Farmers National Banc Corp 8-K, filed Nov 1, 2021
Farmers National Banc Corp (FMNB)
About this 8-K
Farmers National Banc Corp filed this 8-K on November 1, 2021.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On November 1, 2021, Farmers National Banc Corp. (the “Company”) completed its previously announced merger with Cortland Bancorp (“Cortland”), pursuant to the Agreement and Plan of Merger, dated as of June 22, 2021, by and among the Company, FMNB Merger Subsidiary IV, LLC, a wholly-owned subsidiary of the Company (“Merger Sub”) and Cortland, as amended by that certain Amendment to Agreement and Plan of Merger, dated October 12, 2021 (collectively, the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) Cortland merged with and into Merger Sub (the “Merger”), with Merger Sub as the surviving entity in the Merger. Promptly following the consummation of the Merger, Merger Sub was dissolved and liquidated and The Cortland Savings and Banking Company, the banking subsidiary of Cortland, merged with and into The Farmers National Bank of Canfield, the national banking subsidiary of the Company (“Farmers Bank”) (the “Bank Merger”), with Farmers Bank as the surviving bank in the Bank Merger.
Pursuant to the terms of the Merger Agreement, at the Effective Time of the Merger, each common share, without par value, of Cortland (“Cortland Common Shares”) issued and outstanding immediately prior to the Effective Time (except for certain Cortland Common Shares held directly by Cortland or the Company) was converted into the right to receive, without interest, $28.00 in cash (the “Cash Consideration”) or 1.75 common shares, without par value, of the Company (“Company Common Shares”) (the “Stock Consideration”), subject to an overall limitation of 75% of the Cortland Common Shares being exchanged for the Stock Consideration and the remaining Cortland Common Shares being exchanged for the Cash Consideration. No fractional Company Common Shares were issued in the Merger, and Cortland’s shareholders became entitled to receive cash in lieu of fractional Company Common Shares.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement and Plan of Merger and the Amendment to Agreement and Plan of Merger, copies of which are filed as Exhibits 2.1 and 2.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Effective upon the consummation of the Merger on November 1, 2021 and in accordance with the terms of the Merger Agreement, the board of directors of the Company (the “Board”) appointed former Cortland board members Neil J. Kaback and Richard B. Thompson to the Board. Mr. Kaback was appointed to the Board to hold office as a Class I director until the Company’s 2023 annual meeting of shareholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Mr. Thompson was appointed to the Board to hold office as a Class III director until the Company’s 2022 annual meeting of shareholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal.
As non-employee directors, each of Messrs. Kaback and Thompson will be eligible to receive compensation in the same manner as the Company’s other non-employee directors, including an annual general annual retainer fee, consistent with the description in the Company’s
definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on March 12, 2021. The Company will enter into an indemnification agreement with each of Messrs. Kaback and Thompson in a manner consistent with the agreements entered into with the Company’s existing directors, the form of which was filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2011. Mr. Kaback will be appointed to the Board Enterprise Risk Management and Audit Committees of the Board. Mr. Thompson will be appointed to the Board Enterprise Risk Management and Compensation Committees of the Board.
Prior to Mr. Thompson’s election as a director to the Board, Cortland issued a loan to a business affiliated with Mr. Thompson, for which Mr. Thompson is a guarantor. Any loans and loan commitments involving Mr. Thompson’s affiliates were made (i) in the ordinary course of business; (ii) on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Cortland; and (iii) without more than the normal risk of collectability or present other unfavorable features.
| Item 7.01 | Regulation FD Disclosure. |
On November 1, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the Board appointed Neil J. Kaback and Richard B. Thompson to the Board, effective November 1, 2021, as described in Item 5.02(d) of this Current Report on Form 8-K.
Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Furthermore, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act, except as may be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
On November 1, 2021, the Company issued a press release announcing the completion of the Merger. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired. |
The financial statements required by this Item 9.01(a) will be filed by an amendment to this Current Report on Form 8-K not later than 71 calendar 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 9.01(b) will be filed by an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
| (d) | Exhibits. |
| * | Pursuant to Item 601(b)(2) of Regulation S-K, schedules and exhibits have been omitted from this filing. The registrant agrees to furnish the Securities and Exchange Commission on a supplemental basis a copy of any omitted schedule or exhibit on a confidential basis upon request. |
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.
| Farmers National Banc Corp. | ||
| By: | /s/ Kevin J. Helmick | |
| Kevin J. Helmick | ||
| President and Chief Executive Officer | ||
Date: November 1, 2021
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact:
Amber Wallace
Executive Vice President, Chief Retail and Marketing Officer
330-720-6441
awallace@farmersbankgroup.com
Farmers National Banc Corp.
