Item 8.01 Other Events.
On September 1, 2022, National Bank Holdings Corporation, a Delaware corporation
(the "Company"), filed an automatic shelf registration statement on Form S-3
(File No. 333-267226) (the "Registration Statement") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, covering an
unspecified amount of securities, including shares of its Class A common stock,
par value $0.01 per share (the "Common Stock").
On November 1, 2022, the Company filed a prospectus supplement to the
Registration Statement (the "Resale Prospectus Supplement") covering the resale
of up to 3,669,535 shares of Common Stock, which may be used by the selling
stockholders identified therein to resell shares of Common Stock received by the
selling shareholders in connection with the Agreement and Plan of Merger, dated
March 31, 2022, by and between the Company and Bancshares of Jackson Hole
Incorporated, a Wyoming corporation ("BOJH") (the "Merger Agreement"). Pursuant
to the terms of the Merger Agreement, the Company agreed to file with the
Securities and Exchange Commission a prospectus supplement registering for
resale the shares of Common Stock issued to stockholders of BOJH upon
consummation of the merger contemplated by the Merger Agreement.
The Company is filing this report to provide the legal opinion as to the
validity of the securities covered by the Resale Prospectus Supplement, and the
consents of the Company's counsel, Squire Patton Boggs (US) LLP, and independent
registered public accounting Firm, FORVIS LLP, which opinion and consents,
respectively, are attached hereto as Exhibits 5.1, 23.1 and 23.2.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description of Exhibit
5.1 Opinion of Squire Patton Boggs (US) LLP
Consent of Squire Patton Boggs (US) LLP (included in Exhibit 5.1
23.1 hereto)
23.2 Consent of Forvis, LLP
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