SUBSEQUENT EVENT - AGREEMENT AND PLAN OF MERGER	9 Months Ended
Sep. 30, 2022
SUBSEQUENT EVENT - AGREEMENT AND PLAN OF MERGER
SUBSEQUENT EVENT - AGREEMENT AND PLAN OF MERGER	17. SUBSEQUENT EVENT – AGREEMENT AND PLAN OF MERGER On October 26, 2022, the Company, RB&T, and CBank entered into the CBank Agreement. Upon completion of the transaction, CBank will be merged with and into RB&T, with RB&T as the survivor of the merger. CBank is headquartered in Cincinnati, Ohio. Under the terms of the CBank Agreement, the Company will acquire all of CBank’s outstanding common stock in an all-cash direct merger of CBank with RB&T, resulting in a total cash payment of approximately $51 million to CBank’s existing shareholders. Republic expects to fund the cash payment through existing resources on-hand at RB&T. The completion of the transaction is subject to customary closing conditions, including regulatory approval and approval by CBank’s shareholders. The CBank Agreement also contains reciprocal termination provisions in the event the transaction does not receive the required regulatory approvals within six months of the effective date of the CBank Agreement or if certain minimum capital levels are not maintained by CBank as of the closing date. The CBank Agreement was unanimously approved by the Republic, RB&T and CBank boards of directors on October 25, 2022. In connection with entering into the CBank Agreement, Republic entered into customary support agreements with the members of CBank’s board of directors and other shareholders in their capacities as shareholders of CBank (the “CBank Support Agreements”). Subject to the terms and conditions, and non-termination, of the CBank Support Agreements, each such shareholder agreed, among other things, to vote his or her respective shares of CBank Common Stock in favor of the approval of the CBank Agreement and the transaction contemplated thereby, and against alternative acquisition proposals. The CBank Support Agreements do not prevent the shareholders, in their capacity as directors, from exercising their fiduciary obligations in connection with alternative acquisition proposals. The CBank Agreement provides certain termination rights for both Republic and CBank and further provides that a termination fee of $2,040,000 will be payable by CBank to Republic upon termination of the CBank Agreement under certain circumstances, including CBank’s termination of the CBank Agreement to accept a Superior Proposal (as defined in the CBank Agreement). As of September 30, 2022, CBank had approximately $271 million in assets, consisting of approximately $214 million in gross loans, no other real estate owned, approximately $17 million of marketable securities, approximately $35 million in cash and cash equivalents and approximately $8 million in other assets. As of September 30, 2022, CBank had approximately $242 million of liabilities, including approximately $240 million in customer deposits and $1 million in FHLB advances.

SUBSEQUENT EVENT - AGREEMENT AND PLAN OF MERGER

9 Months Ended

Sep. 30, 2022

SUBSEQUENT EVENT - AGREEMENT AND PLAN OF MERGER

SUBSEQUENT EVENT - AGREEMENT AND PLAN OF MERGER

17. SUBSEQUENT EVENT – AGREEMENT AND PLAN OF MERGER

On October 26, 2022, the Company, RB&T, and CBank entered into the CBank Agreement. Upon completion of the transaction, CBank will be merged with and into RB&T, with RB&T as the survivor of the merger. CBank is headquartered in Cincinnati, Ohio.

Under the terms of the CBank Agreement, the Company will acquire all of CBank’s outstanding common stock in an all-cash direct merger of CBank with RB&T, resulting in a total cash payment of approximately $51 million to CBank’s existing shareholders. Republic expects to fund the cash payment through existing resources on-hand at RB&T. The completion of the transaction is subject to customary closing conditions, including regulatory approval and approval by CBank’s shareholders. The CBank Agreement also contains reciprocal termination provisions in the event the transaction does not receive the required regulatory approvals within six months of the effective date of the CBank Agreement or if certain minimum capital levels are not maintained by CBank as of the closing date.

The CBank Agreement was unanimously approved by the Republic, RB&T and CBank boards of directors on October 25, 2022. In connection with entering into the CBank Agreement, Republic entered into customary support agreements with the members of CBank’s board of directors and other shareholders in their capacities as shareholders of CBank (the “CBank Support Agreements”). Subject to the terms and conditions, and non-termination, of the CBank Support Agreements, each such shareholder agreed, among other things, to vote his or her respective shares of CBank Common Stock in favor of the approval of the CBank Agreement and the transaction contemplated thereby, and against alternative acquisition proposals. The CBank Support Agreements do not prevent the shareholders, in their capacity as directors, from exercising their fiduciary obligations in connection with alternative acquisition proposals. The CBank Agreement provides certain termination rights for both Republic and CBank and further provides that a termination fee of $2,040,000 will be payable by CBank to Republic upon termination of the CBank Agreement under certain circumstances, including CBank’s termination of the CBank Agreement to accept a Superior Proposal (as defined in the CBank Agreement).

As of September 30, 2022, CBank had approximately $271 million in assets, consisting of approximately $214 million in gross loans, no other real estate owned, approximately $17 million of marketable securities, approximately $35 million in cash and cash equivalents and approximately $8 million in other assets. As of September 30, 2022, CBank had approximately $242 million of liabilities, including approximately $240 million in customer deposits and $1 million in FHLB advances.