Completes Merger with Cortland Bancorp, Adds Two New Board Members
CANFIELD, OHIO, November 1, 2021 – Farmers National Banc Corp. (“Farmers” or the “Company”) (NASDAQ: FMNB), the holding company for The Farmers National Bank of Canfield (“Farmers National Bank”), announced today that it completed the merger of Cortland Bancorp (“Cortland”) (NASDAQ:CLDB), the holding company for The Cortland Savings and Banking Company (“Cortland Bank”), with and into FMNB Merger Subsidiary IV, LLC, a newly-formed, wholly-owned subsidiary of Farmers (the “Merger”). Following the Merger, Cortland Bank was merged with and into Farmers National Bank. As a result of the Merger, shares of Cortland are no longer traded on The NASDAQ Capital Market.
“I am excited to close our sixth acquisition in the last six years. Cortland expands our presence within compelling Northeast Ohio markets including Summit and Portage counties, while increasing our bank assets to over $4.1 billion and our wealth assets to over $3.0 billion making us one of the largest community banks in the state of Ohio. In addition, we look forward to offering our modern and comprehensive financial services to Cortland’s customers and growing our local relationships across Cortland’s footprint. On behalf of everyone at the Company, we are pleased to welcome the customers, employees, and shareholders of Cortland to Farmers National Banc Corp.,” said Kevin J. Helmick, President & CEO of Farmers.
Farmers, headquartered in Canfield, Ohio, now has over $4.1 billion in banking assets, over $3.0 billion in wealth management assets under care, and operates 48 branches in Mahoning, Trumbull, Columbiana, Stark, Summit, Portage, Wayne, Medina, Geauga and Cuyahoga counties in Ohio and Beaver County in Pennsylvania.
In connection with the Merger, Farmers also welcomes two members from Cortland’s board of directors to its Board of Directors, Mr. Richard Thompson and Mr. Neil Kaback, CPA, CGMA.
Mr. Thompson has had an extensive background in the private and public sectors for more than 40 years. A graduate of Youngstown State University, he started his career as an Electrical Engineer for The Packard Electric Company before helping found Therm-O-Link Inc., an electrical wire and cable manufacturer.
In recent years, Mr. Thompson has been an active participant in the revitalization of Kinsman, Ohio, including Stratton Creek Woodworks and The Peter Allen Inn.
Mr. Thompson also serves on the board of directors for Hiram College, The Youngstown State University Foundation, The Northern Trumbull County Community Foundation, The Kinsman Public Library, The Kinsman United Methodist Church and Trumbull Family Fitness.
Mr. Kaback currently serves as a Partner, Assurance at Cohen & Company, working out of their Youngstown, Ohio office. Mr. Kaback is a graduate of Ohio University and has spent more than 30 years assisting clients and companies in the manufacturing, distribution, transportation, automotive and service industries. He holds accreditations of Certified Public Accountant (CPA) and Chartered Global Management Accountant (CGMA), and is a member of the Ohio Society of CPAs and American Institute of CPAs.
Mr. Kaback currently serves or has served on a variety of boards of directors including the Youngstown Warren Regional Chamber, United Way of Youngstown and the Mahoning Valley, Trumbull Memorial Health Foundation and GOJO Industries.
“Both Richard and Neil bring with them diverse backgrounds from various industries. We look forward to their expertise in helping increase value to our shareholders,” Helmick stated.
ABOUT FARMERS NATIONAL BANC CORP.
Founded in 1887, Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield, Ohio, with over $4.1 billion in banking assets. Farmers National Banc Corp.’s wholly-owned subsidiaries are comprised of The Farmers National Bank of Canfield, a full-service national bank engaged in commercial and retail banking with 48 locations in Mahoning, Trumbull, Columbiana, Stark, Summit, Portage, Wayne, Medina, Geauga and Cuyahoga counties in Ohio and Beaver County in Pennsylvania; Farmers Trust Company, which operates five trust offices and offers services in the same geographic markets and Farmers National Insurance, LLC. Total wealth management assets under care at September 30, 2021 were $3.0 billion.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts, but rather statements based on the Company’s current expectations regarding its business strategies and its intended results and future performance. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions, as well as any statements related to future expectations of performance or conditional verbs, such as “will,” “would,” “should,” “could” or “may.”
Forward-looking statements are not guarantees of future performance. Numerous risks and uncertainties could cause or contribute to the Company’s actual results, performance, and achievements to be materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to these differences include, without limitation, the Company’s failure to integrate Cortland and Cortland Bank with the Company in accordance with expectations; deviations from performance expectations related to Cortland and Cortland Bank; general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; legislative and regulatory changes; competitive conditions in the banking markets served by the Company’s respective subsidiaries; the adequacy of the allowance for losses on loans and the level of future provisions for losses on loans; and other factors disclosed periodically in the Company’s filings with the Securities and Exchange Commission (the “SEC”) including the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and subsequent Quarterly Reports on Form 10-Q. Such reports are available on the SEC’s website at www.sec.gov and on the Company’s website at https://www.farmersbankgroup.com under the “Investor Relations” section.
Because of the risks and uncertainties inherent in forward-looking statements, readers are cautioned not to place undue reliance on them, whether included in this release or made elsewhere from time to time by the Company or on the Company’s behalf. Forward-looking statements speak only as of the date made, and the Company assumes no duty and does not undertake to update forward-looking statements.