UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement
On May 9, 2024, LINKBANK, the banking subsidiary of LINKBANCORP, Inc. (the “Company”) entered into a purchase and assumption agreement (the “Agreement”) with American Heritage Federal Credit Union (“AHFCU”) pursuant to which AHFCU will purchase certain assets and assume certain liabilities (the “Transaction”) of the New Jersey operations of LINKBANK, including all three branch locations (including two branch leases).
Under the Agreement, AHFCU will acquire approximately $123.0 million in loans, three branch locations (along with associated personal property and fixtures) and will assume approximately $105.0 million in deposits. The total deposit premium to be paid by AHFCU equates to approximately 7.0% of all deposits assumed at closing. With respect to the acquired loans, AHFCU will pay an amount equal to the principal balances plus any accrued but unpaid interest and late charges on the loans measured as of the closing date. AHFCU will pay book value for fixed assets, real estate and any other assets located at the owned branch.
LINKBANK and AHFCU made customary representations, warranties, and covenants in the Agreement. LINKBANK and AHFCU also agreed to indemnify each other (subject to customary limitations) with respect to the Transaction.
The Transaction is expected to close in the second half of 2024 and is subject to receipt of regulatory approvals and certain other customary closing conditions.
The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2024.
Item 7.01 Regulation FD Disclosure
On May 9, 2024, the Company issued a press release announcing the Transaction. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Attached as Exhibit 99.2 are presentation materials, which the management of the Company and LINKBANK intends to use during discussions regarding the Transaction with investors, analysts, and other interested parties.
The information in this Item 7.01 and Exhibits 99.1 and 99.2 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth in such filing.
Item 9.01 Financial Statements and Exhibits.
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No financial statements of businesses acquired are required. |
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No pro forma financial information is required. |
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Not applicable |
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Exhibits. |
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99.1 Press Release dated May 9, 2024 |
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99.2 Presentation Materials |
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104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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LINKBANCORP, INC. |
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Date: |
May 9, 2024 |
By: |
/s/ Carl D. Lundblad |
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Carl D. Lundblad |