Terms

Series

5.00% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A

Liquidation Preference

$25.00

Coupon Rate

5%

Rate Type

Fixed

Annual Dividend

$1.25

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

December 15, 2026

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Secured And Unsecured Debt, Any Future Senior Preferred Stock Approved By Two-Thirds Vote Of Series A Holders, All Liabilities Of Subsidiary Enterprise Bank & Trust; Pari Passu With: Any Future Parity Preferred Stock Expressly Stated To Rank On Parity; Senior To: Common Stock, Any Junior Stock Not Expressly Stated As Parity Or Senior

Regulatory (Basel III) Call

Yes

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Depositary Share Fraction

0.025

Shares Offered

2,800,000

Prospectus Summary

Enterprise Financial Services Corp (NASDAQ: EFSCP), a Delaware financial holding company headquartered in Clayton, Missouri, is offering 2,800,000 depositary shares, each representing a 1/40th interest in a share of its 5.00% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A. Each depositary share has a liquidation preference of $25.00 and pays a fixed annual dividend of $1.25 ($0.3125 per quarter), with the first payment due March 15, 2022. The stock is callable at par on any dividend payment date on or after December 15, 2026. Critically, dividends are non-cumulative — if the board elects not to declare a dividend for any period, that dividend is permanently lost and holders have no claim for it in any future period. The Series A Preferred Stock ranks senior to common stock and any junior equity, and pari passu with any future parity preferred. It is junior to all of Enterprise's secured and unsecured debt obligations, which totaled approximately $11.4 billion as of September 30, 2021. Because Enterprise is a holding company whose operations run through Enterprise Bank & Trust, the preferred is also structurally subordinated to all liabilities of the bank subsidiary, including depositor claims, before any funds can flow up to the holding company. A regulatory capital treatment event call allows full redemption (not partial) within 90 days if a post-issuance change in law or regulation causes the Series A to lose its Tier 1 Capital qualification — a provision that protects the issuer's capital flexibility but can force early redemption at par regardless of market price. At the $25.00 offering price, the Series A Preferred Stock yields exactly 5.00% annually. Dividends are paid quarterly on March 15, June 15, September 15, and December 15. For non-corporate U.S. holders who satisfy applicable holding period requirements, dividends are expected to qualify for the preferential 15%/20% qualified dividend income (QDI) rate; corporate U.S. holders may claim the dividends-received deduction (DRD) subject to holding period rules. The dividend stopper mechanic restricts the company from paying dividends on common stock or repurchasing junior securities if Series A dividends for the most recent period have not been paid in full — but because dividends are non-cumulative, a missed payment itself cannot be compelled, meaning the stopper provides limited practical protection to preferred holders.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If dividends on the Series A Preferred Stock for the most recent dividend period have not been paid in full, the company may not pay dividends on or repurchase common stock or other junior/parity securities except in limited circumstances; conversely, if future senior preferred stock is outstanding and its dividends are not current, no dividends may be paid on the Series A Preferred Stock.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 68 (Strong)