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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)
August 15, 2024 (August 14, 2024)
SB
FINANCIAL GROUP, INC
(Exact name of registrant as specified in its charter)
| Ohio |
|
001-36785 |
|
34-1395608 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 401 Clinton Street, Defiance, OH |
|
43512 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code (419) 783-8950
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 Shares, No Par Value |
|
SBFG |
|
The NASDAQ Stock Market, LLC |
| |
|
|
|
(NASDAQ Capital Market) |
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 7.01. Regulation FD Disclosure
On August 14, 2024, SB Financial
Group, Inc., an Ohio corporation (the “Company”), issued a press release regarding the matters described in Item 8.01 of this
Current Report on Form 8-K, a copy of which is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Item
7.01, including Exhibit 99.1, is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section, and shall
not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange
Act, except as may be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On August 14, 2024, the Company
entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and between the Company, SBMC, Inc., an Ohio corporation
and wholly-owned subsidiary of the Company (“Merger Sub”), and Marblehead Bancorp, an Ohio corporation (“Marblehead”),
pursuant to which the Company will acquire Marblehead and its wholly-owned subsidiary, The Marblehead Bank (“Marblehead Bank”).
The Merger Agreement has been unanimously approved by the Boards of Directors of both the Company and Marblehead.
Pursuant to the terms and
subject to the conditions of the Merger Agreement, (i) Merger Sub will merge with and into Marblehead, with Marblehead surviving as a
wholly-owned subsidiary of the Company and (ii) immediately thereafter, Marblehead will be merged with and into the Company, with the
Company surviving (collectively, the “Merger”). Immediately following the Merger, Marblehead Bank will be merged with and
into the Company’s wholly-owned subsidiary, The State Bank and Trust Company (“State Bank”), with State Bank surviving.
Under the terms of the Merger
Agreement, shareholders of Marblehead will be entitled to receive $196.31 in cash in exchange for each outstanding share of Marblehead
common stock, for a transaction valued in aggregate at approximately $5.0 million.
The Merger is subject to customary
closing conditions, including the receipt of regulatory approvals and approval by the shareholders of Marblehead, and is expected to close
in the fourth quarter of 2024.
Concurrently with entering
into the Merger Agreement, the Company entered into Voting Agreements with each of the directors and certain executive officers of Marblehead,
pursuant to which such directors and executive officers agreed to vote their shares of Marblehead common stock in favor of the Merger.
Important Additional Information About the
Transaction
In connection with the proposed
transaction, Marblehead will distribute a proxy statement to its shareholders in connection with a special meeting of shareholders to
be called and held for the purposes of voting on approval of the transaction and related matters. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISIONS REGARDING THE PROPOSED TRANSACTION, MARBLEHEAD’S SHAREHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND
ITS EXHIBITS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MARBLEHEAD AND THE PROPOSED TRANSACTION. Copies of the proxy statement
will be mailed to all shareholders prior to the special meeting. Shareholders and investors may obtain additional free copies of the proxy
statement when it becomes available by directing a request by telephone, (419) 798-4471 or mail to Marblehead Bancorp, 709 West Main Street,
Marblehead, Ohio 43440.
Participants in Solicitation
Marblehead and its directors
and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Marblehead in connection
with the special meeting of shareholders. Information about the directors and executive officers of Marblehead will appear in its proxy
statement. Additional information regarding the interests of these participants and other persons who may be deemed participants in the
proxy solicitation may be obtained by reading the proxy statement for the special meeting of shareholders when it becomes available.
Forward-Looking Statements
Certain statements within
this report, which are not statements of historical fact, constitute forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties, and actual results may differ materially from
those predicted by the forward-looking statements. As a result, readers should not place undue reliance on such forward-looking statements,
which speak only as of the date made. These forward-looking statements are based on current plans and expectations, which are subject
to a number of risk factors and uncertainties that could cause future results to differ materially from historical performance or future
expectations. These differences may be the result of various factors, including, among others: (1) failure of the shareholders of Marblehead
to approve the Merger Agreement; (2) failure to obtain governmental approvals for the Merger; (3) failure of the parties to satisfy the
other closing conditions in the Merger Agreement in a timely manner or at all; (4) disruptions to the parties’ businesses as a result
of the announcement and pendency of the Merger; (5) costs or difficulties related to the integration of the business following the proposed
Merger; (6) the risk that the anticipated benefits, cost savings and any other savings from the transaction may not be fully realized
or may take longer than expected to realize; (7) changes in general business, industry or economic conditions or competition; (8) changes
in any applicable law, rule, regulation, policy, guideline or practice governing or affecting financial holding companies and their subsidiaries
or with respect to tax or accounting principles or otherwise; (9) adverse changes or conditions in the capital and financial markets;
(10) changes in interest rates or credit availability; (11) changes in the quality or composition of loan and investment portfolios; (12)
adequacy of loan loss reserves and changes in loan default and charge-off rates; (13) increased competition and its effect on pricing,
spending, third-party relationships and revenues; (14) loss of certain key officers; (15) continued relationships with major customers;
(16) deposit attrition, necessitating increased borrowings to fund loans and investments; (17) rapidly changing technology; (18) unanticipated
regulatory or judicial proceedings and liabilities and other costs; (19) changes in the cost of funds, demand for loan products or demand
for financial services; and (20) other economic, competitive, governmental or technological factors affecting operations, markets, products,
services and prices.
The foregoing list should
not be construed as exhaustive, and the Company and Marblehead undertake no obligation to subsequently revise any forward-looking statements
to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events
or circumstances, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
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.
| |
SB FINANCIAL GROUP, INC. |
| |
|
|
| August 15, 2024 |
|
|
| |
|
|
| |
By: |
/s/ Anthony V. Cosentino |
| |
|
Anthony V. Cosentino |
| |
|
Chief Financial Officer |
3
Exhibit 99.1
August 14, 2024
FOR IMMEDIATE RELEASE
SB Financial
Group and Marblehead Bancorp Announce Agreement to Merge
State Bank and Trust Company expands footprint
to Ottawa County, Ohio
Defiance, Ohio and Marblehead, Ohio, August 14, 2024 –
SB Financial Group, Inc. (NASDAQ: SBFG) (“SB Financial”), parent company of The State Bank and Trust Company (“State
Bank”), and Marblehead Bancorp (“Marblehead”), parent company of The Marblehead Bank (“Marblehead Bank”),
today jointly announced entry into a definitive agreement pursuant to which Marblehead will be combined with SB Financial and Marblehead
Bank will merge with and into State Bank. The merger agreement was unanimously approved by the Boards of Directors of both bank holding
companies and their subsidiary banks.
Under the terms of the merger agreement, shareholders of Marblehead
Bancorp will receive $196.31 in cash in exchange for each share of Marblehead Bancorp common stock for a transaction valued in aggregate
at approximately $5.0 million.
When finalized, the merger will add two full-service branches and one
limited-service branch to State Bank’s branch footprint, strengthening State Bank’s position in the Northwest Ohio region
and expanding State Bank’s presence into the Marblehead, Ohio and Ottawa County, Ohio communities. The merger with Marblehead Bancorp
aligns with SB Financial’s strategic goal of investing where it can best serve its customers, and these new communities are part
of that commitment.
“We’re very excited to welcome the employees and customers
of Marblehead Bank to the State Bank family,” said SB Financial Chairman, President and CEO, Mark Klein. “Both banks share
a rich past, a strong brand and are deeply committed to their employees, their customers, and the communities they serve. As a community
bank, we also share similar values. This cultural alignment is the foundation each has embraced for well over a century to develop authentic
and meaningful relationships with each of our stakeholders. We are excited to include the Marblehead Bank staff, clients and community
in our journey to build one of America’s great community banks.”
Deborah Stephens, Marblehead Bank Interim President added, “This
transaction is beneficial to the shareholders, customers, and communities served by Marblehead Bank. We have great admiration and respect
for the State Bank team, and we believe this merger is a great outcome for our shareholders and positions our employees and customers
for continued success. We are proud of what we have built here at Marblehead Bank and are confident that our customers will continue to
receive the community banking experience they have come to know in banking with us, while enjoying access to additional products and services
that a larger community bank like State Bank can offer. Both organizations are highly respected in their local markets, and we have confidence
everyone involved will continue to be in great hands.”
Pending regulatory and Marblehead Bancorp shareholder approvals, SB
Financial intends to complete the transaction in the fourth quarter of 2024. After completion of the merger, based on financial data as
of June 30, 2024, the combined company would have total assets of approximately $1.4 billion, total net loans of approximately $1.1 billion
and total deposits of approximately $1.2 billion. For over 120 years State Bank has been committed to the success of the communities in
which it operates. That commitment will extend to the existing Marblehead Bank offices and surrounding communities that Marblehead Bank
has served since 1907.
Vorys, Sater, Seymour and Pease LLP is serving as legal counsel to
SB Financial. Janney Montgomery Scott is serving as financial advisor to Marblehead Bancorp and provided a fairness opinion to its Board
of Directors. Shumaker, Loop & Kendrick, LLP is serving as Marblehead Bancorp’s legal counsel.
About SB Financial Group, Inc.
Headquartered in Defiance, Ohio, SB Financial Group is a diversified
financial services holding company for The State Bank and Trust Company (State Bank) and SBFG Title, LLC dba Peak Title (Peak Title).
State Bank provides a full range of financial services for consumers and small businesses, including wealth management, private client
services, mortgage banking and commercial and agricultural lending, operating through a total of 23 offices: 22 in nine Ohio counties
and one in Fort Wayne, Indiana, and 23 ATMs. State Bank has six loan production offices located throughout the Tri-State region of Ohio,
Indiana and Michigan. Peak Title provides title insurance and title opinions throughout the Tri-State region. SB Financial Group’s
common stock is listed on the NASDAQ Capital Market with the ticker symbol “SBFG”.
About Marblehead Bancorp
Headquartered in Marblehead, Ohio, Marblehead Bancorp is the holding
company for The Marblehead Bank. Established in March 1907, The Marblehead Bank was founded to provide local banking services to the residents
of the Village of Marblehead, Danbury Township, and nearby communities located on the central shores and islands of Lake Erie. It remains
the only brick and mortar bank on the Marblehead Peninsula, operating two full-service bank branch offices and one limited-service office.
As a full-service community bank, the company provides ease of use and excellent service in the Marblehead Peninsula area and beyond.
Learn more about The Marblehead Bank at www.marbleheadbank.com.
Forward-Looking Statements
Certain statements within this press release, which are not statements
of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve risks and uncertainties, and actual results may differ materially from those predicted by the forward-looking
statements. As a result, readers should not place undue reliance on such forward-looking statements, which speak only as of the date made.
These forward-looking statements are based on current plans and expectations, which are subject to a number of risk factors and uncertainties
that could cause future results to differ materially from historical performance or future expectations. These differences may be the
result of various factors, including, among others: (1) failure of the shareholders of Marblehead Bancorp to approve the merger agreement;
(2) failure to obtain governmental approvals for the merger; (3) failure of the parties to satisfy the other closing conditions in the
merger agreement in a timely manner or at all; (4) disruptions to the parties’ businesses as a result of the announcement and pendency
of the merger; (5) costs or difficulties related to the integration of the business following the proposed merger; (6) the risk that the
anticipated benefits, cost savings and any other savings from the transaction may not be fully realized or may take longer than expected
to realize; (7) changes in general business, industry or economic conditions or competition; (8) changes in any applicable law, rule,
regulation, policy, guideline or practice governing or affecting financial holding companies and their subsidiaries or with respect to
tax or accounting principles or otherwise; (9) adverse changes or conditions in the capital and financial markets; (10) changes in interest
rates or credit availability; (11) changes in the quality or composition of loan and investment portfolios; (12) adequacy of loan loss
reserves and changes in loan default and charge-off rates; (13) increased competition and its effect on pricing, spending, third-party
relationships and revenues; (14) loss of certain key officers; (15) continued relationships with major customers; (16) deposit attrition,
necessitating increased borrowings to fund loans and investments; (17) rapidly changing technology; (18) unanticipated regulatory or judicial
proceedings and liabilities and other costs; (19) changes in the cost of funds, demand for loan products or demand for financial services;
and (20) other economic, competitive, governmental or technological factors affecting operations, markets, products, services and prices.
The foregoing list should not be construed as exhaustive, and SB Financial
and Marblehead Bancorp undertake no obligation to subsequently revise any forward-looking statements to reflect events or circumstances
after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events or circumstances, except as required
by law.
Additional Information About the Transaction
In connection with the proposed transaction, Marblehead Bancorp will
distribute a proxy statement to its shareholders in connection with a special meeting of shareholders to be called and held for the purposes
of voting on approval of the transaction and related matters.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS REGARDING THE PROPOSED
TRANSACTION, MARBLEHEAD BANCORP’S SHAREHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND ITS EXHIBITS BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT MARBLEHEAD BANCORP AND THE PROPOSED TRANSACTION.
Copies of the proxy statement will be mailed to all shareholders prior
to the special meeting. Shareholders and investors may obtain additional free copies of the proxy statement when it becomes available
by directing a request by telephone, (419) 798-4471 or mail to Marblehead Bancorp, 709 West Main Street, Marblehead, Ohio 43440.
Marblehead Bancorp and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the shareholders of Marblehead Bancorp in connection with the special meeting
of shareholders. Information about the directors and executive officers of Marblehead Bancorp will appear in its proxy statement. Additional
information regarding the interests of these participants and other persons who may be deemed participants in the proxy solicitation may
be obtained by reading the proxy statement for the special meeting of shareholders when it becomes available.
Contacts:
Mark A. Klein,
Chairman, President and Chief Executive Officer
SB Financial Group, Inc.
Mark.Klein@YourStateBank.com or (419) 783-8920
Deborah K Stephens
Interim President
The Marblehead Bank
Deborah.Stephens@MarbleheadBank.com or (419) 798-4471
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