested and do not intend to request any ruling from the Internal Revenue Service as to the United States federal income tax consequences of the merger. Consequently, no assurance can be given that the Internal Revenue Service will not assert, or that a court would not sustain, a position contrary to any of those set forth below.

Accordingly, each CoBiz shareholder should consult its tax advisor with respect to the particular tax consequence of the merger to such holder.

Tax Consequences of the Merger Generally to Holders of CoBiz Stock.

If the merger is treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, the tax consequences for CoBiz shareholders who receive shares of BOK common stock and cash in exchange for shares of CoBiz common stock pursuant to the merger are as follows:

 

   

gain (but not loss) will be recognized in an amount equal to the lesser of (1) the amount by which the sum of the fair market value of the shares of BOK common stock (including any fractional share deemed received) and cash (other than cash received instead of a fractional share of BOK common stock) received by a holder of CoBiz common stock exceeds such holder’s tax basis in its CoBiz common stock, and (2) the amount of cash received by such holder of CoBiz common stock (except with respect to any cash received instead of fractional interests in shares of BOK common stock, as discussed in the section entitled “Cash Received Instead of a Fractional Share of BOK Common Stock” below);

 

   

the aggregate basis of the shares of BOK common stock received in the merger will be the same as the aggregate basis of the CoBiz common stock for which it is exchanged, decreased by the amount of cash received in the merger (except with respect to any cash received instead of fractional interests in shares of BOK common stock), decreased by any basis attributable to fractional interests in shares of BOK common stock for which cash is received, and increased by the amount of any gain recognized on the

 

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exchange (regardless of whether such gain is classified as capital gain, or as ordinary dividend income, as discussed below, but excluding any gain or loss recognized with respect to fractional interests in shares of BOK common stock for which cash is received); and

 

   

the holding period of shares of BOK common stock received in exchange for shares of CoBiz common stock will include the holding period of the CoBiz common stock for which it is exchanged.

If holders of CoBiz stock acquired different blocks of CoBiz stock at different times or at different prices, any gain will be determined separately with respect to each block of CoBiz stock and such holders’ basis and holding period in their shares of BOK common stock will be determined by reference to each block of CoBiz stock.

Gain that holders of CoBiz common stock recognize in connection with the merger generally will constitute capital gain and will constitute long-term capital gain if such holders have held (or are treated as having held) their CoBiz common stock for more than one year as of the date of the merger. Long-term capital gain of non-corporate holders of CoBiz common stock is generally taxed at preferential rates. All or part of the gain that a particular U.S. holder of CoBiz common stock recognizes could be treated as dividend income rather than capital gain if (i) such U.S. holder is a significant shareholder of BOK or (ii) such U.S. holder’s percentage ownership, taking into account constructive ownership rules, in BOK after the merger is not meaningfully reduced from what its percentage ownership would have been if it had received solely shares of BOK common stock rather than a combination of cash and shares of BOK common stock in the merger. This could happen, for example, because of ownership of additional shares of BOK common stock by such holder, ownership of shares of BOK common stock by a person related to such holder or a share repurchase by BOK from other holders of shares of BOK common stock. The Internal Revenue Service has indicated in rulings that any reduction in the interest of a minority shareholder that owns a small number of shares in a publicly and widely held corporation and that exercises no control over corporate affairs would result in capital gain as opposed to dividend treatment. Because the possibility of dividend treatment depends primarily upon each holder’s particular circumstances, including the application of the constructive ownership rules, holders of CoBiz common stock should consult their tax advisors regarding the application of the foregoing rules to their particular circumstances.

Cash Received Instead of a Fractional Share of BOK Common Stock.

A holder of CoBiz common stock who receives cash instead of a fractional share of BOK common stock will generally be treated as having received the fractional share pursuant to the merger and then as having sold that fractional share of BOK common stock for cash. As a result, a holder of CoBiz common stock will generally recognize gain or loss equal to the difference between the amount of cash received and the basis in his or her fractional share interest as set forth above. Except as described above, this gain or loss will generally be capital gain or loss, and will be long-term capital gain or loss if, as of the effective date of the merger, the holding period for such shares is greater than one year. The deductibility of capital losses is subject to limitations.

Backup Withholding and Information Reporting.

Payments of cash to a holder of CoBiz common stock may, under certain circumstances, be subject to information reporting and backup withholding, unless the holder provides proof of an applicable exemption satisfactory to BOK and the exchange agent or furnishes its taxpayer identification number, and otherwise complies with all applicable requirements of the backup withholding rules. Any amounts withheld from payments to a holder under the backup withholding rules are not additional tax and will be allowed as a refund or credit against the holder’s United States federal income tax liability, provided the required information is furnished to the Internal Revenue Service.

A holder of CoBiz stock who receives BOK stock as a result of the merger will be required to retain records pertaining to the merger. Each holder of CoBiz stock who is required to file a United States federal income tax return and who is a “significant holder” that receives BOK stock in the merger will be required to file a statement

 

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with such United States federal income tax return in accordance with Treasury Regulations Section 1.368-3 setting forth such holder’s basis (determined immediately prior to the exchange) in the CoBiz stock surrendered and the fair market value (determined immediately prior to the exchange) of the CoBiz stock that is exchanged by such significant holder. A “significant holder” is a holder of CoBiz stock who, immediately before the merger, owned at least 5% of the outstanding stock of CoBiz or securities of CoBiz with a basis for federal income taxes of at least $1.0 million.

The preceding discussion is intended only as a summary of material United States federal income tax consequences of the merger and does not address tax consequences that may vary with, or are contingent on, individual circumstances. Moreover, it does not address any non-income tax or any foreign, state or local tax consequences of the merger. Thus, you are strongly encouraged to consult your tax advisor as to the specific tax consequences resulting from the merger, including tax return reporting requirements, the applicability and effect of United States federal, state, local, and other tax laws and the effect of any proposed changes in the tax laws.

Regulatory Approvals Required for the Merger

Before BOK and BOKF Bank may complete the merger and the bank merger, they must obtain regulatory approval from federal banking regulators, as summarized below. BOK and Cobiz have agreed to use, and cause their applicable subsidiaries to use, reasonable best efforts to obtain the regulatory approvals necessary or advisable to complete the merger and bank merger.

Board of Governors of the Federal Reserve System

Completion of the merger is subject, among other things, to approval by the Federal Reserve Board pursuant to Section 3 of the BHC Act. In considering the approval of an application under Section 3 of the BHC Act, the Federal Reserve Board reviews certain factors, including: (1) the competitive impact of the transaction, (2) the financial and managerial resources of the bank holding companies and banks involved and the future prospects of the combined organization (including consideration of the current and projected capital positions and levels of indebtedness), (3) the convenience and needs of the communities to be served, (4) the effectiveness of the companies in combatting money laundering, and (5) the extent to which the proposal would result in greater or more concentrated risks to the stability of the United States banking or financial system.

The Federal Reserve Board also reviews the records of performance of the relevant insured depository institutions under the Community Reinvestment Act of 1977 (which we refer to as the “CRA”). In addition, in connection with an interstate merger transaction, the Federal Reserve Board considers certain additional factors under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (which we refer to as the Riegle-Neal Act), including the capital position of the acquiring bank holding company, state laws regarding the minimum age of the bank to be acquired, the concentration of deposits on a nationwide and statewide basis, and compliance with any applicable state community reinvestment and antitrust laws.

Furthermore, the BHC Act and Federal Reserve Board regulations require published notice of, and the opportunity for public comment on, the application to the Federal Reserve Board, and authorize the Federal Reserve Board to hold a public hearing or meeting if the Federal Reserve Board determines that a hearing or meeting would be appropriate. The Federal Reserve Board takes into account the views of third party commenters, particularly on the subject of the merging parties’ CRA performance and record of service to their communities. As part of the review process in merger transactions, the Federal Reserve Board frequently receives protests from community groups and others. Any hearing, meeting or comments provided by third parties could prolong the period during which the application is under review by the Federal Reserve Board.

 

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Office of the Comptroller of the Currency

In order to consummate the merger of CoBiz Bank with and into BOKF Bank, BOKF Bank must receive the approval of the OCC under Section 18(c) of the Federal Deposit Insurance Act (the “Bank Merger Act”). In considering the approval of an application under the Bank Merger Act, the OCC reviews certain factors, including: (1) the competitive impact of the transaction, (2) the financial and managerial resources of the depository institutions party to the bank merger and future prospects of the resulting institution, (3) the convenience and needs of the communities to be served, (4) the depository institutions’ effectiveness in combating money-laundering activities and (5) the risk to the stability of the United States banking and financial system.

The OCC also reviews the records of performance of the relevant insured depository institutions under the CRA. In addition, in connection with an interstate bank merger transaction, the OCC considers certain additional factors under the Riegle-Neal Act, state laws regarding the minimum age of the bank to be acquired, the concentration of deposits on a nationwide and statewide basis, and compliance with any applicable state community reinvestment and antitrust laws. Under the Riegle-Neal Act, the OCC may approve an interstate merger transaction only if each constituent bank is adequately capitalized at the time the application for such transaction is filed with the OCC, and the OCC determines that the resulting bank will be well capitalized and well managed upon the closing of the transaction.

Furthermore, the Bank Merger Act and OCC regulations require published notice of, and the opportunity for public comment on, the application to the OCC, and authorize the OCC to hold a public hearing or meeting if the OCC determines that a hearing or meeting would be appropriate. The OCC takes into account the views of third party commenters, particularly on the subject of the merging parties’ CRA performance and record of service to their communities. As part of the review process in merger transactions, the OCC frequently receives protests from community groups and others. Any hearing, meeting or comments provided by third parties could prolong the period during which the application is under review by the OCC.

Department of Justice

In addition to the Federal Reserve Board and the OCC, the Department of Justice (which we refer to as the “DOJ”) conducts a concurrent competitive review of the merger to analyze the merger’s competitive effects and determine whether the merger would result in a violation of the antitrust laws. Transactions approved under Section 3 of the BHC Act or the Bank Merger Act generally may not be completed until 30 days after the approval of the applicable federal banking agency is received, during which time the DOJ may challenge the transaction on antitrust grounds. With the approval of the applicable federal banking agency and the concurrence of the DOJ, the waiting period may be reduced to no less than 15 days. The commencement of an antitrust action would stay the effectiveness of such an approval unless a court specifically ordered otherwise. In reviewing the merger, the DOJ could analyze the merger’s effect on competition differently than the Federal Reserve Board or the OCC, and thus it is possible that the DOJ could reach a different conclusion than the Federal Reserve Board or the OCC regarding the merger’s effects on competition. A determination by the DOJ not to object to the merger may not prevent the filing of antitrust actions by private persons or state attorneys general.

BOK and CoBiz believe that the merger and bank merger should not raise substantial antitrust or other significant regulatory concerns and that BOK will be able to obtain all requisite regulatory approvals in a timely manner. However, there can be no assurance that all of the regulatory approvals described above will be obtained and, if obtained, as to the timing of any such approvals. In addition, there can be no assurance that such approvals will not impose conditions or requirements that would reasonably be likely to have a material adverse effect on BOK and its subsidiaries, taken as a whole, after giving effect to the merger. There can likewise be no assurances that U.S. federal or state regulatory authorities will not attempt to challenge the merger on antitrust grounds or for other reasons, or if such a challenge is made, as to the result of such challenge.

 

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Stock Exchange Listings

Following the merger, the shares of BOK common stock will continue to trade on NASDAQ under the symbol “BOKF.”

Delisting and Deregistration of CoBiz Common Stock after the Merger

When the merger is completed, the shares of CoBiz common stock currently listed on NASDAQ will be delisted from NASDAQ and will be deregistered under the Exchange Act.

 

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RESALE OF BOK COMMON SHARES

All shares of BOK common stock received by CoBiz shareholders in the merger, will be freely tradable for purposes of the Securities Act of 1933, as amended (which we refer to as the “Securities Act”) and the Exchange Act, except for shares of BOK common stock received by any CoBiz shareholder who becomes an “affiliate” of BOK after completion of the merger. This proxy statement/prospectus does not cover resales of shares of BOK common stock received by any person upon completion of the merger, as applicable, and no person is authorized to make any use of this proxy statement/prospectus in connection with any resale. At or promptly following the closing of the merger, BOK expects to take the necessary steps to delist the CoBiz common stock from NASDAQ and terminate CoBiz’s registration and reporting obligations with the SEC, so that CoBiz common stock will no longer trade on NASDAQ or any other securities exchange and CoBiz will no longer file reports or other public disclosure with the SEC under the Exchange Act.

 

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VOTING AGREEMENTS

The description in this section and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the complete text of the voting agreements, copies of which are attached as Annexes B-1 and B-2 to this proxy statement/prospectus and are incorporated by reference herein in its entirety. This summary does not purport to be complete and may not contain all of the information about the voting agreement that is important to you. You are encouraged to read the voting agreements carefully and in their entirety.

