Item 8.01 Other Events.





As previously disclosed in the definitive proxy statement (the "Proxy
Statement") on Schedule 14A filed with the Securities and Exchange Commission
("SEC") on February 9, 2022 by Guaranty Federal Bancshares, Inc., a Delaware
corporation (the "Company", "Guaranty", "we", "us", and "our"), and the
Company's Current Report on Form 8-K filed with the SEC on November 9, 2021 by
the Company, the Company entered into an Agreement and Plan of Merger (as it may
be amended from time to time, the "Merger Agreement") on November 9, 2021 with
QCR Holdings, Inc., a Delaware corporation ("QCRH" or "QCR Holdings"). Under the
Merger Agreement, the Company will be merged into QCRH (the "Merger"), with QCRH
surviving the Merger, subject to the terms and conditions set forth in the
Merger Agreement.



This Form 8-K includes certain additional information to, and amends and
supplements, the disclosures contained in the Proxy Statement and should be read
in conjunction with the disclosures contained in the Proxy Statement, which in
turn should be read in its entirety and together with any documents incorporated
by reference therein. To the extent that information in this Form 8-K differs
from or updates information contained in the Proxy Statement, the information in
this Form 8-K shall supersede or supplement the information in the Proxy
Statement. Nothing in this Form 8-K shall be deemed an admission of the legal
necessity or materiality of any of the disclosures set forth herein. Capitalized
terms used herein, but not otherwise defined, shall have the meanings ascribed
to such terms in the Proxy Statement. Unless stated otherwise, new text is
bolded and underlined to highlight the supplemental information being provided
to you.

                                       2




The disclosure on page 24 of the Proxy Statement under the subheading "Record date, quorum and vote required" is hereby amended by revising the fifth paragraph as follows:





The record date for the Guaranty special meeting is January 25, 2022. Guaranty's
stockholders of record as of the close of business on that day will receive
notice of and will be entitled to vote at the special meeting. As of the record
date, there were 4,383,884 shares of Guaranty common stock outstanding and
entitled to vote at the special meeting. The outstanding shares are held by
approximately 1,342 holders of record.



The disclosure on page 28 of the Proxy Statement under the subheading "Background of the Merger" is hereby supplemented by revising the sixth paragraph as follows:





On June 25, 2020, Guaranty's board of directors established a special committee
of independent directors (which we refer to as the "Guaranty Special Committee")
to discuss, review, analyze, evaluate and negotiate possible strategic options
with respect to Guaranty and to make reports and recommendations to Guaranty's
board of directors with respect thereto. Even though Guaranty's board of
directors was not aware of any conflict of interest, it determined it was in the
best interest of Guaranty and its stockholders to have an independent,
disinterested, and focused group of experienced directors evaluate a potential
transaction for the benefit of the Guaranty board of directors. Guaranty's board
of directors appointed James Batten, John Griesemer, Tim Rosenbury, Tony
Scavuzzo and Kurt Hellweg to the Guaranty Special Committee.



The disclosure on page 29 of the Proxy Statement under the subheading "Background of the Merger" is hereby supplemented by revising the seventh full paragraph as follows:





On May 12, 2021, Mr. Burke received an unsolicitedcall from Larry Helling and
Todd Gipple, both executives of QCR. Mr. Burke and the QCR representatives were
prior acquaintances, and had previously agreed to "stay in touch" concerning a
potential transaction between Guaranty and QCR. Mr. Burke promptly updated the
Guaranty Special Committee regarding the outreach from QCR. On June 12, 2021,
Mr. Burke met with Mr. Helling and Mr. Gipple for dinner, where the parties
discussed the possibility of a merger between QCR and Guaranty.



The disclosure on page 30 of the Proxy Statement under the subheading "Background of the Merger" is hereby supplemented by revising the second paragraph as follows:





On June 24, 2021, Guaranty's board of directors, in executive session, discussed
the Guaranty Special Committee's findings to this point in the process. Also,
because Mr. Scavuzzo was a Managing Principal at Castle Creek Capital
(Guaranty's largest stockholder), the Special Committee approved the removal of
Mr. Scavuzzo from the Special Committee with the consent of Mr. Scavuzzo to
avoid any potential implication that the Special Committee was conflicted due to
any apparent incentive for Mr. Scavuzzo or Castle Creek Capital to enter into a
sale transaction.The Guaranty Special Committee thereafter consisted of
independent directors, James Batten, John Griesemer, Kurt Hellweg and David
Moore who was added into the committee. Guaranty's board of directors authorized
entry into a non-disclosure agreement with QCR (which was signed by Guaranty and
QCR on the same date) and also authorized additional discussions with Bidder 1
and Bidder 2.


