Item 2.01Other Events.
On November 30, 2021, Mid Penn Bancorp, Inc. ("Mid Penn"), the holding company
for Mid Penn Bank, completed its acquisition of Riverview Financial Corporation
("Riverview"), the holding company for Riverview Bank, through the merger of
Riverview with and into Mid Penn (the "Merger"). The Merger was completed in
accordance with the terms and conditions of the Agreement and Plan of Merger
dated June 30, 2021 between Mid Penn and Riverview (the "Merger Agreement"), and
the first amendment thereto dated August 26, 2021 (the "First Amendment"). A
copy of the press release announcing completion of the Merger is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Pursuant to the terms of the Merger Agreement, each share of Riverview common
stock issued and outstanding as of November 30, 2021 was converted into the
right to receive 0.4833 shares of Mid Penn common stock. Cash will be paid to
Riverview shareholders in lieu of any fractional shares. As a result of the
Merger, Mid Penn issued approximately 4,520,279 shares of Mid Penn common
stock.
In connection with the Merger, the parties have caused Riverview Bank to merge
with and into Mid Penn Bank, with Mid Penn Bank as the surviving institution.
The foregoing summary of the Merger Agreement is not complete and is qualified
in its entirety by reference to the full text of the Merger Agreement and the
First Amendment thereto, which were attached as Exhibits 2.1 to Mid Penn's
Current Reports on Form 8-K filed with the Securities and Exchange Commission
(the "SEC") on June 30, 2021 and August 27, 2021, respectively, and are
incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
In connection with the Merger, effective November 30, 2021, the Mid Penn assumed
Riverview's obligations as required by the indentures and certain related
agreements with respect to Riverview's outstanding trust preferred securities
(the "Trust Preferred Securities"), in an aggregate principal amount of $9.279
million, as well as $25.0 million in aggregate principal amount of 5.75%
fixed-to-floating rate subordinated notes due 2030 that were issued by Riverview
on October 6, 2020.
The supplemental indentures pursuant to which Mid Penn assumed the Trust
Preferred Securities, as well as the original indentures pursuant to which the
Trust Preferred Securities were issued, have not been filed herewith pursuant to
Item 601(b)(4)(v) of Regulation S-K under the Securities Act. Mid Penn agrees
to furnish a copy of such indentures to the Commission upon request.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective November 30, 2021, and in accordance with the Merger Agreement,
Maureen G. Gathagan and Howard R. Greenawalt have been appointed to serve as
directors of Mid Penn. Mrs. Gathagan and Mr. Greenawalt were formerly directors
of Riverview and Riverview Bank, and each is independent as determined in
accordance with The Nasdaq Stock Market LLC's corporate governance listing
standards.
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Set forth below are the names, ages and certain other biographical information
with regard to the new directors, as well as the class to which each has been
appointed.
Maureen G. Gathagan, 47, Owner of Gathagan Investment Co., LP
(Class B - Term Expiring 2024)
Mrs. Gathagan is a veteran business professional with more than 20 years of
diverse management experience in various industries, including pharmacy, retail
grocery store and fast food. She earned a Bachelor of Arts degree in Applied
Psychology from Indiana University of Pennsylvania and a Master of Science
degree in Industrial & Organization Psychology from the University of Baltimore.
Mrs. Gathagan's qualifications include her active involvement and participation
in numerous local non-profit and charitable organizations and her position as a
Board member of Clearfield Educational Foundation.
Howard R. Greenawalt, 68, Retired CPA
(Class A - Term Expiring 2023)
Mr. Greenawalt is a certified public accountant and a former owner and officer
of Greenawalt & Company, P.C., a public accounting firm located in Mechanicsburg
and Carlisle, Pennsylvania. He retired as an officer and owner of the firm on
January 1, 2012 but continued as an employee of the firm until his retirement on
December 31, 2018. He attended the University of North Carolina, Chapel Hill and
received a Bachelor of Science degree in accounting from Elizabethtown College.
He was a Certified Business Manager, a Certified Financial Services Auditor and
a Chartered Bank Auditor prior to his retirement. Mr. Greenawalt has extensive
audit, accounting and tax experience, and brings broad financial proficiency and
leadership skills as a managing officer of a local company.
As of the date of this filing, committee appointments have not yet been
finalized.
In accordance with Mid Penn's outside director fee schedule for 2021, Mrs.
Gathagan and Mr. Greenawalt will each be entitled to receive an annual retainer
in the amount of $50,000 for their service as a director.
Additionally, and subject to applicable eligibility requirements, the new
directors are eligible to participate in Mid Penn's Restricted Stock Plan,
Director Deferred Fee Plan and Director Retirement Plan, the terms of which are
described under the heading "Compensation of the Board" and "Compensation
Discussion and Analysis - Restricted Stock Plan" beginning on pages 15 and 21,
respectively, of Mid Penn's Definitive Proxy Statement on Schedule 14A filed
with the SEC on March 25, 2021. That summary is incorporated herein by
reference. Directors may also participate in Mid Penn's Director Stock Purchase
Plan, the terms of which are described in Mid Penn's Current Report on Form 8-K,
filed with the SEC on May 31, 2017, and incorporated herein by reference.
Item 8.01Other Events.
Effective November 30, 2021, and in accordance with the Merger Agreement, Paula
M. Cherry, Albert J. Evans and Joseph D. Kerwin have been appointed to serve as
directors of Mid Penn Bank. Each of these individuals was formerly a director of
Riverview and Riverview Bank.
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Item 9.01Financial Statements and Exhibits.
(a)Financial Statements of Business Acquired.
The financial information required by this Item 9.01(a) of Form 8-K will be
filed by an amendment to this Current Report on Form 8-K no later than 71
calendar days after the date on which this Current Report on Form 8-K was
required to be filed.
(b)Pro Form Financial Information.
The financial information required by this Item 9.01(b) of Form 8-K will be
filed by an amendment to this Current Report on Form 8-K no later than 71
calendar days after the date on which this Current Report on Form 8-K was
required to be filed.
(d)Exhibits
Exhibit No.
2.1 Agreement and Plan of Merger, dated as of June 30, 2021, by and
between Riverview Financial Corporation and Mid Penn Bancorp, Inc.
(Incorporated by reference to Exhibit 2.1 to Registrant's Current
Report on Form 8-K (File No. 001-13677) filed with the SEC on June 30,
2021).
2.2 First Amendment to Agreement and Plan of Merger by and between
Riverview Financial Corporation and Mid Penn Bancorp, Inc. dated
August 26, 2021 (Incorporated by reference to Exhibit 2.1 to
Registrant's Current Report on Form 8-K (File No. 001-13677) filed
with the SEC on August 27, 2021).
99.1 Press Release issued December 1, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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