In connection with the execution of the merger agreement, and as a condition to BOK’s willingness to enter into the merger agreement, each of Steven Bangert and Noel N. Rothman entered into voting agreements with BOK. As of July 31, 2018, Mr. Bangert and Mr. Rothman beneficially owned in the aggregate 3,124,816 shares of CoBiz common stock (representing approximately 7.4% of the outstanding shares of CoBiz common stock). The foregoing shares are referred to as the existing shares, and together with any shares of CoBiz common stock or other capital stock of CoBiz of which Mr. Bangert or Mr. Rothman acquires beneficial ownership on or after the date thereof, are referred to as the subject shares.

Voting

At the CoBiz special meeting and any other meeting or in any written consent of CoBiz shareholders called in relation to any of the following matters, Mr. Bangert and Mr. Rothman has each agreed to be appear at such meeting or otherwise cause all of their respective subject shares to be counted as present and vote or cause to be voted all of their shares as follows:

 

  (A)

in favor of the approval of the merger agreement and the other transactions contemplated thereby;

 

  (B)

in favor of any proposal to adjourn or postpone the CoBiz meeting to a later date if there are not sufficient votes to approve the merger agreement and the other transactions contemplated by the merger agreement;

 

  (C)

against any acquisition proposal (as hereinafter defined); and

 

  (D)

against any other action or agreement that would reasonably be expected to prevent, materially impair or materially delay the closing of the merger.

Prohibition on Transfers

Until the termination of the voting agreement, Mr. Bangert and Mr. Rothman will each not, directly or indirectly:

 

   

sell (including short sales), transfer, give, pledge, grant a security interest in, encumber, assign, grant any option for the sale of, enter into a “put equivalent position” (as defined in Rule 16a-1(h) under the exchange act) or otherwise transfer or dispose of (including by operation of law) any of the subject shares (which we refer to collectively as a “transfer”); or

 

   

enter into any agreement, arrangement or undertaking with respect to any transfer of the subject shares, other than to an affiliate who agrees in writing to comply with all the provisions of the voting agreement.

Under the terms of the voting agreement, any transfer of the subject shares without BOK’s consent is void.

Termination

The voting agreement will terminate automatically upon the earlier of the effective time of the merger and the termination of the merger agreement.

 

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THE MERGER AGREEMENT

This section describes the material terms of the merger agreement. The description in this section and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. You are encouraged to read the merger agreement carefully and in its entirety. This section is not intended to provide you with any factual information about BOK or CoBiz. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings BOK and CoBiz make with the SEC, as described in the section entitled “Where You Can Find More Information” in the forepart of this proxy statement/prospectus.

Effects of the Merger; Merger Consideration

BOK’s board of directors has approved and CoBiz’s board of directors has approved the merger agreement and the transactions contemplated thereby. The merger agreement provides for the merger of CoBiz with and into Merger Sub, with Merger Sub continuing as the surviving corporation. Immediately following the merger or at such later time as BOK may determine, CoBiz Bank, a Colorado state-chartered bank and a wholly-owned subsidiary of CoBiz, will merge with and into BOKF, National Association, a national banking association and a wholly-owned subsidiary of BOK, with BOKF continuing as the surviving entity.

Before the completion of the merger, BOK may change the method or structure of effecting the combination of BOK and CoBiz, provided, that no such change may (1) alter or change the merger consideration or the number of shares of BOK common stock received by CoBiz’s shareholders in exchange for each share of CoBiz common stock, (2) adversely affect the tax treatment of CoBiz’s or BOK’s shareholders, (3) adversely affect the tax treatment of BOK or CoBiz or (4) materially impede or delay the closing of the transactions contemplated by the merger agreement in a timely manner.

If the merger is completed, each share of CoBiz common stock issued and outstanding immediately prior to the effective time of the merger (other than dissenting shares or shares of common stock owned by CoBiz, BOK or Merger Sub), will be converted into the right to receive 0.17 shares of BOK common stock and $5.70 in cash.

BOK will not issue any fractional shares of BOK common stock in the merger. Instead, a CoBiz shareholder who otherwise would have received a fraction of a share of BOK common stock will receive an amount in cash (rounded to the nearest cent) determined by multiplying the fraction of the BOK common stock to which the holder would otherwise be entitled by the average closing sale prices of BOK common stock on NASDAQ as reported by the Wall Street Journal for the five full trading days ending on the trading day prior to the closing date of the merger.

Closing and Effective Time of the Merger

Unless the parties otherwise mutually agree, the closing of the merger will occur no later than three business days after the satisfaction or waiver of all the closing conditions, including the receipt of all required regulatory approvals, shareholder approval and after the expiration of all regulatory waiting periods. See “The Merger Agreement—Conditions to the Merger” beginning on page 81 for a more complete description of the conditions that must be satisfied prior to closing.

On the closing date, the surviving corporation will effect the merger legally by filing a statement of merger with the Secretary of State of the State of Colorado and a certificate of merger with the Secretary of State of the State of Oklahoma. The merger will become effective at such time as is specified in such statement of merger and certificate of merger. The time at which the merger becomes effective is sometimes referred to in this proxy statement/prospectus as the “effective time.”

 

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As of the date of this proxy statement/prospectus, the parties expect that the merger will be effective in the fourth quarter of 2018. However, there can be no assurance as to when or if the merger will occur.

If the merger has not been consummated on or before June 17, 2019, the merger agreement may be terminated by either BOK or CoBiz, unless the failure of the closing to occur by such date is due to the failure of the party seeking to terminate the merger agreement to perform or observe the covenants and agreements of such party set forth in the merger agreement. See the section below entitled “The Merger Agreement—Termination; Termination Fee” beginning on page 82.

Conversion of Shares and Exchange of Certificates

The conversion of CoBiz common stock into the right to receive the merger consideration will occur automatically at the effective time of the merger. After completion of the merger, the exchange agent will exchange any certificates representing shares of CoBiz common stock for the merger consideration to be received pursuant to the terms of the merger agreement.

Letter of Transmittal

As promptly as practicable after the effective time of the merger, and in any event within 5 days thereafter, the exchange agent will mail to each holder of record of CoBiz common stock immediately prior to the effective time of the merger a letter of transmittal and instructions on how to surrender shares of CoBiz common stock in exchange for the merger consideration and any cash in lieu of fractional shares the holder is entitled to receive under the merger agreement.

If a certificate for CoBiz common stock has been lost, stolen, or destroyed, the exchange agent will issue the merger consideration upon receipt of (1) an affidavit of that fact by the claimant and (2) if required by BOK, the posting of a bond in an amount as BOK may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such certificate.

After completion of the merger, there will be no further transfers on the stock transfer books of CoBiz of shares of CoBiz common stock that were issued and outstanding immediately prior to the effective time.

Withholding

BOK and the exchange agent will be entitled to deduct and withhold from any cash portion of the merger consideration or any cash in lieu of fractional shares, cash dividends or distributions payable, or any other amounts otherwise payable pursuant to the merger agreement to any holder of CoBiz common stock or CoBiz equity awards the amounts they are required to deduct and withhold under the Code or any provision of state, local, or foreign tax law. If any such amounts are withheld and paid over to the appropriate governmental authority, these amounts will be treated for all purposes of the merger agreement as having been paid to the holder of CoBiz common stock or CoBiz equity awards from whom they were withheld.

Dividends and Distributions

No dividends or other distributions declared with respect to BOK common stock will be paid to the holder of any unsurrendered certificates of CoBiz common stock until the holder surrenders such certificate in accordance with the merger agreement. After the surrender of a certificate in accordance with the merger agreement, the record holder thereof will be entitled to receive any such dividends or other distributions, without any interest, which had previously become payable with respect to the whole shares of BOK common stock that the shares of CoBiz common stock represented by such certificate have been converted into the right to receive under the merger agreement.

 

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Treatment of CoBiz Stock Options and Other Equity Awards

Stock Options. At the effective time of the merger, subject to the terms and conditions of the merger agreement, each option granted by CoBiz to purchase shares of CoBiz common stock under the company stock plan, whether vested or unvested, that is outstanding and unexercised immediately prior to the effective time, shall fully vest and shall be cancelled and converted automatically into the right to receive the merger consideration, less applicable withholding, with respect to a number of shares of CoBiz common stock equal to (x) the product of (A) the number of shares of CoBiz common stock subject to such stock option multiplied by (B) the excess, if any, of (i) the sum of the per share stock consideration and the per share cash consideration over (ii) the exercise price per share, divided by (y) the sum of the per share stock consideration and the per share cash consideration. The “per share stock consideration” means the exchange ratio of 0.17 times the average of the closing-sale prices of BOK common stock for the five full trading days ending on the trading day immediately preceding the effective time of the merger. The “per share cash consideration” means $5.70 in cash. Any stock option that has an exercise price per share that is greater than or equal to the sum of the per share stock consideration plus the per share cash consideration will be cancelled in exchange for no consideration.

Restricted Stock Awards. At the effective time of the merger, subject to the terms and conditions of the merger agreement, each CoBiz restricted stock award that is outstanding immediately prior to the effective time shall fully vest and shall be cancelled and converted automatically into the right to receive merger consideration, less applicable withholding, with respect to the number of shares of CoBiz common stock subject to such restricted stock award.

Covenants and Agreements

Conduct of Businesses Prior to the Completion of the Merger. CoBiz has agreed that, prior to the effective time of the merger, except as required by law, as consented to by BOK or as contemplated or permitted by the merger agreement, CoBiz will conduct its businesses, and cause its subsidiaries to conduct their respective businesses, in the ordinary course in all material respects and use commercially reasonable efforts to maintain and preserve intact its business organization, the services of its employees and its advantageous business relationships. CoBiz and BOK have each agreed not to, and cause their respective subsidiaries not to, knowingly take any action that would reasonably be expected to adversely affect or materially delay the ability of CoBiz, BOK or their respective subsidiaries to obtain any necessary regulatory approvals required for the transactions contemplated by the merger agreement or perform their respective covenants and agreements under the merger agreement or to consummate the transactions contemplated by the merger agreement.

In addition to the general covenants above, CoBiz has agreed that prior to the effective time of the merger, subject to specified exceptions, it will not, and will not permit its subsidiaries to, without the prior written consent of BOK (which will not be unreasonably withheld, conditioned or delayed):

 

   

other than in the ordinary course of business, incur any indebtedness for borrowed money (other than (x) indebtedness of CoBiz or any of its wholly-owned subsidiaries to CoBiz or any of its subsidiaries or (y) Federal Home Loan Bank advances, deposits, purchases of federal funds and entering into repurchase agreements), assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person (other than (x) a subsidiary of CoBiz, (y) in connection with the presentation of items for collection and (z) letters of credit and similar instruments);

 

   

(i) adjust, split, combine or reclassify any capital stock; (ii) make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible (whether currently convertible or convertible only after the passage of time or the occurrence of certain events) into or exchangeable for any shares of its capital stock (except (A) regular quarterly cash dividends by CoBiz on the CoBiz common stock at a rate not in excess of $0.10 per share of CoBiz common stock, (B) dividends paid by

 

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any of CoBiz’s subsidiaries to CoBiz or any of CoBiz’s wholly-owned subsidiaries, (C) the acceptance of shares of CoBiz common stock as payment for the exercise price of CoBiz stock options or for withholding taxes incurred in connection with the exercise of CoBiz stock options or the vesting or settlement of CoBiz equity awards or (D) to satisfy obligations under CoBiz benefit plans; (iii) grant any stock options, stock appreciation rights, performance shares, restricted stock unit awards, restricted shares or other equity-based awards or interests; or (iv) issue, sell or otherwise permit to become outstanding any additional shares of capital stock or securities convertible or exchangeable into, or exercisable for, any shares of its capital stock or any options, warrants, or other rights of any kind to acquire any shares of capital stock, except for employee, consultant and non-employee director equity awards in the ordinary course of business pursuant to the exercise of CoBiz stock options or the vesting or settlement of CoBiz equity awards;

 

   

sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets or any business to any person other than a wholly-owned subsidiary, or cancel, release or assign any material indebtedness owed by any such person or any claims against any such person, in each case other than permitted encumbrances or in the ordinary course of business or pursuant to contracts or agreements in force at the date of the merger agreement;

 

   

except for transactions in the ordinary course of business (including by way of foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith), make any material investment either by purchase of stock or securities, contributions to capital, property transfers, or purchase of any property or assets of any other individual, corporation or other entity other than a wholly owned subsidiary of CoBiz;

 

   

(i) terminate, materially amend, or waive any material provision of, any specified CoBiz material contract (as agreed among the parties), other than any contract that terminates by its terms or normal renewals of contracts without material adverse changes of terms with respect to CoBiz or (ii) enter into any contract that would constitute a material contract if it were in effect on the date of the merger agreement;

 

