secwatch / observer
8-K filed December 1, 2023, 6:59 PM ET CIK 0000832090
M&A confidence high sentiment neutral materiality 0.90

PARTNERS BANCORP: M&A transaction — Partners Bancorp completes merger with LINKBANCORP; shares converted at 1.150:1 ratio

PARTNERS BANCORP

item 2.01item 3.01item 3.03item 5.01item 5.02item 5.03item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Kenneth R. Lehman

Director
PARTNERS BANCORP
Effective
2023-11-30
Filed
December 1, 2023, 6:59 PM ET
each of Partners’ ten (10) directors resigned from the board of directors of Partners
Departed

David Doane

Director
PARTNERS BANCORP
Effective
2023-11-30
Filed
December 1, 2023, 6:59 PM ET
each of Partners’ ten (10) directors resigned from the board of directors of Partners
Appointed

Jeffrey F. Turner

Vice Chairman
PARTNERS BANCORP
Effective
2023-11-30
Filed
December 1, 2023, 6:59 PM ET
Mr. Turner, the Chairman of the Board of Partners prior to the Effective Time, was appointed Vice Chairman of LINK.
Departed

Jeffrey F. Turner

Director
PARTNERS BANCORP
Effective
2023-11-30
Filed
December 1, 2023, 6:59 PM ET
each of Partners’ ten (10) directors resigned from the board of directors of Partners
Departed

Robert C. Wheatley

Director
PARTNERS BANCORP
Effective
2023-11-30
Filed
December 1, 2023, 6:59 PM ET
each of Partners’ ten (10) directors resigned from the board of directors of Partners
Appointed

John W. Breda

Director
PARTNERS BANCORP
Effective
2023-11-30
Filed
December 1, 2023, 6:59 PM ET
Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
Departed

Mona D. Albertine

Director
PARTNERS BANCORP
Effective
2023-11-30
Filed
December 1, 2023, 6:59 PM ET
each of Partners’ ten (10) directors resigned from the board of directors of Partners
Departed

Michael W. Clark

Director
PARTNERS BANCORP
Effective
2023-11-30
Filed
December 1, 2023, 6:59 PM ET
each of Partners’ ten (10) directors resigned from the board of directors of Partners
Departed

George P. Snead

Director
PARTNERS BANCORP
Effective
2023-11-30
Filed
December 1, 2023, 6:59 PM ET
each of Partners’ ten (10) directors resigned from the board of directors of Partners
Appointed

Michael W. Clark

Director
PARTNERS BANCORP
Effective
2023-11-30
Filed
December 1, 2023, 6:59 PM ET
Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
Departed

Lloyd B. Harrison, III

Director
PARTNERS BANCORP
Effective
2023-11-30
Filed
December 1, 2023, 6:59 PM ET
each of Partners’ ten (10) directors resigned from the board of directors of Partners
Appointed

George P. Snead

Director
PARTNERS BANCORP
Effective
2023-11-30
Filed
December 1, 2023, 6:59 PM ET
Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
Departed

James A. Tamburro

Director
PARTNERS BANCORP
Effective
2023-11-30
Filed
December 1, 2023, 6:59 PM ET
each of Partners’ ten (10) directors resigned from the board of directors of Partners
Appointed

Lloyd B. Harrison, III

Director
PARTNERS BANCORP
Effective
2023-11-30
Filed
December 1, 2023, 6:59 PM ET
Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
Appointed

James A. Tamburro

Director
PARTNERS BANCORP
Effective
2023-11-30
Filed
December 1, 2023, 6:59 PM ET
Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
Appointed

Jeffrey F. Turner

Director
PARTNERS BANCORP
Effective
2023-11-30
Filed
December 1, 2023, 6:59 PM ET
Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
Appointed

Robert C. Wheatley

Director
PARTNERS BANCORP
Effective
2023-11-30
Filed
December 1, 2023, 6:59 PM ET
Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
Departed

John W. Breda

Director
PARTNERS BANCORP
Effective
2023-11-30
Filed
December 1, 2023, 6:59 PM ET
each of Partners’ ten (10) directors resigned from the board of directors of Partners
Appointed

Kenneth R. Lehman

Director
PARTNERS BANCORP
Effective
2023-11-30
Filed
December 1, 2023, 6:59 PM ET
Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
Appointed

David Doane

Director
PARTNERS BANCORP
Effective
2023-11-30
Filed
December 1, 2023, 6:59 PM ET
Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
Appointed

Mona D. Albertine

Director
PARTNERS BANCORP
Effective
2023-11-30
Filed
December 1, 2023, 6:59 PM ET
Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 1.0

Kenneth R. Lehman resigned as Director at PARTNERS BANCORP.

