hfbil20230201

hfbil20230201_8k.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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)	February 1, 2023


Home Federal Bancorp, Inc. of Louisiana
(Exact name of registrant as specified in its charter)

Louisiana	001-35019	02-0815311
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

624 Market Street, Shreveport, Louisiana		71101
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code	(318) 222-1145

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (par value $.01 per share)	HFBL	Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01

Completion of Acquisition or Disposition of Assets

Effective February 1, 2023, Home Federal Bancorp, Inc. of Louisiana (the “Company”) completed its acquisition of Northwest Bancshares Corporation (“NWB”) in accordance with the terms of the Agreement and Plan of Merger, dated as of October 4, 2022, by and between the Company and NWB (the “Merger Agreement”). Immediately after closing and in accordance with the terms of the Merger Agreement, First National Bank of Benton (“FNBB”), which had been the wholly owned subsidiary of NWB, was merged with and into Home Federal Bank (“HFB”), the Company’s wholly owned subsidiary, with HFB as the surviving institution.

The Company acquired all of the outstanding shares of common stock of NWB for aggregate cash consideration of approximately $10.2 million ($128.16 per NWB common share). The preceding description is qualified in its entirety by reference to the Merger Agreement, which is incorporated by reference from Exhibit 2.1 of the Current Report on Form 8-K filed by the Company with the SEC on October 4, 2022 (SEC File No. 001-35019).

Item 8.01

Other Events

On February 1, 2023, the Company issued a press release announcing the completion of the acquisition of NWB. A copy of the press release is filed 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) Not applicable.

(b) Not applicable.

(d) Exhibits

The following exhibits are included herewith.

	Exhibit Number		Description
	2.1		Agreement and Plan of Merger, dated as of October 4, 2022, between Home Federal Bancorp, Inc. of Louisiana and Northwest Bancshares Corporation (Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Home Federal Bancorp, Inc. of Louisiana, dated as of October 4, 2022 and filed with the SEC on October 4, 2022 (SEC File No. 001-35019).
	99.1		Press release dated February 1, 2023
	104		Cover page interactive date file (embedded within the Inline XBRL document.)

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 thereunto duly authorized.

	HOME FEDERAL BANCORP, INC. OF LOUISIANA



Date: February 1, 2023	By:	/s/James R. Barlow
		James R. Barlow
		Chairman of the Board, President and Chief Executive Officer

EXHIBIT 99.1

For Immediate Release

FOR RELEASE: Wednesday, February 1, 2023, at 8:30 AM (Eastern)

HOME FEDERAL BANCORP, INC. OF LOUISIANA ANNOUNCES COMPLETION OF

MERGER WITH NORTHWEST BANCSHARES CORPORATION

Shreveport, Louisiana – February 1, 2023 – Home Federal Bancorp, Inc. of Louisiana (“Home Federal”) (Nasdaq: HFBL), the holding company of Home Federal Bank, announced the completion of the acquisition of Northwest Bancshares Corporation (“NWB”) and its wholly-owned subsidiary, First National Bank of Benton (“FNBB”), effective as of February 1, 2023.

Under the terms of the Merger Agreement, shareholders of NWB will receive $128.16 in cash for each share of NWB common stock they hold.

“By bringing our two companies together, we have expanded our market area and enhanced our branch network,” stated Jim Barlow, Chairman, President and Chief Executive Officer of Home Federal, “We look forward to providing our products and services to the Benton market area. On behalf of our Board of Directors and employees, we welcome FNBB’s customers and team to our family.”

As of the effective time of the Merger, and in accordance with the terms of the Merger Agreement, John A. Batson, President and Chief Executive Officer of FNBB was named Senior Vice President and Benton Market Manager of Home Federal Bank.

With the combination of the two organizations, Home Federal, on a consolidated basis, has approximately $661 million in assets, $481 million in loans and $585 million in deposits. Home Federal plans to operate the existing branch of FNBB as a Division of Home Federal Bank through May, 2023.

Home Federal was advised by Raymond James & Associates, Inc. and the law firm of Silver, Freedman, Taff & Tiernan LLP. Northwest Bancshares was advised by SEACAP Financial, LLC and the law firm of Butler Snow LLP.

About Home Federal

Home Federal Bancorp, Inc. of Louisiana is the holding company for Home Federal Bank which currently conducts business from ten full-service banking centers in Louisiana. Home Federal Bank was established in 1924 and is headquartered in Shreveport, Louisiana. The Bank provides a full range of banking services including its primary business of real estate lending to residential and commercial customers.

Forward Looking Statements

Statements contained in this news release which are not historical facts may be forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe”, “expect”, “anticipate”, “estimate”, and “intend”, or future or conditional verbs such as “will”, “would”, “should”, “could”, or “may”. We undertake no obligation to update any forward-looking statements.

In addition to factors previously disclosed in the reports filed by the Company with the Securities and Exchange Commission and those identified elsewhere in this press release, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the strength of the United States economy in general and the strength of the local economies in which the Company conducts its operations; general economic conditions; the scope and duration of the COVID-19 pandemic; the effects of the COVID-19 pandemic, including on the Company’s credit quality and operations as well as its impact on general economic conditions; legislative and regulatory changes including actions taken by governmental authorities in response to the COVID-19 pandemic; monetary and fiscal policies of the federal government; changes in tax policies, rates and regulations of federal, state and local tax authorities including the effects of the Tax Reform Act; changes in interest rates, deposit flows, the cost of funds, demand for loan products and the demand for financial services, in each case as may be affected by the COVID-19 pandemic, competition, changes in the quality or composition of the Company’s loans, investment and mortgage-backed securities portfolios; geographic concentration of the Company’s business; fluctuations in real estate values; the adequacy of loan loss reserves; the risk that goodwill and intangibles recorded in the Company’s financial statements will become impaired; changes in accounting principles, policies or guidelines and other economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services and fees.

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Contact:

Home Federal Bancorp, Inc. of Louisiana

James R. Barlow, Chairman of the Board, President and Chief Executive Officer

(318) 222-1145