MPB 8-K
Mid Penn Bancorp Inc (MPB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
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MID PENN BANCORP, INC.
FORM 8-K
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On April 30, 2025, Mid Penn Bancorp, Inc. (“Mid Penn”), the holding company for Mid Penn Bank, completed its acquisition of William Penn Bancorporation (“William Penn”), the holding company for William Penn Bank, through the merger of William Penn with and into Mid Penn (the “Merger”). The Merger was completed in accordance with the terms and conditions of the Agreement and Plan of Merger dated October 31, 2024, between Mid Penn and William Penn (the “Merger Agreement). A copy of the press release announcing the completion of the Merger is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (“Effective Time”), each share of William Penn common stock, par value $0.01 per share (“William Penn Common Stock”), issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.426 shares of Mid Penn common stock (the “Exchange Ratio”), par value $1.00 (“Mid Penn Common Stock”), with cash paid in lieu of fractional shares.
At the Effective Time, each outstanding William Penn restricted stock award was assumed by Mid Penn and will continue to be subject to the same terms and conditions as applied to the William Penn restricted stock award immediately prior to the Effective Time. Each assumed restricted stock award will be for a number of shares of Mid Penn Common Stock equal to the number of shares of William Penn Common Stock subject to the assumed award immediately prior to the Effective Time, multiplied by the Exchange Ratio and rounded down to the nearest whole share.
At the Effective Time of the Merger, each outstanding William Penn stock option was converted automatically into an option to purchase shares of Mid Penn Common Stock and will continue to be subject to the same terms and conditions as applied to the William Penn stock option immediately prior to the Effective Time. The number of shares of Mid Penn Common Stock subject to each assumed William Penn stock option will be equal to the number of shares of William Penn Common Stock subject to the stock option immediately prior to the Effective Time, multiplied by the Exchange Ratio and rounded down to the nearest whole share. The per share exercise price of each assumed William Penn stock option will be adjusted by dividing the per share exercise price of the stock option by the Exchange Ratio, rounded up to the nearest cent.
In connection with the Merger, the parties have caused William Penn Bank to merge with and into Mid Penn Bank, with Mid Penn Bank as the surviving institution.
The total aggregate consideration payable in the Merger was approximately 3,601,407 shares of Mid Penn Common Stock, plus up to an additional 538,464 shares of Mid Penn Common Stock issuable upon the exercise of former William Penn stock options. The issuance of shares of Mid Penn Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-4 (File No. 333-284342) filed by Mid Penn with the Securities and Exchange Commission (the “Commission”) and declared effective on February 7, 2025 (the “Registration Statement”). The joint proxy statement/prospectus included in the Registration Statement contains additional information about the Merger Agreement and the transactions contemplated thereby.
The foregoing summary of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was previously filed with the SEC and incorporated herein by reference as Exhibit 2.1 to this Current Report on Form 8-K.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
In accordance with the Merger Agreement, Kenneth J. Stephon, former Chairman, President and Chief Executive Officer of William Penn and William Penn Bank, has been appointed to serve as a Class C director of Mid Penn, effective as of the Effective Time, with a term expiring at the 2025 Annual Meeting of Shareholders of Mid Penn (the “Annual Meeting”). In accordance with the Merger Agreement, Mid Penn has agreed to reappoint Mr. Stephon as a Class C director immediately following the 2025 Annual Meeting, with a term expiring in 2028. Mr. Stephon has also been appointed as a director of Mid Penn Bank, effective as of the Effective Time.
Additionally, Mid Penn and Mid Penn Bank entered into a three-year employment agreement with Mr. Stephon, which agreement became effective at the Effective Time, and pursuant to which Mr. Stephon will serve as Chief Corporate Development Officer of Mid Penn and Mid Penn Bank and Vice-Chairman of the Board of Directors of Mid Penn Bank. Pursuant to his employment agreement, Mr. Stephon will receive an annual base salary of $400,000. In addition, and subject to his continued employment during the three-year term of the agreement, Mr. Stephon will receive a $900,000 retention bonus payable in three equal annual installments. Mid Penn will also make an annual $50,000 contribution to a deferred compensation plan to be established for his benefit. During the term of the agreement, Mr. Stephon will be eligible to receive annual and long-term incentive awards on a discretionary basis. If Mr. Stephon’s employment is terminated without cause or if Mr. Stephon terminates his employment for good reason (as defined in the agreement), he would be entitled to receive a lump sum payment equal to the base salary payable over the then remaining term of the agreement, plus any unpaid portion of the retention bonus, and continuation of medical benefits for the same period. If such termination occurs in connection with a change in control, Mr. Stephon would receive a severance payment equal to three times his base salary if the termination occurs in the first year of employment, two times base salary if the termination occurs in the second year of employment, and one times base salary if the termination occurs in the third year of employment. In addition, Mr. Stephon will receive any unpaid portion of the retention bonus and Mr. Stephon’s benefits would be continued for a period of one to three years depending on the year in which the termination occurs. So long as Mr. Stephon is employed by Mid Penn and Mid Penn Bank, he will not receive compensation for his service on the Board of Directors of Mid Penn and Mid Penn Bank. The employment agreement includes non-solicitation provisions for the benefit of Mid Penn, to expire one year after his termination of employment.
Mr. Stephon, 65, previously served as Senior Executive Vice President and Chief Operating Officer of William Penn Bank from July 2018 until October 2018, when he became President. He was appointed Chief Executive Officer of William Penn and William Penn Bank in February 2019. Mr. Stephon has over 40 years of banking industry experience and previously served as President and Chief Executive Officer, as well as a director, of Audubon Savings Bank from October 2013 until its merger with William Penn Bank on July 1, 2018. He is a former director of the Pennsylvania Association of Community Bankers and serves as a director of the Insured Financial Institutions of the Delaware Valley. He is a graduate of Trenton State College and holds an M.B.A. from Rider University.
Mr. Stephon is not considered an independent director as determined in accordance with The Nasdaq Stock Market LLC’s corporate governance listing standards.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired. |
To be filed by amendment within 71 calendar days after the date that the initial Current Report on Form 8-K must have been filed.
| (b) | Pro Forma Financial Information. |
To be filed by amendment within 71 calendar days after the date that the initial Current Report on Form 8-K must have been filed.
| (d) | Exhibits: |
| 2.1 | Agreement and Plan of Merger, by and between Mid Penn Bancorp, Inc. and William Penn Bancorporation, dated October 31, 2024 (Incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed on November 1, 2024) | |
| 99.1 | Press Release, dated May 1, 2025 | |
| 104 | Cover Page Interactive Date File (embedded within the 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 hereunto duly authorized.
| MID PENN BANCORP, INC. | ||||||
| Dated: May 1, 2025 | ||||||
| By: | /s/ Rory G. Ritrievi | |||||
| Rory G. Ritrievi | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 99.1
NEWS RELEASE
| Contact: | Mid Penn Bancorp, Inc. |
Jennifer Trautlein
717-914-6577
FOR IMMEDIATE RELEASE
Mid Penn Bancorp, Inc. Completes Acquisition of William Penn Bancorporation
Harrisburg, Pa., (May 1, 2025) – Mid Penn Bancorp, Inc. (“Mid Penn”) (NASDAQ: MPB) today announced that its acquisition of William Penn Bancorporation (“William Penn”) was completed after the close of business on April 30, 2025. In connection with the holding company merger, William Penn’s banking subsidiary, William Penn Bank, has been merged with and into Mid Penn’s subsidiary bank, Mid Penn Bank.
The all-stock transaction was valued at approximately $120 million and will extend Mid Penn’s footprint into the Greater Philadelphia and Southern New Jersey regions. The consolidated assets of the combined company total approximately $6.3 billion.
“We are pleased to welcome William Penn Bank customers and employees to Mid Penn Bank, and William Penn shareholders to Mid Penn Bancorp, Inc.,” Mid Penn Chair, President and CEO Rory G. Ritrievi said. “The completion of this merger joins two institutions with deep roots in community banking. As we further expand into the Greater Philadelphia area market, we remain steadfast in our commitment to delivering unwavering service while providing a wide array of products and financial services to the communities we serve.”
In accordance with the merger agreement, Kenneth J. Stephon, the Chairman, President and Chief Executive Officer of William Penn and William Penn Bank, has been appointed to the Boards of Directors of Mid Penn and Mid Penn Bank, effective as of the effective time of the merger. Mr. Stephon will also serve as Vice Chair of Mid Penn Bank, and as Chief Corporate Development Officer of Mid Penn and Mid Penn Bank, as of the effective time of the merger.
Stephens Inc. served as financial advisor to Mid Penn in connection with the transaction and Keefe, Bruyette & Woods, a Stifel Company, rendered a fairness opinion to Mid Penn’s Board of Directors. Pillar + Aught served as legal advisor to Mid Penn in the transaction. Piper Sandler & Co. served as financial advisor to William Penn in connection with the transaction and rendered a fairness opinion to the William Penn Board of Directors. Kilpatrick Townsend & Stockton LLP served as legal advisor to William Penn.
About Mid Penn Bancorp, Inc.
Mid Penn Bancorp Inc. (NASDAQ: MPB), headquartered in Harrisburg, Pennsylvania, is the parent company of Mid Penn Bank, a full-service commercial bank, and MPB Financial Services, LLC, a provider of specialized investment strategies, insurance, and planning services to individuals, families, and businesses. Mid Penn operates retail locations in counties throughout the Commonwealth of Pennsylvania and Central and Southern New Jersey, has total assets of approximately $6 billion, and offers a comprehensive portfolio of financial products and services to the communities it serves. To learn more, please visit www.midpennbank.com.
Safe Harbor for Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by such forward-looking terminology as “continues,” “expect,” “look,” “believe,” “anticipate,” “may,” “will,” “should,” “projects,” “strategy” or similar statements. Actual results may differ materially from such forward-looking statements, and no reliance should be placed on any forward-looking statement. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following: difficulties and delays in integrating the business or fully realizing cost savings and other benefits; ineffectiveness of the company’s business strategy due to changes in current or future market conditions; the effects of competition, and of changes in laws and regulations, including industry consolidation and development of competing financial products and services; interest rate movements; changes in credit quality; inability to achieve other merger-related synergies; difficulties in integrating distinct business operations, including information technology difficulties; volatilities in the securities markets; and deteriorating economic conditions.
For a more detailed description of these and other factors which would affect our results, please see Mid Penn’s filings with the Securities and Exchange Commission (SEC), including those risk factors identified in the “Risk Factors” section and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent filings with the SEC. The statements in this press release are made as of the date of this press release, even if subsequently made available by Mid Penn on its website or otherwise. Mid Penn assumes no obligation for updating any such forward-looking statements at any time, except as required by law.
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