Action
resigned
Role
Director
Exact text from the filing
each of Partners’ ten (10) directors resigned from the board of directors of Partners
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

David Doane resigned as Director at PARTNERS BANCORP.

Action
resigned
Role
Director
Exact text from the filing
each of Partners’ ten (10) directors resigned from the board of directors of Partners
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Jeffrey F. Turner was appointed as Vice Chairman at PARTNERS BANCORP.

Action
appointed
Role
Vice Chairman
Exact text from the filing
Mr. Turner, the Chairman of the Board of Partners prior to the Effective Time, was appointed Vice Chairman of LINK.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Jeffrey F. Turner resigned as Director at PARTNERS BANCORP.

Action
resigned
Role
Director
Exact text from the filing
each of Partners’ ten (10) directors resigned from the board of directors of Partners
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Robert C. Wheatley resigned as Director at PARTNERS BANCORP.

Action
resigned
Role
Director
Exact text from the filing
each of Partners’ ten (10) directors resigned from the board of directors of Partners
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

John W. Breda was appointed as Director at PARTNERS BANCORP.

Action
appointed
Role
Director
Exact text from the filing
Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Mona D. Albertine resigned as Director at PARTNERS BANCORP.

Action
resigned
Role
Director
Exact text from the filing
each of Partners’ ten (10) directors resigned from the board of directors of Partners
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Michael W. Clark resigned as Director at PARTNERS BANCORP.

Action
resigned
Role
Director
Exact text from the filing
each of Partners’ ten (10) directors resigned from the board of directors of Partners
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

George P. Snead resigned as Director at PARTNERS BANCORP.

Action
resigned
Role
Director
Exact text from the filing
each of Partners’ ten (10) directors resigned from the board of directors of Partners
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Michael W. Clark was appointed as Director at PARTNERS BANCORP.

Action
appointed
Role
Director
Exact text from the filing
Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Lloyd B. Harrison, III resigned as Director at PARTNERS BANCORP.

Action
resigned
Role
Director
Exact text from the filing
each of Partners’ ten (10) directors resigned from the board of directors of Partners
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

George P. Snead was appointed as Director at PARTNERS BANCORP.

Action
appointed
Role
Director
Exact text from the filing
Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

James A. Tamburro resigned as Director at PARTNERS BANCORP.

Action
resigned
Role
Director
Exact text from the filing
each of Partners’ ten (10) directors resigned from the board of directors of Partners
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Lloyd B. Harrison, III was appointed as Director at PARTNERS BANCORP.

Action
appointed
Role
Director
Exact text from the filing
Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

James A. Tamburro was appointed as Director at PARTNERS BANCORP.

Action
appointed
Role
Director
Exact text from the filing
Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Jeffrey F. Turner was appointed as Director at PARTNERS BANCORP.

Action
appointed
Role
Director
Exact text from the filing
Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Robert C. Wheatley was appointed as Director at PARTNERS BANCORP.

Action
appointed
Role
Director
Exact text from the filing
Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

John W. Breda resigned as Director at PARTNERS BANCORP.

Action
resigned
Role
Director
Exact text from the filing
each of Partners’ ten (10) directors resigned from the board of directors of Partners
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Kenneth R. Lehman was appointed as Director at PARTNERS BANCORP.

Action
appointed
Role
Director
Exact text from the filing
Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

David Doane was appointed as Director at PARTNERS BANCORP.

Action
appointed
Role
Director
Exact text from the filing
Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Mona D. Albertine was appointed as Director at PARTNERS BANCORP.

Action
appointed
Role
Director
Exact text from the filing
Each of the following ten (10) former directors of Partners were appointed by the board of directors of LINK to serve as directors of LINK, in each case effective as of the Effective Time:
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

PARTNERS BANCORP: Partners ceased to exist upon merger; its articles and bylaws ceased to be in effect by operation of law.

Change
bylaw amendment
Exact text from the filing
As a result of the Merger, at the Effective Time, Partners ceased to exist and the Articles of Incorporation and the Bylaws of Partners 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

PARTNERS BANCORP underwent a change of control involving LINKBANCORP, Inc. for 1.150 shares of LINK Common Stock per share of Partners Common Stock (closed 2023-11-30).

Action
change of control
Counterparty
LINKBANCORP, Inc.
Consideration
1.150 shares of LINK Common Stock per share of Partners Common Stock
Closing
2023-11-30
Exact text from the filing
(“Partners Common Stock”) outstanding immediately prior to the Effective Time, other than certain shares held by Partners or LINK, was converted into the right to receive 1.150 shares (the “Exchange Ratio”) of common stock, par value $0.01 per share, of LINK (“LINK Common Stock” and such consideration, the “Merger Consideration”). Holders of Partners
View on SEC.gov

Browse all governance changes →

Source: SEC EDGAR
accession 0001104659-23-122644
view filing index on sec.gov
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