LCNB Corp. Files 8-K on Asset Dealings

TL;DR

LCNB Corp. filed an 8-K on April 12, 2024, detailing asset transactions and other corporate events.

AI Summary

LCNB Corp. filed an 8-K on April 12, 2024, reporting the completion of an acquisition or disposition of assets, other events, and financial statements. The filing details the company's principal executive offices located at 2 North Broadway, Lebanon, Ohio, 45036, with a fiscal year end of December 31.

Why It Matters

This filing indicates significant corporate actions, including potential asset acquisitions or dispositions, which could impact LCNB Corp.'s financial structure and future operations.

Risk Assessment

Risk Level: low — The filing is a standard corporate disclosure and does not inherently present immediate financial risks.

Key Players & Entities

• LCNB CORP (company) — Registrant
• 2 North Broadway, Lebanon, Ohio 45036 (location) — Principal executive offices

FAQ

Key Financial Figures

• $19.10 — e 1.1401 shares of LCNB common stock or $19.10 in cash. In addition, each EFBI shareho

Filing Documents

• lcnb-20240412.htm (8-K) — 30KB
• lcnbform4122024xlcnbeaglefa.htm (EX-99.1) — 13KB
• image_0.jpg (GRAPHIC) — 41KB
• 0001074902-24-000068.txt ( ) — 247KB
• lcnb-20240412.xsd (EX-101.SCH) — 2KB
• lcnb-20240412_def.xml (EX-101.DEF) — 14KB
• lcnb-20240412_lab.xml (EX-101.LAB) — 25KB
• lcnb-20240412_pre.xml (EX-101.PRE) — 15KB
• lcnb-20240412_htm.xml (XML) — 3KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On April 12, 2024, LCNB Corp., an Ohio corporation ("LCNB"), completed its previously announced merger with Eagle Financial Bancorp, Inc., a Maryland corporation ("EFBI"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated November 28, 2023. At the effective time of the merger (the "Effective Time"), EFBI merged with and into LCNB (the "Holding Company Merger"), with LCNB as the surviving corporation in the Holding Company Merger. Immediately following the Holding Company Merger, EFBI's wholly-owned subsidiary bank, EAGLE.bank, a state-chartered bank operating under a universal bank charter election in accordance with applicable Ohio law ("Eagle Bank"), merged with and into LCNB National Bank, a national bank and wholly-owned subsidiary of LCNB ("LCNB Bank"), with LCNB Bank as the surviving bank (the "Bank Merger" and with the Holding Company Merger, the "Merger"). By virtue of the Merger, LCNB acquired all of the assets, and succeeded to all of the obligations of EFBI, and LCNB Bank acquired all of the assets and succeeded to all of the obligations of Eagle Bank. Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of the EFBI common stock issued and outstanding immediately prior to the Effective Time (except for treasury shares as provided for in the Merger Agreement), upon the election of the shareholder and in accordance with the procedures set forth in the Merger Agreement, converted into the right to receive 1.1401 shares of LCNB common stock or $19.10 in cash. In addition, each EFBI shareholder who would otherwise be entitled to receive a fractional share of LCNB common stock will receive an amount of cash equal to the product of the fractional LCNB common stock interest to which such holder (after taking into account all EFBI common stock held at the Effective Time by such holder) would otherwise be entitled to multiplied by $19.10. The fo

01 Other Events

Item 8.01 Other Events. On April 12, 2024, LCNB announced that it completed its acquisition of EFBI as of April 12, 2024. LCNB and EFBI first announced that they had entered into an agreement to merge on November 29, 2023. A copy of the press release announcing the event is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description of Exhibit 2.1 Agreement and Plan of Merger dated N ovember 28 , 2023 between LCNB Corp. and Eagl e Financial Bancorp, Inc.** 99.1* Press Release dated April 1 2 , 20 24 * Filed herewith ** Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K . A copy of any omitted schedules or exhibits will be furnished to the SEC upon its request.

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 thereunto duly authorized. LCNB CORP. Date: April 12, 2024 By: /s/ Robert C. Haines II Robert C. Haines II Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR