Affinity Bancshares Files 8-K: Material Agreement

TL;DR

Affinity Bancshares signed a big deal on May 30th. Details in the 8-K.

AI Summary

Affinity Bancshares, Inc. entered into a Material Definitive Agreement on May 30, 2024. The filing also includes financial statements and exhibits, indicating a significant corporate event or transaction for the company.

Why It Matters

This filing signals a significant development for Affinity Bancshares, Inc., potentially involving a merger, acquisition, or other material contract that could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce significant risks and opportunities, depending on the nature of the agreement.

Key Players & Entities

• Affinity Bancshares, Inc. (company) — Registrant
• May 30, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 per share AFBI The Nasdaq Stock Mar
• $22.50 — will pay Affinity Bank the sum of: (i) $22.50 per share of outstanding Affinity commo
• $159,838,000 — hase Price is currently estimated to be $159,838,000, subject to adjustment based on the act
• $17.5 m — timated as of the closing, is less than $17.5 million, the Purchase Price will be incre
• $0.50 — the Purchase Price will be increased by $0.50 for every such dollar that the taxes as
• $17.5 million — timated as of the closing, is less than $17.5 million. Affinity Bank will also retain cash to
• $6.39 million — igated to pay APCU a termination fee of $6.39 million. The foregoing summary of the Agreeme

Filing Documents

• d845637d8k.htm (8-K) — 39KB
• d845637dex21.htm (EX-2.1) — 366KB
• 0001193125-24-153952.txt ( ) — 617KB
• afbi-20240530.xsd (EX-101.SCH) — 3KB
• afbi-20240530_lab.xml (EX-101.LAB) — 17KB
• afbi-20240530_pre.xml (EX-101.PRE) — 11KB
• d845637d8k_htm.xml (XML) — 3KB

Forward-Looking Statements

Forward-Looking Statements This current report contains statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933. These forward-looking statements are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and this statement is included for purposes of complying with these safe harbor provisions. 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 parties to satisfy the closing conditions in the definitive agreement in a timely manner or at all; (2) failure of the shareholders of Affinity to approve the agreement; (3) failure to obtain governmental approvals; (4) changes in estimates with respect to the amount of cash to be received by Affinity Bank and/or to be utilized by Affinity Bank and Affinity following the completion of the proposed transaction, and the resulting amount available for distribution to Affinity shareholders, either in the aggregate or on a per-share basis; (5) disruptions to the parties' businesses as a result of the announcement and pendency of the transaction; (6) changes in general business, industry or economic conditions or competition; (7) changes in any applicable law, rule, regulation, policy, guideline or practice governing or affecting credit unions, financial holding companies and their subsidiaries or with respect to tax or accounting principles or otherwise; (8) adverse changes or conditions in the capital and financial markets; (9) changes in interest rates or credit availability; (10) the adequacy of loan

Financial Statements and Exhibits

Financial Statements and Exhibits (a) Exhibits. Exhibit No. Exhibit 2.1 Purchase and Assumption Agreement by and among Atlanta Postal Credit Union, Affinity Bancshares, Inc. and Affinity Bank, National Association, dated as of May 30, 2024* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

SIGNATURES

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. AFFINITY BANCSHARES, INC. DATE: June 4, 2024 By: /s/ Brandi Pajot Brandi Pajot Senior Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR