Marathon Bancorp to be Acquired by Nicolet Bankshares for $130M
Ticker: MBBC · Form: 8-K · Filed: Dec 12, 2024 · CIK: 1835385
Sentiment: neutral
Topics: acquisition, merger, financials
TL;DR
Marathon Bancorp is getting bought by Nicolet Bankshares for $130M, deal expected Q2 2025.
AI Summary
Marathon Bancorp, Inc. announced on December 10, 2024, that it has entered into a definitive agreement to be acquired by Nicolet Bankshares Inc. The transaction is valued at approximately $130 million. This acquisition is expected to close in the second quarter of 2025, subject to customary closing conditions and regulatory approvals.
Why It Matters
This acquisition will lead to the consolidation of two Wisconsin-based financial institutions, potentially impacting local banking services and competition within the region.
Risk Assessment
Risk Level: medium — The acquisition is subject to regulatory approvals and customary closing conditions, which introduce a degree of uncertainty until completion.
Key Numbers
- $130 million — Acquisition Value (The total value of the transaction between Marathon Bancorp and Nicolet Bankshares.)
Key Players & Entities
- Marathon Bancorp, Inc. (company) — Company filing the report and being acquired
- Nicolet Bankshares Inc. (company) — Acquiring company
- $130 million (dollar_amount) — Valuation of the acquisition
- December 10, 2024 (date) — Date of the definitive agreement
- second quarter of 2025 (date) — Expected closing period for the acquisition
FAQ
What is the primary purpose of this 8-K filing?
This 8-K filing announces the entry into a definitive agreement for Marathon Bancorp, Inc. to be acquired by Nicolet Bankshares Inc.
Who is acquiring Marathon Bancorp, Inc.?
Nicolet Bankshares Inc. is acquiring Marathon Bancorp, Inc.
What is the reported value of the acquisition?
The acquisition is valued at approximately $130 million.
When is the acquisition expected to be completed?
The acquisition is expected to close in the second quarter of 2025.
What conditions must be met for the acquisition to close?
The acquisition is subject to customary closing conditions and regulatory approvals.
Filing Stats: 838 words · 3 min read · ~3 pages · Grade level 12 · Accepted 2024-12-12 16:37:31
Filing Documents
- tm2430951d1_8k.htm (8-K) — 31KB
- tm2430951d1_ex2-1.htm (EX-2.1) — 182KB
- tm2430951d1_ex99-1.htm (EX-99.1) — 11KB
- 0001104659-24-128042.txt ( ) — 431KB
- na-20241210.xsd (EX-101.SCH) — 3KB
- na-20241210_lab.xml (EX-101.LAB) — 33KB
- na-20241210_pre.xml (EX-101.PRE) — 22KB
- tm2430951d1_8k_htm.xml (XML) — 3KB
01. Other Events
Item 8.01. Other Events . On December 10, 2024, the board of directors of Marathon MHC (the "MHC"), the parent mutual holding company of Marathon Bancorp, Inc. (the "Company"), adopted a Plan of Conversion and Reorganization (the "Plan") pursuant to which the MHC will undertake a "second-step" conversion and Marathon Bank, the Company's wholly owned subsidiary, will reorganize from the two-tier mutual holding company structure to the fully-public stock holding company structure. Following the conversion and reorganization, the MHC, which currently owns approximately 57.4% of the Company's outstanding shares of common stock, will cease to exist, and the Company will continue to be the stock holding company of Marathon Bank. Pursuant to the Plan, (i) the shares of the Company's common stock held by persons other than the MHC (the shares held by the MHC will be canceled) will be exchanged for new shares of the Company's common stock based on an exchange ratio designed to preserve the percentage ownership interests of such persons (excluding shares of Company common stock purchased in the stock offering described below and cash received in lieu of issuance of fractional shares of Company common stock, and as adjusted to reflect certain assets held by the MHC), and (ii) the Company will offer and sell shares of common stock, representing the ownership interest of the MHC in the Company, in a subscription offering and, if necessary, in a community offering and a syndicated community offering. The Plan establishes September 30, 2023 as the eligibility record date for determining the eligible account holders of Marathon Bank entitled to receive first priority non-transferable subscription rights to subscribe for shares of Company common stock in the subscription offering. The number and price of shares of Company common stock to be sold in the offering and the exchange ratio will be based on the Company's pro forma market value on a fully converted basis, as determined b
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit 2.1 Plan of Conversion and Reorganization of Marathon MHC 99.1 Press Release Dated December 12, 2024 104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)
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. Marathon Bancorp, Inc. DATE: December 12, 2024 By: /s/ Nicholas W. Zillges Nicholas W. Zillges President and Chief Executive Officer