   

except as required under applicable law or the terms of any CoBiz benefit plan (i) increase the compensation or benefits payable to any current or former employee or director, except in the ordinary course of business consistent with past practices that do not exceed 3% in the aggregate; (ii) enter into any new, or amend any existing, employment, severance, loan, change in control, retention or similar agreement or arrangement, except (A) for agreements entered into with any newly hired employees, (B) for employment agreements with employees who are not executive officers or (C) for severance agreements entered into with employees who are not executive officers in connection with terminations of employment, in each case, in the ordinary course of business; (iii) enter into, adopt or terminate any CoBiz benefit plan, except as permitted by clause (ii); (iv) amend any CoBiz benefit plan, other than amendments that do not materially increase the cost to CoBiz of maintaining such CoBiz benefit plan; or (v) enter into or adopt any collective bargaining agreement;

 

   

settle any claim, suit, action or proceeding, except in the ordinary course of business, in an amount and for consideration not in excess of $750,000 individually or $1,500,000 in the aggregate and that would not impose any material restriction on the business of CoBiz or BOK;

 

   

take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code;

 

   

amend CoBiz’s amended and restated articles of incorporation or bylaws or the comparable governing documents of its subsidiaries;

 

   

merge or consolidate itself or any of its subsidiaries with any other person, or restructure, reorganize or completely or partially liquidate or dissolve it or any of its subsidiaries (other than mergers or consolidations solely involving its subsidiaries);

 

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materially restructure or materially change its investment securities or derivatives portfolio or its interest rate exposure through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported, or purchase any security rated below investment grade, in each case, other than (i) in the ordinary course of business consistent with past practice or (ii) as may be required by applicable laws, regulations, guidelines or policies imposed by a governmental entity;

 

   

implement or adopt any material change in its accounting principles, practices or methods, other than as may be required by GAAP or by any applicable law, regulations, guidelines or policies imposed by any government entity;

 

   

enter into any material new line of business;

 

   

make any loans or extensions of credit, except in the ordinary course of business consistent with past practice and in accordance with internal policy limits or pursuant to existing commitments; provided, that BOK must respond to any request for a consent to make such loan or extension of credit not otherwise excepted in writing within two business days after the loan package is delivered to BOK;

 

   

make any material changes in its policies and practices with respect to (i) underwriting, pricing, originating, acquiring, selling, servicing or buying or selling rights to service, loans or (ii) investment, risk and asset liability management or hedging practices and policies, in each case except as may be required by such policies and practices or by any applicable laws, regulations, guidelines or policies imposed by any governmental entity;

 

   

make, or commit to make, any capital expenditures in excess of $1,000,000 in the aggregate, except as contemplated by the merger agreement;

 

   

make application for the opening, relocation or closing of any, or open, relocate or close any, material branch office, material loan production office or other significant office or operations facility of it or its subsidiaries;

 

   

other than in the ordinary course of business consistent with past practice (to the extent applicable), make, change or revoke any material tax election, change an annual tax accounting period, adopt or change any material tax accounting method, file any amended material tax return, enter into any closing agreement with respect to a material amount of taxes, or settle any material tax claim, audit, assessment or dispute or surrender any right to claim a refund of a material amount of taxes; or

 

   

agree to take, make any commitment to take, or adopt any resolutions of its Board of Directors or similar governing body in support of the foregoing actions.

BOK has agreed to a more limited set of restrictions on its business prior to the effective time of the merger. Specifically, BOK has agreed that prior to the effective time of the merger, except as expressly contemplated or permitted by the merger agreement, as required by law or with the prior written consent of CoBiz (which will not be unreasonably withheld, conditioned or delayed), it will not:

 

   

amend its articles of incorporation or its bylaws in a manner that would adversely affect the economic benefits of the merger to the holders of CoBiz common stock;

 

   

adjust, split, combine or reclassify any of its capital stock;

 

   

(i) enter into agreements with respect to, or consummate, any mergers or business combinations, or any acquisition of any other person, (ii) make loans, advances or capital contributions to, or investments in, any other person, or (iii) knowingly take any other action or fail to take any action, in each case of clauses (i), (ii) or (iii), that would reasonably be expected to prevent or materially delay the closing of the merger;

 

   

adopt or publicly propose a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution of BOK or Merger Sub;

 

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take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code; or

 

   

agree to take, make any commitment to take, or adopt any resolutions of its Board of Directors or similar governing body in support of the foregoing actions.

Regulatory Matters. BOK and CoBiz have agreed to promptly prepare and file with the SEC a registration statement on Form S-4, of which this proxy statement/prospectus is a part. BOK and CoBiz have agreed to use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the S-4 effective for so long as necessary to consummate the transactions contemplated by the merger agreement, and CoBiz will thereafter mail or deliver the proxy statement/prospectus to CoBiz’s shareholders. BOK has also agreed to use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by the merger agreement, and CoBiz has agreed to furnish all information concerning CoBiz and the holders of CoBiz common stock as may be reasonably requested in connection with any such action. In addition, BOK and CoBiz have agreed to file no later than 20 business days following the date of the merger agreement, all applications and notices with governmental entities to obtain the requisite regulatory approvals.

BOK and CoBiz have agreed to cooperate with each other and use, and cause their respective subsidiaries to use, their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and governmental entities that are necessary or advisable to consummate the transactions contemplated by the merger agreement.

Additionally, each of BOK and CoBiz has agreed to furnish, upon request, to the other all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with this proxy statement/prospectus, the Form S-4 or any other statement, filing, notice or application made by or on behalf of BOK, CoBiz or any of their respective subsidiaries to any governmental entity in connection with the transactions contemplated by the merger agreement.

BOK and CoBiz have each agreed to use its reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order that would restrain, prevent or delay the closing of the merger and (ii) avoid or eliminate all impediments under applicable law so as to enable the closing of the merger to occur as soon as possible, provided that BOK will not be required and CoBiz will not be permitted to take, or agree to take, any actions or agree to any condition or restriction, in connection with the grant of certain required regulatory approvals, that would reasonably be expected to result in a materially burdensome regulatory condition.

Shareholder Approval. CoBiz’s Board of Directors has resolved to recommend to the CoBiz common shareholders that they approve the merger agreement and the transactions contemplated thereby. CoBiz’s Board of Directors has resolved to convene and hold a meeting of the CoBiz common shareholders as soon as reasonably practicable after the Form S-4 is declared effective and to submit the merger agreement and the transactions contemplated thereby to the CoBiz common shareholders and any other matters required to be approved by the CoBiz common shareholders in order to carry out the intentions of the merger agreement. However, if CoBiz’s Board of Directors, after receiving the advice of its outside counsel and financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under Colorado law to continue to recommend these matters to CoBiz shareholders, then CoBiz’s Board of Directors may submit the merger agreement to its common shareholders without recommendation or may change its recommendation, provided that CoBiz’s Board of Directors may not withdraw or change its recommendation unless (i) it gives BOK at least five business days’ prior written notice of its intention to do so and a reasonable

 

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description of the event or circumstances giving rise to its determination to take such action and (ii) at the end of such notice period, CoBiz’s Board of Directors takes into account any amendment or modification to the merger agreement proposed by BOK and, after receiving the advice of its outside counsel and financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under Colorado law to continue to recommend such matters to CoBiz’s shareholders.

NASDAQ Listing. BOK will cause the BOK common stock to be issued in connection with the merger to be approved for listing on NASDAQ, subject to official notice of issuance, prior to the effective time of the merger.

Employee Matters.

Through the first anniversary of the closing date of the merger, BOK has agreed to provide the CoBiz continuing employees (during any period of employment prior to the first anniversary of the closing date) with (i) a base salary or base wage rate that is no less favorable than that provided by CoBiz to the continuing employee immediately prior to the effective time of the merger, unless the continuing employee chooses to accept a position with BOK that is not substantially similar to the job function for which such continuing employee was employed by CoBiz prior to the closing, (ii) short- and long-term incentive compensation opportunities that, in each case, are no less favorable than such opportunities provided to similarly situated employees of BOK, and (iii) other compensation and employee benefits that are no less favorable, in the aggregate, than the other compensation and employee benefits provided to similarly situated employees of BOK.

BOK further agreed to provide each CoBiz continuing employee whose employment terminates during the period between the closing date of the merger and December 31 of the year following the year in which the closing date occurs with severance benefits equal to the greater of (A) the severance benefits for which such continuing employee was eligible immediately prior to the closing and (B) the severance benefits for which similarly situated employees of BOK would be eligible under the severance plans or policies of BOK, in each case, determined without taking into account any reduction after the closing of the merger in compensation paid to such continuing employee.

BOK also will assume and honor all CoBiz benefit plans in accordance with their terms. Under the merger agreement, BOK has acknowledged that a change in control (or similar phrase) within the meaning of CoBiz’s benefit plans will occur as of the effective time of the merger. If requested by BOK prior to the closing date of the merger, CoBiz will adopt resolutions and take such corporate action as is necessary to terminate CoBiz’s 401(k) plan, effective as of the closing date.

CoBiz may establish a cash-based retention program to promote retention and to incentivize efforts to consummate the closing, with such payments to be paid immediately prior to the effective time of the merger or upon an earlier qualifying termination of employment. Allocations of amounts under the closing date retention program will be determined by CoBiz’s chief executive officer (or his designees), subject to approval of BOK. If a retention award or portion thereof is forfeited prior to the closing date, CoBiz’s chief executive officer (or his designees) may reallocate the retention award (or any unpaid portion thereof) to existing employees or new hires of CoBiz, subject to approval of BOK. CoBiz may also establish a cash-based retention program to promote retention and incentive efforts through the CoBiz Bank conversion date, with participants and amounts to be mutually agreed between CoBiz and BOK.

BOK has agreed to honor the bonus plans or arrangements in place for CoBiz continuing employees for the fiscal year in which closing occurs. To the extent closing occurs prior to the payment of bonuses in respect of any fiscal year of CoBiz, BOK will pay the annual bonuses to such employees in respect of such fiscal year in the ordinary course and based on actual performance through the end of the fiscal year (with any subjective performance criteria deemed achieved at 100% of target levels), subject to continued employment through the bonus payment date; provided that (i) if a CoBiz continuing employee is terminated without cause following the end of the fiscal year but prior to the bonus payment date, the employee is entitled to receive the full annual bonus amount,

 

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payable on the employee’s termination date and (ii) if a CoBiz employee is terminated immediately prior to closing or a CoBiz continuing employee is terminated prior to the end of the fiscal year in which closing occurs, the employee will be entitled to receive the annual bonus, prorated through the employee’s termination date, which bonus will be based on actual performance through the termination date (with any subjective performance criteria deemed achieved at 100% of target levels), payable on the termination date. All annual bonuses payable pursuant to the above will be payable in full in cash, including with respect to any portion of the bonus that would otherwise be payable in equity-based awards.

CoBiz may take actions during the 2018 calendar year to the extent reasonably necessary in order to mitigate the impact of Sections 280G and 4999 of the Code on CoBiz and CoBiz employees, respectively, including, but not limited to, accelerating all or a portion of the bonus for fiscal year 2018 to a date no later than December 31, 2018 and accelerating the vesting and settlement of company stock options and restricted stock awards to a date no later than December 31, 2018, subject to BOK’s approval.

Indemnification and Directors’ and Officers’ Insurance. From and after the effective time of the merger, BOK and Merger Sub will indemnify and hold harmless, to the fullest extent permitted by applicable law, CoBiz’s amended and restated articles of incorporation and bylaws as in effect on the date of the merger agreement or any agreements providing for indemnification by CoBiz or any of its subsidiaries, each present and former director, officer and employee of CoBiz and its subsidiaries from liabilities incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether arising before or after the effective time of the merger, arising in whole or in part out of, or pertaining to, (i) the fact that such person is or was a director, officer or employee of CoBiz or any of its subsidiaries or (ii) is or was serving at the request of CoBiz or any of its subsidiaries as a director or officer of another entity and pertain to matters existing or occurring at or prior to the effective time of the merger, including matters, acts or omissions occurring in connection with the consideration and approval of the merger agreement and the transactions contemplated thereby. BOK and Merger Sub have agreed to maintain, at no cost to the beneficiaries, in effect the current policies of directors’ and officers’ liability insurance maintained by CoBiz or provide substitute directors’ and officers’ liability insurance for the benefit of present and former officers and directors of CoBiz with respect to claims against such directors and officers arising from facts or events occurring at or before the effective time of the merger for a period of six years following the effective time of the merger. Any such substitute insurance must contain terms and conditions that are not less advantageous than the current coverage provided by CoBiz, except that BOK and Merger Sub is not required to incur annual premium expense greater than 300% of CoBiz’s current annual directors’ and officers’ liability insurance premium. In lieu of the foregoing, CoBiz, may obtain a six year “tail” policy at or prior to the effective time of the merger under CoBiz’s existing directors and officers insurance policy on the terms in this paragraph.

No Solicitation. The merger agreement precludes CoBiz and its subsidiaries and their respective officers, directors, agents, advisors and representatives from initiating, soliciting, knowingly encouraging or knowingly facilitating inquiries or proposals with respect to, or engaging or participating in any negotiations concerning, or providing any confidential or nonpublic information or data in connection with, or having or participating in any discussions with any person relating to, or entering into any binding acquisition agreement, merger agreement or other definitive transaction agreement (other than a confidentiality agreement described in this paragraph) relating to, any Acquisition Proposal (defined below). However, if CoBiz receives an unsolicited bona fide written Acquisition Proposal prior to the approval of the merger agreement and the transactions contemplated thereby by CoBiz’s shareholders and CoBiz’s Board of Directors concludes in good faith (after receiving the advice of its outside counsel and financial advisors) that such Acquisition Proposal constitutes or is more likely than not to result in a Superior Proposal (defined below), CoBiz may furnish nonpublic information or data and participate in such negotiations or discussions to the extent that the Board of Directors of CoBiz concludes in good faith (after receiving the advice of its outside counsel and financial advisors) that failure to take such actions would more likely than not result in a violation of its fiduciary duties under applicable law, provided that prior to providing any such nonpublic information or data, CoBiz will have provided such information to BOK and entered into a confidentiality agreement with such third party on material terms no less favorable to it than

 

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the confidentiality agreement between CoBiz and BOK. CoBiz has agreed to, as of the date of the merger agreement, terminate any activities, discussions or negotiations conducted before the date of the merger agreement with any persons other than BOK with respect to any Acquisition Proposal, and to use its reasonable best efforts, subject to applicable law and the fiduciary duties of its Board of Directors, to enforce any existing confidentiality, standstill or similar agreement to which it or its subsidiaries is a party relating to an Acquisition Proposal in accordance with its terms. CoBiz has also agreed to advise BOK within 24 hours following receipt of any Acquisition Proposal, or any inquiry which could reasonably be expected to lead to an Acquisition Proposal, and the substance thereof (including the material terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal), and to keep BOK apprised within 24 hours of any developments, discussions and negotiations, including any amendments to or revisions of the terms of such Acquisition Proposal.

 

   

As used in the merger agreement, “Acquisition Proposal” means (other than the merger) any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of CoBiz and its subsidiaries or 25% or more of any class of equity or voting securities of CoBiz or its subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of CoBiz, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of CoBiz or its subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of CoBiz, or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving CoBiz or its subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of CoBiz, except, in each case, any sale of whole loans and securitizations in the ordinary course of business and any bond a fide internal reorganizations.

 

   

As used in the merger agreement, “Superior Proposal” means a bona fide written Acquisition Proposal that CoBiz’s Board of Directors concludes in good faith to be more favorable to CoBiz’s shareholders than the merger and the other transactions contemplated by the merger agreement, (i) after receiving the advice of its financial advisors (who must be a nationally recognized investment banking firm), (ii) after taking into account the likelihood of consummation of such transaction on the terms set forth therein and (iii) after taking into account all legal (with the advice of outside counsel), financial (including the financing terms of any such proposal), regulatory and other aspects of such proposal (including any expense reimbursement provisions and conditions to closing) and any other relevant factors permitted under applicable law; provided, that for purposes of the definition of “Superior Proposal,” the references to “25%” in the definition of Acquisition Proposal shall be deemed to be references to “a majority.”

Representations and Warranties

The merger agreement contains representations and warranties made by CoBiz to BOK and Merger Sub relating to a number of matters, including the following:

 

   

corporate organization, qualification to do business, good standing, corporate power, and subsidiaries;

 

   

capitalization;

 

   

requisite corporate authority to enter into the merger agreement and to complete the contemplated transactions;

 

   

absence of conflicts with governing documents, applicable laws or certain agreements and instruments as a result of entering into the merger agreement or completing the merger;

 

   

required regulatory consents necessary in connection with the merger;

 

   

proper filing of documents with regulatory agencies and the SEC and the accuracy of information contained in the documents filed with the SEC, and Sarbanes-Oxley certifications;

 

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conformity with U.S. GAAP and SEC requirements of CoBiz’s financial statements filed with the SEC and the absence of undisclosed liabilities;

 

   

accounting and internal controls;

 

   

broker’s and finder’s fees related to the merger;

 

   

absence of a material adverse effect since December 31, 2017;

 

   

legal proceedings and absence of orders, judgments and regulatory restrictions;

 

   

tax matters;

 

   

employee and employee benefits matters;

 

   

compliance with applicable law;

 

   

material contracts;

 

   

agreements with regulatory agencies;

 

   

derivatives;

 

   

environmental matters;

 

   

investments;

 

   

real property;

 

   

intellectual property;

 

   

related party transactions;

 

   

non-applicability of state takeover laws;

 

   

absence of action or any fact or circumstance that would prevent the merger from qualifying as a reorganization for tax purposes;

 

   

opinion from financial advisor;

 

   

accuracy of information provided by CoBiz in this proxy statement/prospectus;

 

   

loans; and

 

   

insurance.

The merger agreement also contains representations and warranties made by BOK and Merger Sub to CoBiz relating to a number of matters, including the following:

 

   

corporate organization, qualification to do business, standing and power, and subsidiaries;

 

   

capitalization;

 

   

requisite corporate authority to enter into the merger agreement and to complete the contemplated transactions;

 

   

absence of conflicts with governing documents, applicable laws or certain agreements as a result of entering into the merger agreement or completing the merger;

 

   

required regulatory consents necessary in connection with the merger;

 

   

proper filing of documents with regulatory agencies and the SEC and the accuracy of information contained in the documents filed with the SEC, and Sarbanes-Oxley certifications;

 

   

the conformity with U.S. GAAP and SEC requirements of BOK’s financial statements filed with the SEC and the absence of undisclosed liabilities;

 

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accounting and internal controls;

 

   

broker’s and finder’s fees related to the merger;

 

   

the absence of a material adverse effect since December 31, 2017;

 

   

legal proceedings;

 

   

tax matters;

 

   

compliance with applicable law;

 

   

material contracts;

 

   

financing;

 

   

agreements with regulatory agencies;

 

   

related party transactions;

 

   

non-applicability of state takeover laws;

 

   

absence of action or any fact or circumstance that would prevent the merger from qualifying as a reorganization for tax purposes; and

 

   

accuracy of information provided by BOK in this proxy statement/prospectus.

Certain of these representations and warranties are qualified as to “materiality” or “material adverse effect.” For purposes of the merger agreement, a “material adverse effect” with respect to BOK, CoBiz or Merger Sub, as the case may be, means any event, circumstance, development, change or effect, that individually or in the aggregate, has a material adverse effect on (i) the business, properties, assets, liabilities, results of operations or financial condition of such person and its subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), material adverse effect shall not be deemed to include the impact of (A) changes in GAAP or applicable regulatory accounting requirements or interpretations thereof, (B) changes in laws, rules, regulations or agency requirements of general applicability to companies in the industries in which such person and its subsidiaries operate, or interpretations thereof by courts or governmental entities, (C) changes in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic or market (including equity, credit and debt markets, as well as changes in interest rates) conditions, (D) public disclosure of the execution of the merger agreement, public disclosure of closing of the transactions contemplated by the merger agreement (including any effect on such person’s or its subsidiaries’ relationships with its customers, employees or other persons) or actions expressly required by the merger agreement or actions or omissions that are taken with the prior written consent of or at the written direction of BOK, in the case of CoBiz, or CoBiz, in the case of BOK, (E) a decline in the trading price of such person’s common stock or the failure, in and of itself, to meet internal or other estimates, predications, projections or forecasts of revenue, net income, or any other measure of financial performance (it being understood that the underlying cause of such decline or failure may be taken into account in determining whether a material adverse effect on such person has occurred) or (F) the expenses incurred by such person and its subsidiaries in negotiating, documenting, effecting and consummating the transaction contemplated by the merger agreement; except, with respect to clauses (A), (B) or (C), to the extent that the effects of such change are disproportionately adverse to the business, properties, assets, liabilities, results of operations or financial condition of such person and its subsidiaries, taken as a whole, as compared to other companies in the industries in which such person and its subsidiaries operate) or (ii) prevents or materially impairs, or would reasonably likely to prevent or materially impair, the ability of such person to timely consummate the transactions contemplated by the merger agreement. The representations and warranties in the merger agreement do not survive the effective time of the merger and, as described below under “—Termination; Termination Fee,” if the merger agreement is validly terminated, there will be no liability under the representations and warranties of the parties, or otherwise under the merger agreement, unless a party engaged in fraud or willfully breached the merger agreement.

 

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This summary and the copy of the merger agreement attached to this proxy statement/prospectus as Annex A are included solely to provide investors with information regarding the terms of the merger agreement. They are not intended to provide factual information about the parties or any of their respective subsidiaries or affiliates. The merger agreement contains representations and warranties by BOK and CoBiz, which were made only for purposes of that agreement and as of specific dates. The representations, warranties and covenants in the merger agreement were made solely for the benefit of the parties to the merger agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those generally applicable to investors. Investors are not third-party beneficiaries under the merger agreement, and in reviewing the representations, warranties and covenants contained in the merger agreement or any descriptions thereof in this summary, it is important to bear in mind that such representations, warranties and covenants or any descriptions thereof were not intended by the parties to the merger agreement to be characterizations of the actual state of facts or condition of BOK, CoBiz or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in BOK’s and CoBiz’s public disclosures. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone and should instead be read in conjunction with the other information contained in the reports, statements and filings that BOK and CoBiz publicly file with the SEC. See “Where You Can Find More Information” beginning on page 102.

Conditions to the Merger

Conditions to Each Party’s Obligations. The respective obligations of each of BOK and CoBiz to complete the merger are subject to the satisfaction of the following conditions:

 

   

receipt of the requisite approval of the CoBiz common shareholders of the merger agreement;

 

   

approval for the listing on NASDAQ of the BOK common stock to be issued in connection with the merger;

 

   

the effectiveness of the registration statement on Form S-4, of which this proxy statement/prospectus is a part, and the absence of a stop order or proceeding initiated or threatened by the SEC for that purpose;

 

   

the absence of any order, injunction, decree, statute, rule, regulation or other legal restraint or prohibition preventing the closing of, or which prohibits or makes illegal the closing of, the merger; and

 

   

the receipt of all required regulatory approvals which are necessary to consummate the transactions contemplated by the merger agreement and the expiration of all statutory waiting periods.

Conditions to Obligations of BOK and Merger Sub. The obligation of BOK and Merger Sub to complete the merger is also subject to the satisfaction, or waiver by BOK (on behalf of itself and Merger Sub), of the following conditions:

 

   

the accuracy of the representations and warranties of CoBiz as of the date of the merger agreement and as of the closing date of the merger, other than, in most cases, those failures to be true and correct that would not reasonably be likely to have a material adverse effect on CoBiz;

 

   

performance in all material respects by CoBiz of the obligations required to be performed by it at or prior to the closing date of the merger; and

 

   

receipt by BOK of an opinion of Frederic Dorwart, Lawyers PLLC as to certain tax matters.

 

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Conditions to Obligations of CoBiz. The obligation of CoBiz to complete the merger is also subject to the satisfaction or waiver by CoBiz of the following conditions:

 

   

the accuracy of the representations and warranties of BOK and Merger Sub as of the date of the merger agreement and as of the closing date of the merger, other than, in most cases, those failures to be true and correct that would not reasonably be likely to have a material adverse effect on BOK;

 

   

performance in all material respects by BOK and Merger Sub of the obligations required to be performed by them at or prior to the closing date of the merger; and

 

   

receipt by CoBiz of an opinion of Simpson Thacher & Bartlett LLP as to certain tax matters.

Termination; Termination Fee

The merger agreement may be terminated at any time prior to the effective time of the merger, whether before or after approval of the merger agreement by CoBiz’s shareholders:

 

   

by mutual written consent of BOK and CoBiz;

 

   

by either BOK or CoBiz, if a required regulatory approval is denied by final, non-appealable action, or if a governmental entity has issued a final, non-appealable order permanently enjoining or otherwise prohibiting or making illegal the closing of the merger or the bank merger, unless the failure to obtain a required regulatory approval is due to the failure of the party seeking to terminate the merger agreement to perform or observe the covenants and agreements of such party set forth in the merger agreement;

 

   

by either BOK or CoBiz, if the merger has not closed by June 17, 2019, unless the failure to close by the termination date is due to the failure of the party seeking to terminate the merger agreement to perform or observe the covenants and agreements of such party set forth in the agreement;

 

   

by either BOK or CoBiz, if there is a breach by the other party that would, individually or in the aggregate with other breaches by such party, result in the failure of a closing condition, unless the breach (if curable) is cured by the earlier of June 17, 2019 and 45 days following written notice of the breach (provided that the terminating party is not then in material breach of the merger agreement);

 

   

by BOK, if, (i) prior to the approval of the merger agreement by CoBiz’s shareholders, the CoBiz Board of Directors (A) submits the merger agreement to its shareholders without a recommendation for approval, or otherwise withdraws or materially and adversely modifies its recommendation for approval (or publicly discloses an intention to do so), or recommends to its shareholders an Acquisition Proposal other than the merger, or (B) breaches its obligation to call a shareholder meeting and recommend to its shareholders, in accordance with the terms of the merger agreement, the approval of the merger agreement or materially breaches its obligation to refrain from soliciting alternative acquisition proposals or (ii) a tender offer or exchange offer for 25% or more of CoBiz’s outstanding shares of common stock is commenced (other than by BOK or its subsidiaries) and the CoBiz Board of Directors recommends that CoBiz’s shareholders tender or exchange their shares (or fails to recommend a rejection of such tender or exchange offer within ten business days); or

 

   

by CoBiz, if, (i) the average closing price of BOK common stock during the twenty trading day period ending on the third trading day preceding the closing date is less than its pre-merger announcement price by 17.5% or more, and (ii) BOK’s common stock underperforms the NASDAQ Bank Index by 17.5%, unless BOK were to elect to make a compensating adjustment to the exchange ratio.

CoBiz must pay BOK a termination fee of $34.2 million in the following circumstances:

 

(1)

prior to the effective time of the merger and after the date of the merger agreement, a bona fide Acquisition Proposal has been made known to senior management of CoBiz or made directly to its shareholders generally or any person has publicly announced (and not withdrawn) an Acquisition Proposal with respect to

 

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  CoBiz and (A) thereafter the merger agreement is terminated by either party because the merger was not consummated on or before June 17, 2019 and CoBiz shareholders did not approve the merger agreement or (B) thereafter the merger agreement is terminated by BOK because CoBiz has breached the merger agreement in such a way as would prevent certain closing conditions from being obtained and would give BOK the right to terminate the merger agreement and (C) within one year after the termination of the merger agreement, an Acquisition Proposal is consummated or any definitive agreement with respect to an Acquisition Proposal is entered into (provided that for purposes of the foregoing, the term “Acquisition Proposal” shall have the meaning assigned to such term elsewhere in this proxy statement/prospectus, except that the references to “25%” in the definition of an “Acquisition Proposal” elsewhere in this proxy statement/prospectus shall be deemed to be references to “50%”); or

 

(2)

BOK terminates the merger agreement because (i) prior to the approval of the merger agreement by CoBiz’s shareholders, the CoBiz Board of Directors (A) submits the merger agreement to its shareholders without a recommendation for approval, or otherwise withdraws or materially and adversely modifies its recommendation for approval (or publicly discloses an intention to do so), or recommends to its shareholders an Acquisition Proposal other than the merger, or (B) materially breaches its obligation to call a shareholder meeting and recommend to its shareholders, in accordance with the terms of the merger agreement, the approval of the merger agreement or to refrain from soliciting alternative acquisition proposals or (ii) a tender offer or exchange offer for 25% or more of CoBiz’s outstanding shares of common stock is commenced (other than by BOK or its subsidiaries) and the CoBiz Board of Directors recommends that BOK’s shareholders tender or exchange their shares (or fails to recommend a rejection of such tender or exchange offer within ten business days).

Effect of Termination

If the merger agreement is validly terminated, it will become void without any liability on the part of any of the parties unless a party fraudulently or willfully breaches the merger agreement. However, the provisions of the merger agreement relating to confidentiality obligations of the parties, the termination fee and certain other technical provisions will continue in effect notwithstanding termination of the merger agreement.

Amendments, Extensions and Waivers

The merger agreement may be amended by the parties, by action taken or authorized by their respective Boards of Directors, at any time before or after approval of the matters presented in connection with the merger by the shareholders of CoBiz, in writing signed on behalf of each of the parties, provided that after any approval of the merger agreement by the CoBiz shareholders, there may not be, without further approval of such shareholders, any amendment of the merger agreement that requires further approval under applicable law.

At any time prior to the effective time of the merger, the parties, by action taken or authorized by their respective Boards of Directors, may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties contained in the merger agreement or any document delivered pursuant thereto and (c) waive compliance with any of the agreements or conditions contained in the merger agreement, provided that after any approval of the merger agreement by the CoBiz shareholders, there may not be, without further approval of such shareholders, any extension or waiver of the merger agreement or any portion thereof that requires further approval under applicable law. Any agreement on the part of a party to any extension or waiver must be in writing.

Stock Market Listing

Application will be made by BOK to have the BOK common stock to be issued in the merger approved for listing on NASDAQ, which is the principal trading market for existing shares of BOK common stock. It is a condition to both parties’ obligation to complete the merger that approval for listing of shares of BOK common

 

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stock is obtained, subject to official notice of issuance. As promptly as reasonably practicable following the effective time of the merger, CoBiz common stock will be delisted from NASDAQ and deregistered under the Exchange Act.

Board of Directors of BOK and BOKF, National Association

At or prior to the effective time, Steven Bangert or, if Mr. Bangert is unable to be appointed, such other member of the Board of Directors of CoBiz mutually agreed upon by CoBiz and BOK, will be appointed to the board of directors of BOK and BOKF, National Association, and BOK will expand the size of the boards accordingly.

Fees and Expenses

Except with respect to the termination fee, as described elsewhere in this proxy statement/prospectus, all costs and expenses incurred in connection with the merger agreement, and the transactions contemplated by the merger agreement, will be paid by the party incurring such fees or expenses, provided that the costs and expenses of printing and mailing this proxy statement/prospectus and all filing and other fees paid to the SEC in connection with the merger will be borne equally by BOK and CoBiz.

 

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ACCOUNTING TREATMENT

In accordance with current accounting guidance, the merger will be accounted for using the acquisition method. As a result, the recorded assets and liabilities of BOK will be carried forward at their recorded amounts, the historical operating results will be unchanged for the prior periods being reported on and the assets and liabilities of CoBiz will be adjusted to fair value at the date of the merger. In addition, all identified intangible assets will be recorded at fair value and included as part of the net assets acquired. To the extent that the purchase price, consisting of cash plus the number of BOK common shares to be issued to former CoBiz shareholders, option holders and holders of restricted stock awards, as applicable, at fair value, exceeds the fair value of the net assets acquired including identified intangible assets of CoBiz on the date the merger is completed, such amount will be reported as goodwill. In accordance with current accounting guidance, goodwill will not be amortized but will be evaluated for impairment annually. Identified finite life intangible assets will be amortized over their estimated lives. Further, the acquisition method of accounting will result in the operating results of CoBiz being included in the operating results of BOK beginning from the date of completion of the merger.

 

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DESCRIPTION OF BOK CAPITAL STOCK

The following descriptions of BOK capital stock are not complete. You should also read the BOK Amended and Restated Certificate of Incorporation, our Bylaws and the General Corporation Act of the State of Oklahoma. We have filed copies of our Amended and Restated Certificate of Incorporation and Bylaws with the SEC. These documents are incorporated by reference into the registration statement of which this proxy statement-prospectus is a part.

BOK has 3,500,000,000 shares of capital stock authorized, of which 2,500,000,000 shares are common stock, $0.00006 par value, and 1,000,000,000 shares are preferred stock, $0.00005 par value. As of August 14, 2018, BOK had 65,437,818 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding.

Common Stock

Each holder of shares of BOK common stock is entitled to one vote for each share held on all matters to be voted upon by its shareholders. The holders of outstanding shares of BOK common stock are entitled to receive ratably such dividends out of assets legally available therefore as BOK board of directors may determine. Upon BOK liquidation or dissolution, the holders of BOK common stock will be entitled to share ratably in BOK assets that are legally available for distribution to shareholders after payment of liabilities. Holders of preferred stock may likewise be entitled to dividend and liquidation preferences. BOK must pay the applicable distribution to the holders of BOK preferred stock before BOK may pay them to the holders of BOK common stock. Holders of BOK common stock have no conversion, sinking fund, redemption, preemptive or subscription rights. In addition, holders of BOK common stock do not have cumulative voting rights. BOK cannot further call or assess shares of BOK common stock.

Preferred Stock

The BOK board of directors has the authority to determine and alter the rights, preferences, privileges and restrictions granted to or imposed upon any unissued series of BOK preferred stock and to fix the number of shares, dividend rights, conversion or exchange rights, voting rights, redemption rights, liquidation preferences and sinking funds of any series of our preferred stock. The authorized shares of BOK preferred stock will be available for issuance without further action by BOK shareholders, unless shareholder action is required by applicable law or by the rules of a stock exchange on which any series of our stock may be listed. The holders of BOK preferred stock will have the right to vote separately as a class on any proposal involving fundamental changes in the rights of those holders as provided by the General Business Corporation Act of the State of Oklahoma.

This authority of the BOK board of directors gives it the power to approve the issuance of a series of preferred stock that could, depending on its terms, either impede or facilitate the completion of a merger, tender offer or other takeover attempt. For example, the issuance of new shares might impede a business combination if the terms of those shares include voting rights that would enable a holder to block business combinations. Conversely, the issuance of new shares might facilitate a business combination if those shares have general voting rights sufficient to satisfy an applicable percentage vote requirement.

If applicable, the terms on which BOK preferred stock may be convertible into or exchangeable for BOK common stock or our other securities will be described in the applicable Certificate of Determination. The terms will include provisions as to whether conversion or exchange is mandatory, at the option of the holder, or at BOK’s option, and may include provisions that adjust the number of shares of BOK common stock, or other securities of BOK, that the holders of BOK preferred stock may receive.

Transfer Agent and Registrar

EQ Shareowner Services acts as transfer agent and registrar for BOK.

 

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Restrictions on Ownership

The ability of a third party to acquire BOK’s stock is limited under applicable U.S. banking laws. The BHC Act requires any bank holding company to obtain the approval of the Federal Reserve Board before acquiring, directly or indirectly, more than 5% of BOK’s outstanding common stock. Any “company,” as defined in the BHC Act, other than a bank holding company, is required to obtain the approval of the Federal Reserve Board before acquiring “control” of BOK. “Control” for purposes of the BHC Act generally means (i) the ownership or control of 25% or more of a class of voting securities, (ii) the ability to control the election of a majority of the directors or (iii) the ability otherwise to exercise a controlling influence over management and policies. A person, other than an individual, that controls BOK for purposes of the BHC Act is subject to regulation and supervision as a bank holding company under the BHC Act. In addition, under the Change in Bank Control Act of 1978, as amended, and the Federal Reserve Board’s regulations thereunder, a person, entity, or group of persons or entities acting in concert, is prohibited from acquiring “control” of a bank holding company such as BOK unless the Federal Reserve Board has been given prior notice and has not objected to the transaction. The acquisition of more than 10% of a class of voting stock of a bank holding company with publicly held securities, such as BOK, generally would constitute the acquisition of control of the bank holding company under the Change in Bank Control Act.

 

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COMPARISON OF SHAREHOLDER RIGHTS

BOK is incorporated under the laws of the State of Oklahoma, and CoBiz is incorporated under the laws of the State of Colorado. Upon completion of the merger, CoBiz shareholders will receive shares of BOK common stock and cash as a result of the merger. Consequently, the rights of CoBiz’s shareholders who receive shares of BOK common stock as a result of the merger will be governed by the OGCA, BOK’s amended and restated certificate of incorporation and BOK’s bylaws. The following discussion summarizes certain material differences between the rights of holders of CoBiz common stock and BOK’s common stock resulting from the differences in their governing documents and in the OGCA and the CBCA.

This discussion does not purport to be a complete statement of the rights of holders of BOK common stock under the OGCA, BOK’s amended and restated certificate of incorporation (which we refer to as “BOK’s certificate of incorporation”) and BOK’s bylaws or the rights of holders of CoBiz common stock under the OGCA, CoBiz’s amended articles of incorporation (which we refer to as “CoBiz’s articles of incorporation”) and CoBiz’s amended and restated bylaws (which we refer to as the “CoBiz’s bylaws”), and is qualified in its entirety by reference to the governing corporate documents of BOK and CoBiz and applicable law. For more information, see “Where You Can Find More Information,” beginning on page 102.

 

BOK

  

CoBiz Financial Inc.

Capital Stock
BOK’s certificate of incorporation authorizes the issuance of up to 3,500,000,000 shares of capital stock, of which 2,500,000,000 shares are common stock, $0.00006 par value, and 1,000,000,000 shares are preferred stock, $0.00005 par value. As of the record date, there were 65,437,818 shares of BOK common stock outstanding and no shares of BOK preferred stock outstanding    CoBiz’s articles of incorporation authorize 100,000,000 shares of common stock, par value $.01 per share, and 2,000,000 shares of preferred stock, par value $.01 per share. As of the record date, there were 42,397,697 shares of CoBiz common stock outstanding and no shares of CoBiz preferred stock outstanding.
Board of Directors

Section 1027 of the OGCA provides that the board of directors shall consist of one or more members, with the number fixed by or in the manner provided for in the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the certificate.

 

BOK’s bylaws state that the number of directors comprising the board of directors shall not be less than one and not more than twenty-five, as determined by the vote of the shareholders at the annual meeting, or at a special meeting called for such purpose.

 

BOK does not have a classified board of directors and BOK’s certificate of incorporation and bylaws do not provide for cumulative voting in the election of directors. Directors are elected annually to BOK’s board of directors for one-year terms.

  

Sections 7-102-102 and 7-108-103 of the CBCA provide that the board of directors shall consist of one or more members, with the number stated in or fixed in accordance with the articles of incorporation or the bylaws.

 

CoBiz’s articles of incorporation state that the number of directors comprising the board of directors shall not be less than three and will be determined from time to time by a majority of the CoBiz board of directors. CoBiz’s bylaws state that the number of directors shall be fixed from time to time by resolution adopted by a majority of the entire board of directors. CoBiz currently has twelve directors.

 

CoBiz does not have a classified board of directors and CoBiz’s articles of incorporation and bylaws do not provide for cumulative voting in the election of directors. Directors are elected annually to CoBiz’s board of directors for one-year terms.

 

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BOK

  

CoBiz Financial Inc.

Removal of Directors
As described above under “—Board of Directors,” BOK does not have a classified board of directors and no cumulative voting is allowed. Section 1027(H) of the OGCA provides that any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, unless the certificate of incorporation otherwise provides. BOK’s bylaws provide that the entire board of directors or any individual director, may be removed from office, with or without cause, by a vote of a majority of the outstanding share entitled to vote at any annual, regular or special meeting of the shareholders.   

As described above under “—Board of Directors,” CoBiz does not have a classified board of directors.

Under Section 7-108-108 of the CBCA, any director or the entire board of directors may be removed with or without cause unless the articles of incorporation provide that directors may be removed by the shareholders only for cause. CoBiz’s articles of incorporation do not provide that a director may be removed only for cause. A director may be removed by vote of the shareholders, only at a meeting called for the purpose of removing a director, with the meeting notice having stated such purpose, and only if the number of votes cast in favor of removal exceeds the number of votes cast against removal.

Filling Vacancies on the Board of Directors
BOK’s bylaws provide that any vacancy occurring in the board of directors by reason of death or resignation may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at the annual, regular or special meeting of shareholders which increased the number of directors. Any directorship or directorships to be filled by reason of a removal by the shareholders shall be filled by election at the annual, regular or special meeting which voted the removal.    Section 7-108-110 of the CBCA provides that vacancies resulting from the removal of directors may be filled by the shareholders or the board of directors. Pursuant to CoBiz’s bylaws, vacancies, including vacancies resulting from an increase in the number of directors, shall be filled by the affirmative vote of the majority of the remaining directors, whether or not they constitute a quorum.
Amendment of Articles of Incorporation/Certificate of Incorporation

Section 1077 of the OGCA provides that any amendment to a corporation’s certificate of incorporation must be approved at a special or annual meeting by a majority of the outstanding shares of each class entitled to vote as a class upon a proposed amendment, whether or not entitled to vote by the provisions of the certificate of incorporation, if the amendment would increase or decrease the aggregate number of authorized shares of the class, increase or decrease the par value of the shares of the class, or alter or change the powers, preferences or special rights of the shares of the class so as to affect them adversely.

 

Pursuant to Section 1077 of the OGCA, either of the following amendments may be authorized by or pursuant to authorization by the board of directors alone:

 

•  to change its corporate name

  

Section 7-107-206(3) of the CBCA provides that action on a matter other than the election of directors (or the approval of a merger as stated in Section 7-111-103(5) of the CBCA) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action.

 

Pursuant to Section 7-110-102 of the CBCA, any of the following amendments may be authorized by or pursuant to authorization by the board of directors alone:

 

•  To delete the statement of the principal office address of the initial principal office, if a statement of change changing the principal office address is on file in the records of the secretary of state;

 

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BOK

  

CoBiz Financial Inc.

 

•  to delete the named incorporator or incorporators, the initial board of directors and the original subscribers for shares, and

 

•  to delete such provisions as were necessary to effect a change, exchange, reclassification, subdivision, combination or cancellation of stock, if such change, exchange, reclassification, subdivision, combination or cancellation has become effective.

 

BOK’s certificate of incorporation does not contain any special provision dealing with amendments to its certificate of incorporation. Therefore BOK’s certificate of incorporation may be amended by a majority vote of the shareholders in accordance with the OGCA.

  

 

•  To delete the statement of the registered agent name and registered agent address of the initial registered agent, if a statement of change changing the registered agent name and registered agent address of the registered agent is on file in the records of the secretary of state; and

 

•  To make further changes for which the board of directors is authorized pursuant to the laws of the State of Colorado to act alone.

Amendment of Bylaws
BOK’s bylaws provide that they may be amended by a majority vote of a quorum of the members of the board of directors at any annual, regular or special meeting duly convened after notice to the directors setting out the purpose of the meeting, subject to the power of the shareholders to alter or repeal such bylaws; provided, however, the board of directors shall not adopt or alter any bylaw fixing the number, qualifications, classification or terms of office, by any such bylaw may be adopted or altered only by a majority vote of a quorum of the shareholders.    CoBiz’s bylaws provide that the bylaws may be amended or repealed by a majority vote of the directors at any regular or special meeting of the board of directors unless the shareholders, in making, amending or repealing a particular bylaw, expressly provide that the directors may not amend or repeal such bylaw. The shareholders also have the power to make, amend or repeal CoBiz’s bylaws at any annual meeting of the shareholders or at any special meeting of the shareholders called for that purpose.
Notice of Shareholders Meetings

Section 1067 of the OCGA provides that written notice of any shareholders’ meeting must be given to each shareholder not less than 10 nor more than 60 days before the meeting date.

 

BOK’s bylaws provide that written notice of any shareholders’ meeting must be given to each shareholder not less than 10 nor more than 40 days before the meeting date.

   In accordance with Section 7-107-105 of the CBCA, CoBiz’s bylaws provide that written notice of any shareholders’ meeting must be given to each shareholder not less than 10 nor more than 60 days before the meeting date.
Right to Call Special Meeting of Shareholders
BOK’s bylaws provide that special meetings of the shareholders, for any purpose or purposes whatsoever, may be called by the president, the board of directors or the executive committee, and shall be called by the president at the request of one or more shareholders holding not less than one-fourth of the voting power of all the outstanding shares of the corporation entitled to vote at the meeting.    CoBiz’s bylaws authorize the calling of a special meeting of shareholders by the board, the chairman, the chief executive officer or the president. The president may call a special meeting of the shareholders if CoBiz receives one or more written demands for the meeting, stating the purpose or purposes for which it is to be held, signed by shareholders owning, in the aggregate, shares representing not less than 10% of the votes entitled to be cast on any issue proposed to be considered at the meeting.

 

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BOK

  

CoBiz Financial Inc.

Shareholder Nominations and Proposals
BOK’s bylaws do not address shareholder nominations and proposals. Shareholders who wish to submit a director candidate for consideration should submit such nomination to the board of directors for consideration. The board of directors will consider proposals of shareholders intended to be presented for action at the annual meeting of shareholders.    CoBiz’s bylaws require a shareholder who intends to nominate a candidate for election to the board of directors at a meeting of shareholders to give notice not less than 120 days and not more than 180 days prior to the first anniversary of the preceding year’s annual meeting to the secretary. If the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, then notice by the shareholder must be delivered to the secretary not later than the close of business on the later of (1) the 90th day prior to such annual meeting or (2) the 15th day following the day on which public announcement of the date of such meeting is first made.
Indemnification of Officers, Directors and Employees

Under Section 1031 of the OGCA, a corporation may indemnity its directors and officers made a party to a proceeding because the person was a director or officer, against expenses, including attorneys’ fees, judgements and fines, and amounts paid in settlement actually and reasonably incurred, whether in civil, criminal, administrative, or investigative proceedings, by him or her if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. A corporation may not indemnify a director or officer under this section in respect of any claim or matter as to which the person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which the action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses which the court shall deem proper.

 

BOK’s bylaws provide that BOK shall indemnify each director and officer to the fullest extent provided by the OGCA, subject to the following limitations:

 

•  Amounts paid or payable by a director or officer to BOK or another corporation shall not be subject to indemnification.

 

•  A director or officer who has been wholly successful, on the merits or otherwise, in defense of a claim, action, suit or proceeding

  

Under Sections 7-109-102 and 7-109-107 of the CBCA, a corporation may indemnify its directors or officers made a party to a proceeding because the person was a director or officer if: (a) the person’s conduct was in good faith; and (b) the director or officer reasonably believed: (I) in the case of conduct in an official capacity with the corporation, that such conduct was in the corporation’s best interests; and (II) in all other cases, that such conduct was at least not opposed to the corporation’s best interests; and (c) in the case of any criminal proceeding, the person had no reasonable cause to believe the person’s conduct was unlawful. A corporation may not indemnify a director or officer under this section: (a) in connection with a proceeding by or in the right of the corporation in which the director or officer was adjudged liable to the corporation; or (b) in connection with any other proceeding charging that the director or officer derived an improper personal benefit, whether or not involving action in an official capacity, in which proceeding the director or officer was adjudged liable on the basis that the director or officer derived an improper personal benefit.

 

CoBiz’s bylaws provide that CoBiz shall indemnify and advance expenses to each of its directors and officers to the maximum extent now or hereafter permitted by the CBCA.

 

CoBiz may, in its discretion, but shall not be obligated to, indemnify and advance expenses to any employee, fiduciary or agent of CoBiz who is not a

 

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BOK

  

CoBiz Financial Inc.

or in defense of a claim, issue or matter therein, shall be entitled as of right to indemnification for expenses incurred by him therein. In any other case indemnification shall be made only upon a determination made that the director or officer acted in good faith for a purpose which he reasonably believed to be in the best interest of BOK or such other corporation, as the case may be, and in addition in any criminal action or proceeding that he had no reasonable cause to believe that his conduct was unlawful and, in case of any amount or amounts paid in settlement, that such settlement is or was reasonable and in the interest of BOK.

   director to such extent now or hereafter permitted by the CBCA as CoBiz may determine by general or specific action of the board of directors, by contract or otherwise.
Anti-Takeover Provisions
BOK’s amended and restated certificate of incorporation authorize its board of directors to issue preferred stock, with or without shareholder approval, which could have dividend, redemption, liquidations, conversion, voting or other rights that could adversely affect the voting power or other rights of holders of BOK common stock.    Neither the CBCA nor CoBiz’s articles of incorporation or bylaws address business combinations with interested shareholders.
Shareholder Approval of a Merger
Under Sections 1081 and 1082 of the OGCA, an agreement of merger must be adopted by the board of directors and approved by shareholders holding a majority of the outstanding stock of BOK entitled to vote thereon.    Under Sections 7-111-101 and 7-111-103 of the CBCA, a plan of merger must be adopted by the board of directors and approved by the shareholders having a majority of all of the votes entitled to be cast.
Shareholder Action Without a Meeting
BOK’s bylaws provide that any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of any such corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.    Under Section 7-107-104 of the CBCA, any action that may be taken at a meeting of shareholders may be taken without a meeting by unanimous written consent of the holders of all of the outstanding shares of stock entitled to vote on such action, unless the articles of incorporation require that such action be taken at a shareholders’ meeting. If the articles of incorporation expressly so permit, any such action may be taken by written consent of the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. However, CoBiz’s articles of incorporation do not permit actions by less than unanimous written consent of shareholders; therefore any such action can be taken only by unanimous written consent.

 

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BOK

  

CoBiz Financial Inc.

Appraisal Rights
Appraisal rights of BOK shareholders are governed by Section 1091 of the OGCA. Generally, except for certain cash transactions, Section 1091 does not provide appraisal rights for stock transactions involving shares which are listed on a national securities exchange. BOK common stock, which trades on NASDAQ, would not currently be subject to appraisal rights unless otherwise provided by Section 1091 of the OGCA.   

Under Section 7-113-102 of the CBCA, a shareholder, whether or not entitled to vote, is entitled to dissent and obtain payment of the fair value of the shareholder’s shares in the event of the consummation of a plan of merger to which the corporation is a party if approval by the shareholders of that corporation is required for the merger by Sections 7-111-103 or 7-111-104 of the CBCA. Approval of the merger is required by Section 7-111-103 of the CBCA.

 

Under Section 7-113-102(1.3) of the CBCA, a shareholder is not entitled to dissent and obtain payment of the fair value of the shares of any class or series of shares that either were listed on a national securities exchange registered under the federal “Securities Exchange Act of 1934”, as amended, or were held of record by more than two thousand shareholders, at the time of the record date.

 

However, this provision does not apply if the shareholders will receive, for such shareholder’s shares, anything except cash in lieu of fractional shares or shares of the corporation surviving the consummation of the plan of merger or shares of any other corporation which will be listed on a national securities exchanged registered under the federal “Securities Exchange Act of 1934”, as amended, or will be held of record by more than two thousand shareholders.

 

Section 7-113-102 of the CBCA provides that a CoBiz shareholder who wishes to assert dissenters’ rights shall: (a) cause CoBiz to receive before the vote is taken on the merger at the special meeting, written notice of the shareholder’s intention to demand payment for the shareholder’s shares if the merger is effectuated; and (b) not vote the shares in favor of the merger. A CoBiz shareholder who does not satisfy the foregoing requirements will not be entitled to demand payment for his or her shares under Article 113 of the CBCA.

Dividends
Pursuant to the BOK bylaws, the board of directors may declare, and BOK may pay, dividends on its outstanding shares in cash, property or its own shares, subject to Section 1049 of the OGCA which provides, among other restrictions, that dividends may only be paid out of surplus, or in the case there is not such surplus, out of    CoBiz can pay dividends, as and when legally declared by the board of directors.

 

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BOK

  

CoBiz Financial Inc.

net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

 

The payment of dividends is subject to limitation by provisions of the Bank Holding Company Act and its regulations which require BOK to maintain minimal capital levels.

  

 

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APPRAISAL RIGHTS

Appraisal Rights

CoBiz is incorporated under Colorado law. Under Article 113 of the CBCA CoBiz shareholders have the right to dissent from the proposed merger and, subject to certain conditions provided for under the Colorado dissenters’ rights statutes, are entitled to receive payment of the fair value of their CoBiz common stock. CoBiz shareholders will be bound by the terms of the merger unless they dissent by complying with all of the requirements of the Colorado dissenters’ rights statutes. The following is a summary of dissenters’ rights available to CoBiz’s shareholders, which summary is not intended to be a complete statement of applicable Colorado law and is qualified in its entirety by reference to Article 113 of the CBCA, which is set forth in its entirety as Annex C to this proxy statement/prospectus.

Right to Dissent

CoBiz shareholders are entitled to dissent from the merger and obtain payment of the fair value of their shares if and when the merger is consummated. “Fair value,” with respect to a dissenter’s shares, means the value of the shares immediately before the effective date of the merger, excluding any appreciation or depreciation in anticipation of the merger except to the extent that exclusion would be inequitable. Under Article 113 of the CBCA, a shareholder entitled to dissent and obtain payment for his, her or its shares may not also challenge the corporate action creating the right to dissent unless the action is unlawful or fraudulent with respect to the shareholder or the corporation.

Under Section 7-113-103 of the CBCA a record shareholder may assert dissenters’ rights as to fewer than all shares registered in the record shareholder’s name only if the record shareholder dissents with respect to all shares beneficially owned by any one person and causes the corporation to receive written notice which states such dissent and the name, address and federal taxpayer identification number, if any, of each person on whose behalf the record shareholder asserts dissenters’ rights.

Section 7-113-103(2) of the CBCA provides that a beneficial shareholder may assert dissenters’ rights as to the shares held on the beneficial shareholder’s behalf only if (a) the beneficial shareholder causes the corporation to receive the record shareholder’s written consent to the dissent not later than the time the beneficial shareholder asserts dissenters’ rights and (b) the beneficial shareholder dissents with respect to all shares beneficially owned by the beneficial shareholder.

CoBiz will require that, when a record shareholder dissents with respect to the shares held by any one or more beneficial shareholders, each such beneficial shareholder must certify to CoBiz that the beneficial shareholder and record shareholder has asserted, or will timely assert, dissenters’ rights as to all such shares as to which there is no limitation on the ability to exercise dissenters’ rights.

Procedure for Exercise of Dissenters’ Rights

The notice accompanying this proxy statement/prospectus states that shareholders of CoBiz are entitled to assert dissenters’ rights under Article 113 of the CBCA. A CoBiz shareholder who wishes to assert dissenters’ rights shall: (a) cause CoBiz to receive before the vote is taken on the merger at the special meeting, written notice of the shareholder’s intention to demand payment for the shareholder’s shares if the merger is effectuated; and (b) not vote the shares in favor of the merger. A CoBiz shareholder who does not satisfy the foregoing requirements will not be entitled to demand payment for his or her shares under Article 113 of the CBCA.

Dissenters’ Notice

If the merger agreement is approved at the special meeting, CoBiz will send written notice to dissenters who are entitled to demand payment for their shares. The notice required by CoBiz will be given no later than 10 days

 

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after the effective date of the merger and will: (a) state that the merger agreement was approved and state the effective date or proposed effective date of the merger, (b) set forth an address at which CoBiz will receive payment demands and the address of a place where certificates must be deposited, (c) inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received, (d) supply a form for demanding payment, which form shall request a dissenter to state an address to which payment is to be made, (e) set the date by which CoBiz must receive the payment demand and certificates for shares, which date will not be less than 30 days after the date the notice is given, (f) state that if a record CoBiz shareholder dissents with respect to the shares held by any one or more beneficial shareholders each such beneficial shareholder must certify to CoBiz that the beneficial shareholder and the record shareholder or record shareholders of all shares owned beneficially by the beneficial shareholder have asserted, or will timely assert, dissenters’ rights as to all such shares as to which there is no limitation of the ability to exercise dissenters’ rights, and (g) be accompanied by a copy of Article 113 of the CBCA.

Procedure to Demand Payment

A shareholder who is given a dissenters’ notice to assert dissenters’ rights will, in accordance with the terms of the dissenters’ notice, (a) cause CoBiz to receive a payment demand (which may be a demand form supplied by CoBiz and duly completed or other acceptable writing) and (b) deposit the shareholder’s stock certificates. A shareholder who demands payment in accordance with the foregoing retains all rights of a shareholder, except the right to transfer the shares until the effective date of the merger, and has only the right to receive payment for the shares after the effective date of the merger. A demand for payment and deposit of certificates is irrevocable except that if the effective date of the merger does not occur within 60 days after the date set by CoBiz by which it must receive the payment demand, CoBiz will return the deposited certificates and release the transfer restrictions imposed. If the effective date occurs more than 60 days after the date set by CoBiz by which it must receive the payment demand, then CoBiz will send a new dissenters’ notice. A CoBiz shareholder who does not demand payment and deposit his or her CoBiz share certificates as required by the date or dates set forth in the dissenters’ notice will not be entitled to demand payment for his, her or its CoBiz shares under Article 113 of the CBCA, and he, she or it will receive cash and stock consideration for each of his, her or its shares the same as received by non-dissenting shareholders.

Payment

At the effective date of the merger or upon receipt of a payment demand, whichever is later, CoBiz will pay each dissenter who complied with the notice requirements referenced in the preceding paragraph the CoBiz estimate of the fair value of the dissenter’s shares plus accrued interest. Payment shall be accompanied by an audited balance sheet as of the end of the most recent fiscal year of CoBiz or, an audited income statement for that year, and an audited statement of changes in shareholders’ equity for that year and an audited statement of cash flow for that year, as well as the latest available financial statements, if any, for the interim period, which interim financial statements will be unaudited. Payment will also be accompanied by a statement of the estimate by CoBiz of the fair value of the shares and an explanation of how the interest was calculated, along with a statement of the dissenter’s right to demand payment and a copy of Article 113 of the CBCA. With respect to a dissenter who acquired beneficial ownership of his, her or its shares after CoBiz’s first announcement of the terms of the transaction on June 18, 2018, or who does not certify that his, her or its shares were acquired before that date, CoBiz may, in lieu of making the payment described above, offer to make such payment if the dissenter agrees to accept it in full satisfaction of the demand.

If Dissenter is Dissatisfied with Offer

If a dissenter disagrees with the CoBiz’s payment or offer, such dissenter (1) may give notice to CoBiz in writing of the dissenter’s estimate of the fair value of the dissenter’s shares and of the amount of interest due and may demand payment of such estimate, less any payment made prior thereto, or (2) reject the offer of CoBiz and demand payment of the fair value of the shares and interest due if: (a) the dissenter believes that the amount paid

 

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or offered is less than the fair value of the shares or that the interest due was incorrectly calculated, (b) CoBiz fails to make payment within 60 days after the date set by CoBiz by which it must receive the payment demand or (c) CoBiz does not return deposited certificates and release transfer restrictions if the effective date is more than 60 days after the date set by CoBiz by which the payment demand must be received by the shareholder asserting dissenters’ rights. A dissenter waives the right to demand payment under this paragraph unless he or she causes CoBiz to receive the notice referenced in this paragraph within 30 days after CoBiz makes or offers payment for the shares of the dissenter, in which event, such dissenter will receive all cash for his or her CoBiz shares in an amount equal to the amount paid or offered by CoBiz.

Judicial Appraisal of Shares.

If a demand for payment made by a dissenter as set forth above is unresolved, CoBiz may, within 60 days after receiving the payment demand, commence a proceeding and petition a court to determine the fair value of the shares and accrued interest. If CoBiz does not commence the proceeding within the 60 day period, it shall pay to each dissenter whose demand remains unresolved the amount demanded. CoBiz must commence any proceeding described above in the District Court of the City and County of Denver, Colorado. CoBiz shall make all dissenters whose demands remain unresolved parties to the proceeding as in an action against their shares, and all parties shall be served with a copy of the petition. Jurisdiction in which the proceeding is commenced is plenary and exclusive. One or more persons may be appointed by the court as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers will have the power described in the court order appointing them. The parties to the proceeding will be entitled to the same discovery rights as parties in other civil proceedings. Each dissenter made a party to the proceeding will be entitled to judgment for the amount, if any, by which the court finds the fair value of the dissenter’s shares, plus interest, to exceed the amount paid by CoBiz, or for the fair value, plus interest, of a dissenters’ shares for which CoBiz elected to withhold payment.

Court and Counsel Fees

The court in an appraisal proceeding shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court will assess the costs against CoBiz; except that the court may assess costs against all or some of the dissenters, in the amount the court finds equitable, to the extent the court finds that the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment. The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable: (a) against CoBiz and in favor of the dissenters if the court finds that CoBiz did not substantially comply with its obligations under Article 113, or (b) against either CoBiz or one or more dissenters, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by Article 113 of the CBCA. If the court finds that the services of counsel for any dissenter were of substantial benefit to the other dissenters similarly situated, and that the fees for those services should not be assessed against CoBiz, the court may award to such counsel reasonable fees to be paid out of the amount awarded to the dissenters who were benefited.

 

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LEGAL MATTERS

The validity of the shares of BOK common stock to be issued in the merger will be passed upon for BOK by Frederic Dorwart. Frederic Dorwart and Simpson Thacher will deliver opinions to BOK and CoBiz, respectively, as to certain federal income tax consequences of the merger. For more information, see “The Merger—Material U.S. Federal Income Tax Consequences of the Merger,” beginning on page 62.

 

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EXPERTS

The consolidated financial statements of BOK Financial Corporation at December 31, 2017 and 2016, and for each of the three years in the period ended December 31, 2017, and the effectiveness of BOK Financial Corporation’s internal control over financial reporting as of December 31, 2017 included in BOK Financial Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017, incorporated by reference herein and in the registration statement, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report appearing elsewhere therein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of CoBiz as of December 31, 2017 and 2016, and for each of the years in the three-year period ended December 31, 2017, and the effectiveness of internal control over financial reporting as of December 31, 2017 included in CoBiz’s Annual Report on Form 10-K for the year ended December 31, 2017 have been incorporated by reference herein and in the registration statement. Such consolidated financial statements have been so incorporated in reliance upon the reports of Crowe LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

 

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FUTURE COBIZ SHAREHOLDER PROPOSALS

CoBiz will hold a 2019 annual meeting of shareholders only if the merger is not completed. Shareholder proposals to be considered at the 2019 annual meeting of shareholders must be submitted for inclusion in the Company’s proxy statement for the Annual Meeting of Shareholders in the year 2019 must be received by the Secretary of the Company not later than November 9, 2018. Any such proposals, as well as any questions about them, should be directed to the Secretary of CoBiz. If the Company does not receive notice of a matter or proposal to be considered for the 2019 Annual Meeting of Shareholders (whether or not the proponent thereof intends to include such matter or proposal in the proxy statement for such Annual Meeting) on or before November 9, 2018, then the persons appointed by the Board of Directors to act as proxies for such Annual Meeting will be allowed to use their discretionary voting authority with respect to any such matter or proposal raised at such Annual Meeting.

 

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FUTURE BOK STOCKHOLDER PROPOSALS

The BOK board of directors will consider proposals of stockholders intended to be presented for action at the 2019 annual meeting of stockholders. According to the rules of the SEC, such proposals shall be included in the BOK proxy statement if they are received in a timely manner and if certain other requirements are met. For a stockholder proposal to be included in the BOK proxy statement relating to the 2019 annual stockholders’ meeting, a written proposal complying with the requirements established by the SEC must be received at BOK’s principal executive offices, located at Bank of Oklahoma Tower, Tulsa, Oklahoma 74172, no later than December 1, 2018.

 

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WHERE YOU CAN FIND MORE INFORMATION

BOK and CoBiz file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information on file with the SEC at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. In addition, BOK and CoBiz file reports and other business and financial information with the SEC electronically, and the SEC maintains a website located at www.sec.gov containing this information. You will also be able to obtain these documents, free of charge, from BOK at www.investor.bokf.com under the tab “Financial Information” and then under the heading “SEC Filings,” or from CoBiz by accessing CoBiz’s website at www.cobzfinancial.com under the tab “Investor Relations” and then under the heading “SEC Filings.” Except as specifically incorporated by reference into this proxy statement/prospectus, information on those websites is not part of this proxy statement/prospectus.

