8-K
filed May 1, 2023, 7:59 PM ET
CIK 0001358356
M&A
confidence high
sentiment neutral
materiality 0.75
LIMESTONE BANCORP, INC.: M&A transaction — Limestone Bancorp acquired by Peoples Bancorp in all-stock merger; stock delisted
LIMESTONE BANCORP, INC.
- Merger completed April 30, 2023; shareholders received 0.90 PEBO shares per Limestone share.
- Limestone common stock delisted from Nasdaq; company to file Form 15 to deregister with SEC.
- Directors and executive officers of Limestone ceased; PEBO and Peoples Bank leadership remains.
- Glenn Hogan to join PEBO board; executive officers Taylor, Barnhouse, Davis, Seiler receive severance.
- Limestone's articles and bylaws replaced by PEBO's governing documents.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Glenn Hogan departed as Chairman of the Board at LIMESTONE BANCORP, INC..
- Action
- ceased serving
- Role
- Chairman of the Board
Exact text from the filing
each of the directors and executive officers of the Company and the Bank ceased serving as a director or executive officer on April 30, 2023
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Phil Barnhouse departed as other_named_officer at LIMESTONE BANCORP, INC..
- Action
- ceased serving
Exact text from the filing
each of the directors and executive officers of the Company and the Bank ceased serving as a director or executive officer on April 30, 2023
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Taylor departed as other_named_officer at LIMESTONE BANCORP, INC..
- Action
- ceased serving
Exact text from the filing
each of the directors and executive officers of the Company and the Bank ceased serving as a director or executive officer on April 30, 2023
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Davis departed as other_named_officer at LIMESTONE BANCORP, INC..
- Action
- ceased serving
Exact text from the filing
each of the directors and executive officers of the Company and the Bank ceased serving as a director or executive officer on April 30, 2023
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.7
LIMESTONE BANCORP, INC.: Due to the holding company merger, the company ceased to exist, its articles of incorporation and bylaws ceased to be in effect, and PEBO's articles and regulations remained as the surviving corporation.
- Change
- fiscal year change
Exact text from the filing
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth above under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.03. At the effective time of the Holding Company Merger, the Company ceased to exist and PEBO continued as the surviving corporation. The Articles of Incorporation of PEBO and the Regulations of PEBO, as amended and in effect immediately prior to the effective time of the Holding Company Merger, remained, as amended, the Articles of Incorporation and Regulations of PEBO as the surviving corporation in the Holding Company Merger. Consequently, the articles of incorporation and bylaws of the Company ceased to be in effect upon completion of the Holding Company merger.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
LIMESTONE BANCORP, INC. underwent a change of control involving Peoples Bancorp Inc. for 0.90 shares of common stock of PEBO for each share of Company Common Stock (closed 2023-04-30).
- Action
- change of control
- Counterparty
- Peoples Bancorp Inc.
- Consideration
- 0.90 shares of common stock of PEBO for each share of Company Common Stock
- Closing
- 2023-04-30
Exact text from the filing
(collectively, the “ Company Common Stock ”) were converted into the right to receive shares of common stock of PEBO. The exchange ratio in the Holding Company Merger was 0.90 shares of common stock of PEBO for each share of Company Common Stock (the “ Merger Consideration ”). Each shareholder of the Company who would otherwise be entitled to receive a
View on SEC.gov
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