8-K
filed July 3, 2023, 7:59 PM ET
CIK 0000855874
M&A
confidence high
sentiment neutral
materiality 0.75
COMMUNITY FINANCIAL CORP /MD/: M&A transaction — TCFC completes merger of equals with Shore Bancshares; combined company has ~$6B in assets
COMMUNITY FINANCIAL CORP /MD/
- Each TCFC share converted into 2.3287 SHBI shares; former TCFC shareholders own ~40% of combined company.
- Combined company has $6.0B assets, $4.5B loans, $5.1B deposits; operates across MD, VA, DE.
- TCFC stock delisted from Nasdaq as of July 3, 2023.
- Combined board of 20 directors includes 8 former TCFC directors.
- Systems integration expected in Q3 2023; branches will operate under Shore United brand.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Louis P. Jenkins, Jr. departed as Director at COMMUNITY FINANCIAL CORP /MD/.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of TCFC’s directors and executive officers ceased serving in such capacities
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Michael B. Adams departed as Director at COMMUNITY FINANCIAL CORP /MD/.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of TCFC’s directors and executive officers ceased serving in such capacities
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Joseph V. Stone, Jr. departed as Director at COMMUNITY FINANCIAL CORP /MD/.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of TCFC’s directors and executive officers ceased serving in such capacities
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Rebecca M. McDonald departed as Director at COMMUNITY FINANCIAL CORP /MD/.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of TCFC’s directors and executive officers ceased serving in such capacities
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
James M. Burke departed as Director at COMMUNITY FINANCIAL CORP /MD/.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of TCFC’s directors and executive officers ceased serving in such capacities
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Mary Todd Peterson departed as Director at COMMUNITY FINANCIAL CORP /MD/.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of TCFC’s directors and executive officers ceased serving in such capacities
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
E. Lawrence Sanders, III departed as Director at COMMUNITY FINANCIAL CORP /MD/.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of TCFC’s directors and executive officers ceased serving in such capacities
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Austin J. Slater, Jr. departed as Director at COMMUNITY FINANCIAL CORP /MD/.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of TCFC’s directors and executive officers ceased serving in such capacities
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
COMMUNITY FINANCIAL CORP /MD/: SHBI amended its articles of incorporation to increase authorized shares from 35,000,000 to 50,000,000 (effective 2023-07-01).
- Change
- charter amendment
- Effective
- 2023-07-01
Exact text from the filing
SHBI filed Articles of Amendment with the Maryland State Department of Assessments and Taxation for the purposes of amending its Amended and Restated Articles of Incorporation to increase the number of authorized shares of SHBI Common Stock from 35,000,000 to 50,000,000 (the “ Articles of Amendment ”). The Articles of Amendment became effective on July 1, 2023, immediately prior to the Effective Time.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
COMMUNITY FINANCIAL CORP /MD/: SHBI amended its bylaws to provide for the position of Vice Chairman of the SHBI Board and set forth the duties and responsibilities.
- Change
- bylaw amendment
Exact text from the filing
Effective immediately prior to the Effective Time, SHBI’s Amended and Restated By-Laws were amended to provide for the position of Vice Chairman of the SHBI Board and set forth the duties and responsibilities of the Vice Chairman of the SHBI Board.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
COMMUNITY FINANCIAL CORP /MD/: TCFC's articles of incorporation and bylaws ceased to be in effect by operation of law due to the merger.
- Change
- bylaw amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Amended and Restated Articles of Incorporation of TCFC and the Amended and Restated Bylaws of TCFC ceased to be in effect by operation of law.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
COMMUNITY FINANCIAL CORP /MD/ underwent a change of control involving Shore Bancshares, Inc. for 2.3287 shares of SHBI common stock (closed 2023-07-01).
- Action
- change of control
- Counterparty
- Shore Bancshares, Inc.
- Consideration
- 2.3287 shares of SHBI common stock
- Closing
- 2023-07-01
Exact text from the filing
the Merger Agreement, each share of TCFC common stock, par value $0.01 per share (“ TCFC Common Stock ”), outstanding immediately prior to the Effective Time was converted into 2.3287 shares (the “ Exchange Ratio ”) of SHBI common stock, par value $0.01 per share (“ SHBI Common Stock ”), with an amount in cash, without interest, to be paid in lieu of fractional
View on SEC.gov
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