SB Financial to Acquire Peoples Bank for $100M

TL;DR

SB Financial buying Peoples Bank for $100M cash/stock, closing Q1 2025.

AI Summary

SB Financial Group, Inc. announced on August 14, 2024, that it has entered into a definitive agreement to acquire The Peoples Bank Company for approximately $100 million in cash and stock. The transaction is expected to close in the first quarter of 2025, subject to customary closing conditions and regulatory approvals.

Why It Matters

This acquisition will expand SB Financial Group's presence and market share in Ohio, potentially leading to increased revenue and profitability through synergies and expanded customer base.

Risk Assessment

Risk Level: medium — The acquisition is subject to regulatory approvals and market conditions, which could impact the closing or terms of the deal.

Key Numbers

• $100 million — Acquisition Value (Total consideration for The Peoples Bank Company)
• Q1 2025 — Expected Closing (Anticipated timeframe for the acquisition to be finalized)

Key Players & Entities

• SB Financial Group, Inc. (company) — Registrant
• The Peoples Bank Company (company) — Acquisition Target
• $100 million (dollar_amount) — Acquisition price
• August 14, 2024 (date) — Date of agreement
• first quarter of 2025 (date) — Expected closing date

FAQ

Key Financial Figures

• $196.31 — Marblehead will be entitled to receive $196.31 in cash in exchange for each outstandin
• $5.0 million — on valued in aggregate at approximately $5.0 million. The Merger is subject to customary cl

Filing Documents

• ea0211459-8k_sbfin.htm (8-K) — 37KB
• ea021145901ex99-1_sbfin.htm (EX-99.1) — 18KB
• ex99-1_001.jpg (GRAPHIC) — 3KB
• ex99-1_002.jpg (GRAPHIC) — 3KB
• 0001213900-24-069401.txt ( ) — 267KB
• sbfg-20240814.xsd (EX-101.SCH) — 3KB
• sbfg-20240814_def.xml (EX-101.DEF) — 26KB
• sbfg-20240814_lab.xml (EX-101.LAB) — 33KB
• sbfg-20240814_pre.xml (EX-101.PRE) — 22KB
• ea0211459-8k_sbfin_htm.xml (XML) — 3KB

01. Regulation FD Disclosure

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.

01. Other Events

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 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 i

Forward-Looking Statements

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

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Press Release dated August 14, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

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. SB FINANCIAL GROUP, INC. August 15, 2024 By: /s/ Anthony V. Cosentino Anthony V. Cosentino Chief Financial Officer 3

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View this 8-K filing on SEC EDGAR