The disclosure on page 30 of the Proxy Statement under the subheading "Background of the Merger" is hereby supplemented by adding the following paragraph after the fourth paragraph:





The non-disclosure agreements entered into by Guaranty with Bidder 1 and Bidder
2 did not contain a "don't ask, don't waive" standstill provision, whereas the
non-disclosure agreement entered into by Guaranty with QCR did contain a "don't
ask, don't waive" standstill provision.



The disclosure on page 30 of the Proxy Statement under the subheading "Background of the Merger" is hereby supplemented by revising the seventh paragraph in its entirety as follows:


In August 2021, the Guaranty Special Committee along with Guaranty's board of
directors held various meetings with representatives of KBW also in attendance
to review and discuss non-binding proposals for a strategic transaction received
from each of Bidder 2 and QCR. Bidder 2's proposal had an implied valuation of
$30.98 per share of Guaranty common stock to be paid 100% in Bidder 2 common
stock at a fixed exchange ratio, and QCR's proposal had an implied valuation of
$28.41 per share of Guaranty common stock to be paid 80% in QCR common stock (at
a fixed exchange ratio) and 20% in cash. QCR's proposal was conditioned upon the
execution of employment agreements with QCR by Mr. Burke and other members of
Guaranty management identified by QCR, and QCR also offered Guaranty the right
to appoint a director to QCR's board of directors. Bidder 1 did not provide a
proposal to Guaranty. At an August 24, 2021 meeting of the Guaranty Special
Committee, KBW reviewed the financial terms of each proposal, and there was
discussion regarding next steps. Given the competitive dynamics, the Guaranty
Special Committee instructed KBW to contact each bidder and encourage them to
increase their bids. On August 24, 2021, the closing price for Guaranty's common
stock was $24.27 per share.



The disclosure on page 31 of the Proxy Statement under the subheading "Background of the Merger" is hereby supplemented by revising the second full paragraph as follows:





During the next several weeks, Guaranty and QCR exchanged detailed due diligence
requests and engaged in a thorough due diligence review that continued
throughout the duration of the negotiations. During this same time period, QCR
negotiated employment agreements with Mr. Burke and certain of members of
Guaranty management. While the definitive merger agreement included QCR's
agreement to appoint one individual serving on the Guaranty board of directors
to the QCR board of directors upon the effective time of the merger,
Mr. Griesemer was not identified as Guaranty's representative on QCR's board of
directors until February 2022.



The disclosure on page 41 of the Proxy Statement under the subheading "Opinion
of Guaranty's Financial Advisor" is hereby supplemented be adding the following
paragraph below the table:



The low and high stock price-to-tangible book value per share multiples of the
selected companies in the "Guaranty Selected Companies Analysis" were 0.86x and
1.30x, respectively. For the nine selected companies for which consensus "street
estimates" for 2021 and 2022 were publicly available, the low and high stock
price-to-2021 estimated EPS multiples of the selected companies were 7.8x and
22.9x, respectively, and the low and high stock price-to-2022 estimated EPS
multiples of the selected companies were 8.0x and 17.7x, respectively. For the
seven selected companies for which consensus "street estimates" for 2023 were
publicly available, the low and high stock price-to-2023 estimated EPS multiples
of the selected companies were 7.1x and 13.4x, respectively.


The disclosure on page 42 of the Proxy Statement under the subheading "Opinion
of Guaranty's Financial Advisor" is hereby supplemented by adding the following
paragraph below the tables:



The low and high stock price-to-tangible book value per share multiples of the
selected companies in the "QCR Selected Companies Analysis" were 1.12x and
3.24x, respectively, the low and high stock price-to-2021 EPS multiples of the
selected companies were 7.4x and 23.2x, respectively, the low and high stock
price-to-2022 estimated EPS multiples of the selected companies were 8.1x and
20.5x, respectively, and the low and high stock price-to-2023 estimated EPS
multiples of the selected companies were 8.7x and 20.1x, respectively.



