8-K
filed December 1, 2022, 6:59 PM ET
CIK 0000836147
M&A
confidence high
sentiment positive
materiality 0.80
MIDDLEFIELD BANC CORP: M&A transaction — Middlefield Banc Corp. closes Liberty Bancshares merger, expands to 22 branches
MIDDLEFIELD BANC CORP
- Liberty shareholders received 2.752 shares of Middlefield common per share; no fractional shares.
- Ronald L. Zimmerly Jr. appointed President of Middlefield Banc and its bank; formerly CEO of Liberty.
- Three new directors appointed: Zimmerly, Mark Watkins, and Spencer Cohn of Castle Creek Capital.
- Combined company has over $1.7B assets and 22 branches across 12 Ohio counties.
- CEO Heslop receives $150K discretionary bonus for merger; CFO Stacy receives $100K bonus.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
James R. Heslop, II changed role as Chief Executive Officer at MIDDLEFIELD BANC CORP.
- Action
- changed
- Role
- Chief Executive Officer
Exact text from the filing
the title of James R. Heslop, II changed from President and Chief Executive Officer of the Company and Middlefield Bank to Chief Executive Officer of those entities
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ronald L. Zimmerly, Jr. was appointed as President at MIDDLEFIELD BANC CORP.
- Action
- appointed
- Role
- President
Exact text from the filing
Ronald L. Zimmerly, Jr. was appointed as President of the Company and Middlefield Bank.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
MIDDLEFIELD BANC CORP: Amended the code of regulations to create the Chief Executive Officer position as a separate position from President, and revised the description of the President's duties (effective 2022-11-08).
- Change
- bylaw amendment
- Effective
- 2022-11-08
Exact text from the filing
The Code was amended to create the Chief Executive Officer position as a separate position so that the position of Chief Executive Officer and the position of President can be held by different individuals. The Code amendment also revised the description of the duties of the Company’s President.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
MIDDLEFIELD BANC CORP completed an acquisition involving Liberty Bancshares, Inc. (closed 2022-12-01).
- Action
- acquisition
- Counterparty
- Liberty Bancshares, Inc.
- Closing
- 2022-12-01
Exact text from the filing
On December 1, 2022, Middlefield Banc Corp. (the “Company”) completed its previously announced merger with Liberty Bancshares, Inc. (“Liberty”), pursuant to the Agreement and Plan of Merger, dated as of May 26, 2022, by and among the Company, MBCN Merger Subsidiary, LLC, a wholly owned subsidiary of the Company (“Merger Sub”) and Liberty (the “Merger Agreement”).
View on SEC.gov
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