8-K
Mid Penn Bancorp Inc (MPB)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 30, 2021
MID PENN BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
| | ||
|---|---|---|
| Pennsylvania | 1-13677 | 25-1666413 |
| (State or Other Jurisdiction of<br><br><br>Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer<br><br><br>Identification Number) |
| 349 Union Street<br><br><br>Millersburg, Pennsylvania | 1.866.642.7736 | 17061 |
| (Address of Principal Executive Offices) | ( Registrant’s telephone number, including area code) | (Zip Code) |
| Not Applicable | ||
| (Former Name or Former Address, if Changed Since Last Report) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $1.00 par value per share | MPB | The NASDAQ Stock Market LLC |
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:
| ☐ | 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)) |
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. ☐
MID PENN BANCORP, INC.
FORM 8-K
Item 2.01Other Events.
On November 30, 2021, Mid Penn Bancorp, Inc. (“Mid Penn”), the holding company for Mid Penn Bank, completed its acquisition of Riverview Financial Corporation (“Riverview”), the holding company for Riverview Bank, through the merger of Riverview 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 June 30, 2021 between Mid Penn and Riverview (the “Merger Agreement”), and the first amendment thereto dated August 26, 2021 (the “First Amendment”). A copy of the press release announcing 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, each share of Riverview common stock issued and outstanding as of November 30, 2021 was converted into the right to receive 0.4833 shares of Mid Penn common stock. Cash will be paid to Riverview shareholders in lieu of any fractional shares. As a result of the Merger, Mid Penn issued approximately 4,520,279 shares of Mid Penn common stock.
In connection with the Merger, the parties have caused Riverview Bank to merge with and into Mid Penn Bank, with Mid Penn Bank as the surviving institution.
The foregoing summary of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement and the First Amendment thereto, which were attached as Exhibits 2.1 to Mid Penn’s Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2021 and August 27, 2021, respectively, and are incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
|---|
In connection with the Merger, effective November 30, 2021, the Mid Penn assumed Riverview’s obligations as required by the indentures and certain related agreements with respect to Riverview’s outstanding trust preferred securities (the “Trust Preferred Securities”), in an aggregate principal amount of $9.279 million, as well as $25.0 million in aggregate principal amount of 5.75% fixed-to-floating rate subordinated notes due 2030 that were issued by Riverview on October 6, 2020.
The supplemental indentures pursuant to which Mid Penn assumed the Trust Preferred Securities, as well as the original indentures pursuant to which the Trust Preferred Securities were issued, have not been filed herewith pursuant to Item 601(b)(4)(v) of Regulation S-K under the Securities Act. Mid Penn agrees to furnish a copy of such indentures to the Commission upon request.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
Effective November 30, 2021, and in accordance with the Merger Agreement, Maureen G. Gathagan and Howard R. Greenawalt have been appointed to serve as directors of Mid Penn. Mrs. Gathagan and Mr. Greenawalt were formerly directors of Riverview and Riverview Bank, and each is independent as determined in accordance with The Nasdaq Stock Market LLC’s corporate governance listing standards.
Set forth below are the names, ages and certain other biographical information with regard to the new directors, as well as the class to which each has been appointed.
Maureen G. Gathagan, 47, Owner of Gathagan Investment Co., LP
(Class B – Term Expiring 2024)
Mrs. Gathagan is a veteran business professional with more than 20 years of diverse management experience in various industries, including pharmacy, retail grocery store and fast food. She earned a Bachelor of Arts degree in Applied Psychology from Indiana University of Pennsylvania and a Master of Science degree in Industrial & Organization Psychology from the University of Baltimore. Mrs. Gathagan’s qualifications include her active involvement and participation in numerous local non-profit and charitable organizations and her position as a Board member of Clearfield Educational Foundation.
Howard R. Greenawalt, 68, Retired CPA
(Class A - Term Expiring 2023)
Mr. Greenawalt is a certified public accountant and a former owner and officer of Greenawalt & Company, P.C., a public accounting firm located in Mechanicsburg and Carlisle, Pennsylvania. He retired as an officer and owner of the firm on January 1, 2012 but continued as an employee of the firm until his retirement on December 31, 2018. He attended the University of North Carolina, Chapel Hill and received a Bachelor of Science degree in accounting from Elizabethtown College. He was a Certified Business Manager, a Certified Financial Services Auditor and a Chartered Bank Auditor prior to his retirement. Mr. Greenawalt has extensive audit, accounting and tax experience, and brings broad financial proficiency and leadership skills as a managing officer of a local company.
As of the date of this filing, committee appointments have not yet been finalized.
In accordance with Mid Penn’s outside director fee schedule for 2021, Mrs. Gathagan and Mr. Greenawalt will each be entitled to receive an annual retainer in the amount of $50,000 for their service as a director.
Additionally, and subject to applicable eligibility requirements, the new directors are eligible to participate in Mid Penn’s Restricted Stock Plan, Director Deferred Fee Plan and Director Retirement Plan, the terms of which are described under the heading “Compensation of the Board” and “Compensation Discussion and Analysis – Restricted Stock Plan” beginning on pages 15 and 21, respectively, of Mid Penn’s Definitive Proxy Statement on Schedule 14A filed with the SEC on March 25, 2021. That summary is incorporated herein by reference. Directors may also participate in Mid Penn’s Director Stock Purchase Plan, the terms of which are described in Mid Penn’s Current Report on Form 8-K, filed with the SEC on May 31, 2017, and incorporated herein by reference.
Item 8.01Other Events.
Effective November 30, 2021, and in accordance with the Merger Agreement, Paula M. Cherry, Albert J. Evans and Joseph D. Kerwin have been appointed to serve as directors of Mid Penn Bank. Each of these individuals was formerly a director of Riverview and Riverview Bank.
Item 9.01Financial Statements and Exhibits.
(a)Financial Statements of Business Acquired.
The financial information required by this Item 9.01(a) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed.
(b)Pro Form Financial Information.
The financial information required by this Item 9.01(b) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed.
(d)Exhibits
Exhibit No.
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.<br><br><br>(Registrant) | ||
|---|---|---|
| Date: December 1, 2021 | By: | /s/ Rory G. Ritrievi |
| Rory G. Ritrievi | ||
| President and Chief Executive Officer |
mpb-ex991_36.htm
Exhibit 99.1
NEWS RELEASE
Contact: Mid Penn Bancorp, Inc.
Matt Miller
matt.miller@midpennbank.com
484-527-4025
FOR IMMEDIATE RELEASE
Mid Penn Bancorp, Inc. Completes Acquisition of Riverview Financial Corporation
MILLERSBURG, Pa., (December 1, 2021) (GLOBE NEWSWIRE) – Mid Penn Bancorp, Inc. (“Mid Penn”) (NASDAQ: MPB) today announced that its acquisition of Riverview Financial Corporation (“Riverview”) was completed after the close of business on November 30, 2021. In connection with the holding company merger, Riverview’s banking subsidiary, Riverview Bank, has been merged with and into Mid Penn’s subsidiary bank, Mid Penn Bank.
The all-stock transaction was valued at approximately $124.7 million and will extend Mid Penn’s footprint into attractive new markets, including the Lehigh Valley and State College region, and will expand its presence in Western Pennsylvania. The consolidated assets of the combined company are valued at approximately $4.7 billion.
“We are pleased to welcome Riverview customers, employees and shareholders to Mid Penn and Mid Penn Bank,” said Mid Penn President and CEO Rory G. Ritrievi. “As we introduce the Mid Penn brand of community banking throughout the Riverview footprint, we are committed to making this combination a positive one for all involved. We believe our commitment to offering the best products and services, delivered by the best financial professionals, will be appreciated by customers and the communities at large.”
Piper Sandler & Co. served as financial advisor to Mid Penn in connection with the transaction and Stephens Inc. rendered a fairness opinion to Mid Penn’s board of directors. Pillar+Aught served as legal advisor to Mid Penn in the transaction. Janney Montgomery Scott LLC served as financial advisor to Riverview in connection with the transaction and rendered a fairness opinion to the Riverview board of directors. Luse Gorman, PC served as legal advisor to Riverview.
About Mid Penn Bancorp, Inc.
Mid Penn Bancorp Inc. (NASDAQ: MPB), headquartered in Millersburg, Pennsylvania, has been serving the community since 1868. Mid Penn has 62 retail locations in the state of Pennsylvania and total assets of approximately $4.7 billion. Its footprint includes Berks, Blair, Bucks, Centre, Chester, Clearfield, Cumberland, Dauphin, Fayette, Huntingdon, Lancaster, Lehigh, Luzerne, Lycoming, Montgomery, Northumberland, Perry, Schuylkill and Westmoreland counties. The bank offers a comprehensive portfolio of products and services to meet the banking needs of the communities it serves. To learn more about Mid Penn Bank, visit www.midpennbank.com.
Safe Harbor for Forward-Looking Statements
This document may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to various risks, uncertainties and other factors. 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, and other risks and uncertainties, including those detailed in Mid Penn Bancorp, Inc.’s filings with the Securities and Exchange Commission (SEC).