The disclosure on page 44 of the Proxy Statement under the subheading "Opinion
of Guaranty's Financial Advisor" is hereby supplemented revising the table and
paragraph at the top of page 44 as follows:



The results of the analysis are set forth in the following table (excluding the impact of the LTM EPS multiples for two of the selected transactions, which multiples were considered not meaningful because they were greater than 35.0x):





The low and high transaction price-to-tangible book value percentages of the
selected transactions in the "Selected Transactions Analysis" were 120% and
220%, respectively, the low and high transaction price-to-LTM EPS multiples of
the selected transactions (excluding the impact of the LTM EPS multiples for two
of the selected transactions, which multiples were considered not meaningful
because they were greater than 35.0x) were 10.4x and 34.2x, respectively, and
the low and high core deposit premiums of the selected transactions were 0.3%
and 14.0%, respectively. For the 14 selected transactions which involved public
acquirors and in which cash consideration was less than 50%, the low and high
Pay to Trade ratios of the selected transactions were 0.70x and 1.24x,
respectively. For the 13 selected transactions in which the acquired company was
publicly traded, the low and high one-day market premiums of the selected
transactions were 8.3% and 81.2%, respectively.



The disclosure on page 44 of the Proxy Statement under the subheading "Opinion of Guaranty's Financial Advisor" is hereby supplemented by revising the paragraph that extends from the bottom of page 44 to the top of page 45 as follows:





Financial Impact Analysis. KBW performed a pro forma financial impact analysis
that combined projected income statement and balance sheet information of QCR
and Guaranty. Using (i) closing balance sheet estimates as of March 31, 2022 for
QCR based on publicly available consensus "street estimates" of QCR and closing
balance sheet estimates as of March 31, 2022 for Guaranty provided by Guaranty
management, (ii) publicly available consensus EPS "street estimates" of QCR,
(iii) financial and operating forecasts and projections of Guaranty provided by
Guaranty management, and (iv) pro forma assumptions(including, without
limitation, the cost savings, related expenses and balance sheet restructuring
expected to result from the merger and certain purchase accounting adjustments
and other merger-related adjustments and restructuring charges assumed with
respect thereto) provided by QCR management, KBW analyzed the potential
financial impact of the merger on certain projected financial results of QCR.
This analysis indicated the merger could be accretive to QCR's estimated 2023
EPS by approximately 13% and could be dilutive to QCR's estimated tangible book
value per share at closing as of March 31, 2022 by approximately 5%.
Furthermore, the analysis indicated that, pro forma for the merger, each of
QCR's tangible common equity to tangible assets ratio, Tier 1 Leverage Ratio,
Common Equity Tier 1 Ratio, Tier 1 Capital Ratio and Total Risk-based Capital
Ratio at closing as of March 31, 2022 could be lower by approximately 92, 98,
105, 104 and 105 basis points, respectively. For all of the above analysis, the
actual results achieved by QCR following the merger may vary from the projected
results, and the variations may be material.



The disclosure on page 45 of the Proxy Statement under the subheading "Opinion
of Guaranty's Financial Advisor" is hereby supplemented by revising the first
full paragraph as follows:



Guaranty Dividend Discount Model Analysis.  KBW performed a dividend discount
model analysis of Guaranty to estimate a range for the implied equity value of
Guaranty. In this analysis, KBW used financial forecasts and projections
relating to the net income and assets of Guaranty provided by Guaranty
management, and assumed discount rates ranging from 10.0% to 14.0%. The range of
discount rates assumed in this analysis was selected taking into account capital
asset pricing model implied cost of capital calculations and other factors based
on KBW's experience and judgment. The range of values was derived by adding
(i) the present value of the estimated excess capital available for dividends
that Guaranty could generate over the period from March 31, 2022 through
December 31, 2026 as a standalone company, and (ii) the present value of
Guaranty's implied terminal value at the end of such period. KBW assumed that
Guaranty would maintain a tangible common equity to tangible asset ratio of
8.00% and would retain sufficient earnings to maintain that level. In
calculating the terminal value of Guaranty, KBW applied a range of 8.0x to 12.0x
Guaranty's estimated 2027 earnings. This dividend discount model analysis
resulted in a range of implied values per share of Guaranty common stock of
$23.96 to $36.77.









The disclosure on page 45 of the Proxy Statement under the subheading "Opinion
of Guaranty's Financial Advisor" is hereby supplemented by revising the third
full paragraph as follows:



QCR Dividend Discount Model Analysis.  KBW performed a dividend discount model
analysis of QCR to estimate a range for the implied equity value of QCR. In this
analysis, KBW used publicly available consensus "street estimates" of QCR and
assumed long-term growth rates for QCR provided by QCR management, and assumed
discount rates ranging from 10.0% to 14.0%. The range of discount rates assumed
in this analysis was selected taking into account capital asset pricing model
implied cost of capital calculations and other factors based on KBW's experience
and judgment. The range of values was derived by adding (i) the present value of
the estimated excess capital available for dividends that QCR could generate
over the period from March 31, 2022 through December 31, 2026 as a standalone
company, and (ii) the present value of QCR's implied terminal value at the end
of such period. KBW assumed that QCR would maintain a tangible common equity to
tangible asset ratio of 8.00% and would retain sufficient earnings to maintain
that level. In calculating the terminal value of QCR, KBW applied a range of
9.0x to 13.0x QCR's estimated 2027 earnings. This dividend discount model
analysis resulted in a range of implied values per share of QCR's common stock
of $59.40 to $85.66.



The disclosure on page 47 of the Proxy Statement under the subheading
"Prospective financial information of Guaranty" is hereby supplemented by adding
the following text and chart below the table and before the subheading "QCR's
reasons for the merger":



In the dividend discount model analysis of Guaranty performed by KBW in
connection with its opinion, the above estimated EPS, net income and total
assets data for Guaranty and an assumed long-term growth rate of 5% (provided by
Guaranty management) were used at the direction of Guaranty management to derive
the following hypothetical implied future excess capital available for dividends
that Guaranty could generate over the period from March 31, 2022 through
December 31, 2026 as a standalone company, calculated generally as any portion
of estimated net income available to Guaranty common stockholders in excess of
an amount assumed to be retained by Guaranty to maintain the assumed tangible
common equity to tangible asset ratio of 8.00%:



                                     Nine-Months
                                        Ending
                     March 31,       December 31,
                       2022E            2022E            2023E          2024E          2025E          2026E
Hypothetical
Implied Future
Excess Capital
Available for
Dividends ($ in
millions)          $       2.2     $          6.5     $      9.4     $      9.8     $     10.0     $     10.4
The long-term annual growth rate assumption provided by Guaranty management of
5.0% was also used at the direction of Guaranty management to extrapolate a 2027
net income estimate for Guaranty of approximately $16.0 million. The
hypothetical implied future excess capital available for dividends and
extrapolated 2027 net income estimate were calculated solely for purposes of the
dividend discount model analysis performed in connection with KBW's opinion, and
none of Guaranty, QCR nor KBW assumes any responsibility for any use of such
prospective information, or reliance on such prospective information, for any
other purpose.








Additional Information and Where to Find It





In connection with the Merger, QCR Holdings has filed a registration statement
on Form S-4 with the SEC. The registration statement includes a proxy statement
of Guaranty that also constitutes a prospectus of QCR Holdings. The Company has
also filed relevant materials with the SEC, including the Proxy Statement, which
was filed on February 9, 2022. The Company has mailed or otherwise made
available the Proxy Statement and a proxy card to each stockholder entitled to
vote at the meeting relating to the proposed transaction. Company stockholders
and other investors are advised to carefully read these materials (including any
amendments or supplements thereto) and any other relevant documents filed with
the SEC in respect of the Merger when they become available, as those documents
do and will contain important information about the Merger and the parties to
the Merger. Company stockholders and other investors may obtain free copies of
the Proxy Statement and other relevant materials in connection with the Merger,
along with other documents filed with the SEC, at the SEC's website
(http://www.sec.gov). These documents also can be obtained free of charge by
accessing QCR Holdings' website (for documents filed by QCR Holdings) at
www.qcrh.com under the tab "Investors Relations" and then under "SEC Filings or
by accessing Guaranty's website (for documents filed by Guaranty) at
investors.gbankmo.com under the tab "Investor Menu" and then under "SEC
Filings." Alternatively, these documents can be obtained free of charge from QCR
Holdings upon written request to QCR Holdings, Inc., Attention: Corporate
Secretary, 3551 7th Street, Moline, Illinois 61265 or by calling (319) 743-7006,
or from Guaranty, upon written request to Guaranty Federal Bancshares, Inc.,
Attention: Ms. Vicki Lindsay, Corporate Secretary, 2144 S. Republic Road, Suite
F200, Springfield, Missouri 65804.



