CB Financial Services agrees to sell insurance agency subsidiary for $30.5M cash

CB Financial Services, Inc.

Purchase price $30.5M cash plus earn-out for Exchange Underwriters (2022 revenue $6.0M).
Expected after-tax gain on sale of ~$16.4M.
Pro forma TCE/TA improves 114bps to 8.56%; tangible book value per share up 16.8% to $23.47.
President Richard Boyer to resign as director at closing; receives $600K settlement and vesting of equity awards.
Transaction expected to close in Q4 2023, subject to customary conditions.

item 1.01 item 5.02 item 8.01 item 9.01

Executive movements

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Departed

Richard B. Boyer

Director

CBFV · CB Financial Services, Inc.

Filed: December 1, 2023, 6:59 PM ET

Mr. Boyer will resign as a director of each of the Company, the Bank and Exchange Underwriters as of the closing date of the Transaction.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Richard B. Boyer resigned as Director at CB Financial Services, Inc..

Action: resigned
Role: Director

Exact text from the filing

Mr. Boyer will resign as a director of each of the Company, the Bank and Exchange Underwriters as of the closing date of the Transaction.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

CB Financial Services, Inc. entered into Asset Purchase Agreement with World Insurance Associates, LLC valued at $30.5 million cash purchase price plus possible additional earn-out payments (effective 2023-12-01).

Action: entry
Agreement: asset purchase
Counterparty: World Insurance Associates, LLC
Value: $30.5 million cash purchase price plus possible additional earn-out payments
Effective: 2023-12-01

Exact text from the filing

On December 1, 2023 , Community Bank (the “Bank”), the wholly owned subsidiary of CB Financial Services, Inc. (the “Company”), and Exchange Underwriters, Inc. (“Exchange Underwriters”), the full-service independent insurance agency subsidiary of the Bank, entered into an Asset Purchase Agreement (the “Purchase Agreement”) with World Insurance Associates, LLC (“World”) and John H. Montgomery, in his capacity as the Selling Parties’ Earn-out Payment Representative, pursuant to which Exchange Underwriters will sell substantially all of its assets to World for a purchase price of $30.5 million cash purchase price plus possible additional earn-out payments (the “Transaction”).

View on SEC.gov

629 material agreements filed in the last 30 days. Browse all material agreements →

CB Financial Services, Inc. filing history →

Source: SEC EDGAR

accession 0001605301-23-000045

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