8-K
filed March 21, 2024, 7:59 PM ET
ticker BCTF
CIK 0001668340
M&A
confidence high
sentiment positive
materiality 0.85
Bancorp 34, Inc. (BCTF): M&A transaction — Bancorp 34 closes CBOA merger, creating $1B asset bank; Webster named President
Bancorp 34, Inc.
- Bancorp 34 issued ~2.74M shares valued at $24.5M to CBOA shareholders at 0.2628 exchange ratio.
- Commerce Bank contributed $433M assets, $325M loans, $340M deposits as of Dec 31, 2023.
- Pro forma combined assets ~$1B, loans ~$782M, deposits ~$819M; new name Southwest Heritage Bank from Mar 25.
- Three CBOA directors (Decker, Assenmacher, Webster) elected to Board; Burt, Cook, Van Winkle resigned.
- Chris Webster appointed President with 2-year term, $275K base salary, and up to 40% bonus.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Decker was elected as Director at Bancorp 34, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
The Board elected each of Robert Decker, Bill Assenmacher and Chris Webster to serve as members of the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Wortham (Pete) Cook resigned as Director at Bancorp 34, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
William F. Burt, Wortham (Pete) Cook and Don Van Winkle each resigned from the Board of Directors of Bancorp 34
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Chris Webster was elected as Director at Bancorp 34, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
The Board elected each of Robert Decker, Bill Assenmacher and Chris Webster to serve as members of the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Chris Webster was appointed as President at Bancorp 34, Inc..
- Action
- appointed
- Role
- President
Exact text from the filing
Mr. Chris Webster was appointed as the President of Bancorp 34.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Don Van Winkle resigned as Director at Bancorp 34, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
William F. Burt, Wortham (Pete) Cook and Don Van Winkle each resigned from the Board of Directors of Bancorp 34
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William F. Burt resigned as Director at Bancorp 34, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
William F. Burt, Wortham (Pete) Cook and Don Van Winkle each resigned from the Board of Directors of Bancorp 34
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bill Assenmacher was elected as Director at Bancorp 34, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
The Board elected each of Robert Decker, Bill Assenmacher and Chris Webster to serve as members of the Board.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
Bancorp 34, Inc. completed an acquisition involving CBOA Financial, Inc. for each CBOA shareholder has the right to receive 0.2628 shares of Bancorp 34 common stock, for each share of CBOA common stock owned by the shareholder, with cash (closed 2024-03-19).
- Action
- acquisition
- Counterparty
- CBOA Financial, Inc.
- Consideration
- each CBOA shareholder has the right to receive 0.2628 shares of Bancorp 34 common stock, for each share of CBOA common stock owned by the shareholder, with cash
- Closing
- 2024-03-19
Exact text from the filing
On March 19, 2024, Bancorp 34, Inc (“ Bancorp 34 ”) completed its previously announced merger with CBOA Financial, Inc. ( CBOA ”) pursuant to the Agreement and Plan of Merger, dated as of April 27, 2023, as amended (the “ Merger Agreement ”). Under the Merger Agreement, CBOA was merged with and into Bancorp 34, with Bancorp 34 continuing as the surviving entity (the “ Merger ”). Immediately following the completion of the Merger, CBOAs wholly-owned subsidiary, Commerce Bank of Arizona, an Arizona state-chartered bank, was merged with and into Bancorp 34’s wholly-owned subsidiary, Bank 34, a federally chartered stock covered savings association (the “ Bank ”), with the Bank continuing as the surviving bank. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each CBOA shareholder has the right to receive 0.2628 shares of Bancorp 34 common stock, for each share of CBOA common stock owned by the shareholder, with cash to be paid in lieu of fractional shares
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Bancorp 34, Inc. shareholders approved Adoption of Merger Agreement under which CBOA will merge with and into Bancorp 34 with Bancorp 34 as the surviving corporation in the merger at the 2024-03-18 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2024-03-18
Exact text from the filing
Proposal 1 – Merger Proposal Bancorp 34’s stockholders adopted the Merger Agreement under which CBOA will merge with and into Bancorp 34 with Bancorp 34 as the surviving corporation in the merger.
View on SEC.gov
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