This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.



Participants in the Solicitation





Guaranty, QCR Holdings and certain of their respective directors and executive
officers may be deemed to be participants  in the solicitation of proxies from
stockholders in connection with the Merger under the rules of the SEC.
Information about these participants may be found, with respect to Guaranty, in
the definitive proxy statement of Guaranty relating to its 2021 Annual Meeting
of Stockholders filed with the SEC on April 12, 2021 and the Proxy Statement
with respect to the proposed transaction filed on February 9, 2022, and with
respect to QCR Holdings, the definitive proxy statement of QCR Holdings relating
to its 2021 Annual Meeting of Stockholders filed with the SEC on April 8, 2021.
These documents can be obtained free of charge from the sources indicated above.
To the extent that holdings of the Company's securities by the Company's
directors and executive officers have changed since the amounts printed in the
latest proxy statement, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.



Forward Looking Statements



This Form 8-K may contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 with respect to the financial
condition, results of operations, plans, objectives, future performance and
business of QCR Holdings and Guaranty Federal
Bancshares. Forward-looking statements, which may be based upon beliefs,
expectations and assumptions of QCR Holdings' and Guaranty's management and on
information currently available to management, are generally identifiable by the
use of words such as "believe," "expect," "anticipate," "plan," "intend,"
"estimate," "may," "will," "would," "could," "should" or other similar
expressions. Additionally, all statements in this document,
including forward-looking statements, speak only as of the date they are made,
and neither QCR Holdings nor Guaranty Federal Bancshares undertakes any
obligation to update any statement in light of new information or future events.
A number of factors, many of which are beyond the ability of QCR Holdings and
Guaranty to control or predict, could cause actual results to differ materially
from those in any forward-looking statements. These factors include, among
others, the following: (i) the possibility that any of the anticipated benefits
of the proposed transaction between QCR Holdings and Guaranty will not be
realized or will not be realized within the expected time period; (ii) the risk
that integration of operations of Guaranty, QCR Holdings and their respective
bank subsidiaries will be materially delayed or will be more costly or difficult
than expected; (iii) the inability to complete the proposed transaction due to
the failure of the required stockholder approval; (iv) the failure to satisfy
other conditions to completion of the proposed transaction, including receipt of
required regulatory and other approvals; (v) the failure of the proposed
transaction to close for any other reason; (vi) the effect of the announcement
of the transaction on customer relationships and operating results and potential
litigation related to the transaction; (vii) the possibility that the
transaction may be more expensive to complete than anticipated, including as a
result of unexpected factors or events; (viii) the strength of the local, state,
national and international economies; (ix) changes in state and federal laws,
regulations and governmental policies concerning QCR Holdings' and Guaranty's
general businesses; (x) changes in interest rates and prepayment rates of QCR
Holdings' and Guaranty's assets (including the impact of LIBOR phase-out);
(xi) increased competition in the financial services sector and the inability to
attract new customers; (xii) changes in technology and the ability to develop
and maintain secure and reliable electronic systems; (xiii) the loss of key
executives or employees; (xiv) changes in consumer spending; (xv) diversion of
management's attention from ongoing business operations and opportunities due to
the proposed merger; (xvi) unexpected outcomes of existing or new litigation
involving QCR Holdings or Guaranty; (xvii) the economic impact of any future
terrorist threats or attacks, widespread disease or pandemics (including the
COVID-19 pandemic in the United States), acts of war or threats thereof and
other adverse external events that could cause economic deterioration or
instability in credit markets, and the response of the local, state and national
governments to any such adverse events; (xviii) the economic impact of
exceptional weather occurrences such as tornadoes, hurricanes, floods, and
blizzards; and (xix) changes in accounting policies and practices. These risks
and uncertainties should be considered in
evaluating forward-looking statements and undue reliance should not be placed on
such statements. Additional information concerning QCR Holdings, Guaranty and
their businesses, including additional factors that could materially affect QCR
Holdings' and Guaranty's financial results, are included in QCR Holdings' and
Guaranty filings with the SEC.

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