BOK has filed a registration statement on Form S-4 to register with the SEC the shares of BOK common stock that CoBiz’s shareholders will receive in the merger. This proxy statement/prospectus is part of the registration statement of BOK on Form S-4 and is a prospectus of BOK and a proxy statement of CoBiz for the CoBiz special meeting.

The SEC permits BOK and CoBiz to “incorporate by reference” information into this proxy statement/prospectus. This means that BOK and CoBiz can disclose important information to you by referring to another document filed separately with the SEC. The information incorporated by reference is considered a part of this proxy statement/prospectus, except for any information superseded by information contained directly in this proxy statement/prospectus or by information contained in documents filed with or furnished to the SEC after the date of this proxy statement/prospectus that is incorporated by reference in this proxy statement/prospectus.

This proxy statement/prospectus incorporates by reference the documents set forth below that have been previously filed with the SEC. These documents contain important information about BOK and CoBiz and their financial conditions.

 

BOK SEC Filings

(SEC File Number 001-37811):

  

Period or Date Filed

Annual Report on Form 10-K

   Year ended December 31, 2017

Quarterly Reports on Form 10-Q

   Quarters ended March 31, 2018 and June 30, 2018

Current Reports on Form 8-K

   Filed on January 17, 2018, January 24, 2018, January 24, 2018, March 30, 2018, April 25, 2018, April 25, 2018, April 27, 2018, June 18, 2018, June 25, 2018 and July 25, 2018 (other than the portions of those documents not deemed to be filed)

Definitive Proxy Statement on Schedule 14A

   Filed on March 15, 2018

 

CoBiz SEC Filings

(SEC File Number 001-15955):

  

Period or Date Filed

Annual Report on Form 10-K

   Year ended December 31, 2017

Quarterly Reports on Form 10-Q

   Quarters ended March 31, 2018 and June 30, 2018

Current Reports on Form 8-K

   Filed on January 18, 2018, January 23, 2018, April 26, 2018, April 27, 2018, June 18, 2018, July 19, 2018 and July 26, 2018 (other than the portions of those documents not deemed to be filed)

Definitive Proxy Statement on Schedule 14A

   Filed on March 9, 2018

 

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In addition, BOK and CoBiz also incorporate by reference all documents that either company may subsequently file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act between the date of this proxy statement/prospectus and the date of the CoBiz special meeting, provided that neither BOK nor CoBiz are incorporating by reference any information furnished to, but not filed with, the SEC.

Except where the context otherwise indicates, the information contained in this proxy statement/prospectus with respect to BOK was provided by BOK, and the information contained in this proxy statement/prospectus with respect to CoBiz was provided by CoBiz.

Documents incorporated by reference are available from BOK and CoBiz, without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this proxy statement/prospectus. You can obtain documents incorporated by reference in this proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

 

BOK Financial Corporation
Bank of Oklahoma Tower
Boston Avenue at Second Street
Tulsa, Oklahoma 74192
Attention: Investor Relations
Telephone: (918) 595-3030
www.investor.bokf.com (“Financial Information” tab under the heading “SEC Filings”)
  

CoBiz Financial Inc.
1401 Lawrence Street, Suite 1200

Denver, Colorado 80202
Attention: Investor Relations
Telephone: (303) 312-3412
www.cobizfinancial.com (“Investor Relations” tab under the heading “SEC Filings”)

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of the CoBiz special meeting. This means that CoBiz’s shareholders requesting documents must do so by September 20, 2018, in order to receive them before the special meeting.

Neither BOK nor CoBiz has authorized anyone to give any information or make any representation about the merger or the special meeting that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that are incorporated by reference into this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this proxy statement/prospectus, or the solicitation of a proxy, in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer, solicitation of an offer or proxy solicitation in such jurisdiction. Neither the delivery of this proxy statement/prospectus nor any distribution of securities pursuant to this proxy statement/prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated into this proxy statement/prospectus by reference or in our affairs since the date of this proxy statement/prospectus. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

 

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ANNEX A

AGREEMENT AND PLAN OF MERGER

by and among

COBIZ FINANCIAL INC.,

BOK FINANCIAL CORPORATION

AND

BOKF MERGER CORPORATION NUMBER SIXTEEN

 

 

Dated as of June 17, 2018

 

 


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TABLE OF CONTENTS

ARTICLE I

THE MERGER

 

1.1.

 

The Merger

     A-1  

1.2.

 

Closing

     A-1  

1.3.

 

Effective Time

     A-1  

1.4.

 

Effects of the Merger

     A-2  

1.5.

 

Conversion of Company Common Stock

     A-2  

1.6.

 

Purchaser Common Stock

     A-2  

1.7.

 

Merger Sub Common Stock

     A-3  

1.8.

 

Dissenting Shares

     A-3  

1.9.

 

Treatment of Company Equity Awards

     A-3  

1.10.

 

Articles of Incorporation of Surviving Corporation

     A-4  

1.11.

 

Bylaws of Surviving Corporation

     A-4  

1.12.

 

Tax Consequences

     A-4  

1.13.

 

Bank Merger

     A-4  

 

 

ARTICLE II

EXCHANGE OF SHARES

  

 

 

 

2.1.

 

Purchaser to Make Shares Available

     A-5  

2.2.

 

Exchange of Shares

     A-5  

 

 

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF COMPANY

  

 

 

 

3.1.

 

Corporate Organization

     A-7  

3.2.

 

Capitalization

     A-8  

3.3.

 

Authority; No Violation

     A-9  

3.4.

 

Consents and Approvals

     A-10  

3.5.

 

Reports

     A-10  

3.6.

 

Financial Statements

     A-11  

3.7.

 

Broker’s Fees

     A-12  

3.8.

 

Absence of Certain Changes or Events

     A-12  

3.9.

 

Legal Proceedings

     A-12  

3.10.

 

Taxes and Tax Returns

     A-12  

3.11.

 

Employees and Employee Benefit Plans

     A-13  

3.12.

 

Compliance with Applicable Law

     A-15  

3.13.

 

Certain Contracts

     A-15  

3.14.

 

Agreements with Regulatory Agencies

     A-16  

3.15.

 

Risk Management Instruments

     A-16  

3.16.

 

Environmental Matters

     A-16  

3.17.

 

Investment Securities and Commodities

     A-17  

3.18.

 

Real Property

     A-17  

3.19.

 

Intellectual Property

     A-18  

3.20.

 

Related Party Transactions

     A-18  

3.21.

 

State Takeover Laws

     A-18  

3.22.

 

Reorganization

     A-18  

3.23.

 

Opinion

     A-18  

3.24.

 

Company Information

     A-19  

3.25.

 

Loan Portfolio

     A-19  

 

A-i


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3.26.

 

Insurance

     A-20  

3.27.

 

No Other Representations or Warranties

     A-20  
 

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB

  

4.1.

 

Corporate Organization

     A-20  

4.2.

 

Capitalization

     A-21  

4.3.

 

Authority; No Violation

     A-22  

4.4.

 

Consents and Approvals

     A-22  

4.5.

 

Reports

     A-23  

4.6.

 

Financial Statements

     A-23  

4.7.

 

Broker’s Fees

     A-24  

4.8.

 

Absence of Certain Changes or Events

     A-25  

4.9.

 

Legal Proceedings

     A-25  

4.10.

 

Taxes and Tax Returns

     A-25  

4.11.

 

Compliance with Applicable Law

     A-26  

4.12.

 

Certain Contracts

     A-26  

4.13.

 

Financing

     A-26  

4.14.

 

Agreements with Regulatory Agencies

     A-26  

4.15.

 

Related Party Transactions

     A-26  

4.16.

 

State Takeover Laws

     A-27  

4.17.

 

Reorganization

     A-27  

4.18.

 

Purchaser Information

     A-27  

4.19.

 

No Other Representations or Warranties

     A-27  

 

 

ARTICLE V

COVENANTS RELATING TO CONDUCT OF BUSINESS

  

 

 

 

5.1.

 

Conduct of Business of the Company Prior to the Effective Time

     A-27  

5.2.

 

Company Forbearances

     A-28  

5.3.

 

Purchaser Forbearances

     A-30  

 

 

ARTICLE VI

ADDITIONAL AGREEMENTS

  

 

 

 

6.1.

 

Regulatory Matters

     A-31  

6.2.

 

Access to Information

     A-32  

6.3.

 

Shareholders’ Approval

     A-33  

6.4.

 

Legal Conditions to Merger

     A-34  

6.5.

 

Stock Exchange Listing

     A-34  

6.6.

 

Employee Benefit Plans

     A-34  

6.7.

 

Indemnification; Directors’ and Officers’ Insurance

     A-36  

6.8.

 

Additional Agreements

     A-37  

6.9.

 

Advice of Changes

     A-37  

6.10.

 

Dividends

     A-37  

6.11.

 

Corporate Governance

     A-37  

6.12.

 

Acquisition Proposals

     A-38  

6.13.

 

Public Announcements

     A-39  

6.14.

 

Change of Method

     A-39  

6.15.

 

Takeover Statutes

     A-39  

6.16.

 

Exemption from Liability under Section 16(b)

     A-40  

6.17.

 

Litigation and Claims

     A-40  

6.19.

 

No Control of Other Party’s Business

     A-40  

 

A-ii


Table of Contents

 

 

ARTICLE VII

CONDITIONS PRECEDENT

  

 

 

 

7.1.

 

Conditions to Each Party’s Obligation to Effect the Merger

     A-41  

7.2.

 

Conditions to Obligations of Purchaser and Merger Sub

     A-41  

7.3.

 

Conditions to Obligations of the Company

     A-42  
 

ARTICLE VIII

TERMINATION AND AMENDMENT

  

8.1.

 

Termination

     A-43  

8.2.

 

Effect of Termination

     A-44  

 

 

ARTICLE IX

GENERAL PROVISIONS

  

 

 

 

9.1.

 

Nonsurvival of Representations, Warranties and Agreements

     A-45  

9.2.

 

Amendment

     A-45  

9.3.

 

Extension; Waiver

     A-46  

9.4.

 

Expenses

     A-46  

9.5.

 

Notices

     A-46  

9.6.

 

Interpretation

     A-47  

9.7.

 

Counterparts

     A-48  

9.8.

 

Entire Agreement

     A-48  

9.9.

 

Governing Law; Jurisdiction

     A-48  

9.10.

 

Waiver of Jury Trial

     A-48  

9.11.

 

Assignment; Third Party Beneficiaries

     A-48  

9.12.

 

Specific Performance

     A-49  

9.13.

 

Severability

     A-49  

9.14.

 

Delivery by Facsimile or Electronic Transmission

     A-49  

9.15.

 

Employment and Non-Compete Agreement

     A-49  

 

A-iii


Table of Contents

INDEX OF DEFINED TERMS

 

     Page  

Acquisition Proposal

     A-38  

affiliate

     A-47  

Agreement

     A-1  

Average Closing Price

     A-44  

Bank Merger

     A-4  

Bank Merger Agreement

     A-5  

Bank Merger Certificates

     A-5  

BHC Act

     A-7  

business day

     A-47  

CBCA

     A-1  

Certificate

     A-2  

Certificate of Merger

     A-1  

Chosen Courts

     A-48  

Closing

     A-1  

Closing Date

     A-1  

Closing Date Retention Program

     A-35  

Closing Fiscal Year Bonus Amount

     A-35  

Code

     A-1  

Company

     A-1  

Company Bank

     A-4  

Company Benefit Plans

     A-13  

Company Bylaws

     A-8  

Company Certificate

  

Company Common Stock

     A-2  

Company Contract

     A-16  

Company Director

     A-37  

Company Disclosure Schedule

     A-7  

Company Equity Awards

     A-4  

Company Indemnified Parties

     A-36  

Company Insiders

     A-40  

Company Meeting

     A-33  

Company Owned Properties

     A-17  

Company Real Property

     A-17  

Company Regulatory Agreement

     A-16  

Company Reports

     A-11  

Company Restricted Stock Award

     A-4  

Company RSU

     A-3  

Company Stock Option

     A-3  

Company Stock Plan

     A-4  

Company Subsidiary

     A-8  

Confidentiality Agreement

     A-33  

Continuing Employees

     A-34  

Conversion Date Retention Program

     A-35  

CRA

     A-15  

Determination Date

     A-44  

Dissenting Shareholders

     A-3  

Dissenting Shares

     A-3  

dollars

     A-47  

Effective Time

     A-1  

 

A-iv


Table of Contents

Employment and Non-Compete Agreement

     A-49  

Enforceability Exceptions

     A-9  

Environmental Laws

     A-17  

ERISA

     A-13  

Exchange Act

     A-11  

Exchange Agent

     A-5  

Exchange Fund

     A-5  

Exchange Ratio

     A-2  

Excluded Shares

     A-2  

FDIC

     A-8  

Federal Reserve Board

     A-10  

Final Index Price

     A-44  

GAAP

     A-8  

Governmental Entity

     A-10  

Index Group

     A-44  

Index Price

     A-44  

Index Price on the Starting Date

     A-44