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Form 8-K MIDDLEFIELD BANC CORP For: Jan 12

January 13, 2017 8:01 AM EST

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 12, 2017

 

 

Middlefield Banc Corp.

(Exact name of registrant specified in its charter)

 

 

 

Ohio   001-36613   34-1585111
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

15985 East High Street

Middlefield, Ohio

  44062
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (440) 632-1666

not applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 

 

 


Section 2-Financial Information

Item 2.01 Completion of Acquisition of Disposition of Assets.

On January 12, 2017, Middlefield Banc Corp. (the “Company”), the parent company of The Middlefield Banking Company, completed its acquisition of Liberty Bank, N.A., through the merger of MBC Interim Bank, a wholly owned subsidiary of the Company that was formed to facilitate the acquisition, with and into Liberty Bank, N.A., and the subsequent merger of Liberty Bank, N.A. with and into The Middlefield Banking Company immediately thereafter (the “Merger”). The Merger was consummated pursuant to the Agreement and Plan of Reorganization, dated as of July 28, 2016, by and among the Company, MBC Interim Bank, The Middlefield Banking Company and Liberty Bank, N.A. (the “Merger Agreement”).

As a result of the Merger, each share of common stock of Liberty Bank, N.A. was converted into the right to receive, at the holder’s election, $37.96 in cash or 1.1934 shares of the Company’s common stock (“Common Stock”), provided (i) cash will be paid in lieu of any fractional shares of Common Stock and (ii) approximately 55% of the shares of common stock of Liberty Bank, N.A. outstanding at the time of the Merger will be exchanged for cash in the Merger, with the remaining shares of Liberty Bank, N.A. common stock being exchanged for an aggregate of approximately 557,079 shares of Common Stock. The aggregate Merger consideration was approximately $43.1 million.

In connection with the Merger, the parties have caused Liberty Bank, N.A. to merge with and into The Middlefield Banking Company, with The Middlefield Banking Company the surviving bank.

A copy of the press release announcing the completion of the Merger is attached hereto as Exhibit 99.1.

Section 5-Corporate Governance and Management

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

Pursuant to the Merger Agreement, as of January 12, 2017, the Board of Directors of the Company appointed William A. Valerian, former President and Chief Executive Officer and Chairman of the Board of Liberty Bank, N.A., and Thomas W. Bevan, a former director of Liberty Bank, N.A., to its board of directors. Messrs. Valerian and Bevan will receive the same compensation as currently paid to the Company’s other non-employee Board members as follows: Directors of the Company receive compensation of $750 for each board and committee meeting attended.


Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

The financial statements required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits

 

99.1    Press release dated January 13, 2017.


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      Middlefield Banc Corp.
Date: January 13, 2017      

/s/ James R. Heslop, II

      Executive Vice President and Chief Operating Officer


EXHIBIT INDEX

 

EXHIBIT
NUMBER

  

DESCRIPTION

99.1    Press Release

Exhibit 99.1

 

LOGO

15985 East High Street

P. O. Box 35

Middlefield, Ohio 44062

Phone: 440/632-1666    FAX: 440/632-1700    

www.middlefieldbank.bank

 

 
PRESS RELEASE

 

Company Contact:    Investor and Media Contact:     

Thomas G. Caldwell

President/Chief Executive Officer

Middlefield Banc Corp.

(440) 632-1666 Ext. 3200

[email protected]

  

Andrew M. Berger

Managing Director

SM Berger & Company, Inc.

(216) 464-6400

[email protected]

  

Middlefield Banc Corp. Completes Merger with Liberty Bank, N.A. and Appoints Directors

MIDDLEFIELD, OHIO, January 13, 2017 ◆◆◆◆ Middlefield Banc Corp. (NASDAQ: MBCN) (“Middlefield”) today announced that it has completed its merger with Liberty Bank, N.A. Simultaneous with the close of the transaction, Middlefield added William A. Valerian and Thomas W. Bevan from the Liberty Bank Board of Directors to the Middlefield Board of Directors.

The merger, which was previously announced on July 28, 2016, was approved by all appropriate regulatory agencies, as well as the stockholders of both Liberty Bank and Middlefield. Under the terms of the Agreement and Plan of Reorganization, Liberty Bank stockholders are to receive either $37.96 in cash or 1.1934 shares of Middlefield common stock for each share of Liberty Bank common stock held.


Thomas G. Caldwell, President and Chief Executive Officer of Middlefield, stated, “We are pleased to welcome the customers, employees, and shareholders of Liberty Bank to the Middlefield family. The combination of these two high-quality banks creates a compelling financial institution. Increasing our size, scale, and geographic footprint allows Middlefield to extend services to additional retail and business customers, while providing all customers with leading financial products that are tailored to answer their own individual needs.”

“The merger with Liberty is an exciting milestone in our 115-year history and I am excited about the opportunities this merger creates. We are focused on completing the integration of Liberty Bank into The Middlefield Banking Company during the 2017 first quarter, and I look forward to updating our shareholders on our success throughout the New Year,” Mr. Caldwell concluded.

The system conversion and Liberty Bank branch signage will transition to The Middlefield Banking Company at the end of February, 2017.

Middlefield’s merger with Liberty Bank creates a bank holding company with approximately $1.0 billion in total assets, providing financial services through 14 banking offices in Geauga, Portage, Ashtabula, Trumbull, Lake, Franklin, Delaware, Cuyahoga, and Summit Counties in Ohio.

About Middlefield Banc Corp.

Middlefield Banc Corp., headquartered in Middlefield, Ohio, is a bank holding company with total assets of $786.3 million at December 31, 2016. The bank operates 11 full-service banking centers and an LPL Financial® brokerage office serving Chardon, Cortland, Dublin, Garrettsville, Mantua, Middlefield, Newbury, Orwell, Sunbury, and Westerville. The Bank also operates a Loan Production Office in Mentor, Ohio. Additional information is available at www.middlefieldbank.bank.

This press release of Middlefield Banc Corp. and the reports Middlefield Banc Corp. files with the Securities and Exchange Commission often contain “forward-looking statements” relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of Middlefield Banc Corp. These forward-looking statements involve certain risks and uncertainties. There are a number of important factors that could cause Middlefield Banc Corp.’s future results to differ materially from historical performance or projected performance. These factors include, but are not limited to: (1) a significant increase in competitive pressures among financial institutions; (2) changes in the interest rate environment that may reduce interest margins; (3) changes in prepayment speeds, charge-offs and loan loss provisions; (4) less favorable than expected general economic conditions; (5) legislative or regulatory changes that may adversely affect businesses in which Middlefield Banc Corp. is engaged; (6) technological issues which may adversely affect Middlefield Banc Corp.’s financial operations or customers; (7) changes in the securities markets; or (8) risk factors mentioned in the reports and registration statements Middlefield Banc Corp. files with the Securities and Exchange Commission. Middlefield Banc Corp. undertakes no obligation to release revisions to these forward-looking statements or to reflect events or circumstances after the date of this press release.



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