River Financial Corporation (OTCPK:RVRF) executed the letter of intent to acquire Trinity Bancorp, Inc. on April 15, 2019. River Financial Corporation (OTCPK:RVRF) entered into a definitive agreement to acquire Trinity Bancorp, Inc. for $27.8 million on June 4, 2019. Pursuant to the agreement, each outstanding share of Trinity common stock issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive $3.5 in cash and 0.44627 shares of River Financial common stock. Pursuant to and simultaneously with entering into the agreement, River Financial’s wholly owned subsidiary bank, River Bank & Trust, and Trinity’s wholly owned subsidiary bank, Trinity Bank, entered into an agreement and plan of merger whereby River Financial. Trinity Bank locations in Dothan and Enterprise will operate as River Bank & Trust. Trinity will pay River Financial a termination fee equal to $0.81 million, if the transaction is terminated under certain circumstances. Upon closing, Trinity director Brian McLeod will join the River Financial board of directors and Trinity Bank director Robbin Thompson will join the River Bank & Trust board of directors and serve as the Wiregrass Region President. Trinity Bank team will join the River Bank & Trust family. Consummation of the merger is subject to various customary conditions, including approval of the merger agreement by shareholders of Trinity, the receipt of certain regulatory approvals, including by the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation (FDIC) and the Alabama State Banking Department (ASBD) and other appropriate Agencies, the Registration Statement shall have become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and be in effect and no proceedings for that purpose shall have been initiated by the SEC and not withdrawn, Trinity shall have received a written opinion from Jones Day, counsel to Trinity in form and substance reasonably acceptable to Trinity, to the effect that, the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect and shall be provided to River Financial and Trinity shall not have received a Superior Proposal. The merger is conditioned upon the receipt of all consents and approvals of third parties. In addition, each member of the Trinity board of directors that is a Trinity shareholder shall have delivered, in his or her capacity as a shareholder of Trinity, a support agreement and each member of the Trinity board of directors and the Trinity Bank board of directors, and each executive officer of Trinity and Trinity Bank, shall have delivered a claims letter, the number of shares as to which shareholders of Trinity have exercised and perfected their rights of dissent and appraisal does not exceed 5% of the outstanding shares of common stock of Trinity and River Financial shall have received from Sheshunoff & Co. prior to the approval by the River Financial board of directors a letter setting forth its opinion that the Merger Consideration to be paid under the terms of this Agreement is fair to the shareholders of River Financial from a financial point of view, and such opinion shall not have been withdrawn or materially modified as of the effective date. The agreement has been unanimously approved by the boards of directors of River Financial and Trinity. As of September 10, 2019, River Financial has received the approval of the FDIC and the ASBD and the Federal Reserve has granted a waiver of its prior approval requirement. Trinity Bancorp will hold its Annual Meeting of Shareholders to approve the transaction on October 17, 2019. The transaction is expected to close in the fourth quarter of 2019. Porter White Capital, LLC acted as fairness provider and financial advisor and Ralph F. MacDonald, III and Heith D. Rodman of Jones Day acted as legal advisor to Trinity. Sheshunoff & Co. LLC acted as fairness provider to River Financial. Michael D. Waters of Jones Walker LLP acted as legal advisor to River Financial. Porter White received a retainer fee of $0.01 million and received consideration in the amount of $0.025 million for the delivery of its fairness opinion. At the earlier of i) the time the merger is completed or ii) termination of the merger agreement, Trinity will pay Porter White a final advisory fee of $0.015 million, which is not contingent upon the completion of the merger.  River Financial Corporation (OTCPK:RVRF) completed the acquisition of Trinity Bancorp, Inc. on October 31, 2019. Under the term of the consideration, River Financial issued 779,034 shares of its common stock in the aggregate in the merger of transaction. Pursuant to the completion of the transaction, Trinity Bank, which had been a wholly owned subsidiary of Trinity, was merged with and into River Bank & Trust.