Mergers & Acquisitions

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Deal Overview

Buyer:
Mid Penn Bancorp, Inc.
Actual Acquirer:
Mid Penn Bank
Target:
Phoenix Bancorp, Inc.
Deal Type:
Bank & Thrift Company
Agreement Date:
8/27/2014
Announcement Date:
8/27/2014
Announced Deal Value ($ M):
14.53
Status:
Completed
Completion Date:
3/1/2015
Announced Deal Value Per Share ($ )
50.86

Consideration Breakout
Cash ($M) 2.9
Common Stock ($M) 11.3
Common Stock Issued 723,851

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 104.3 104.2
Price / Tangible Book (%) 109.7 110.1
Price / Earnings (x) 26.6 NM
Price / Deposits (%) 12.03 12.11
Price / Assets (%) 10.31 10.29
Tangible Book Premium/ Deposits (%) 1.22 1.28
Deal Terms
Description of Consideration

Mid Penn Bancorp Inc. paid $51.60 in cash or exchanged 3.167 shares of its common stock for each outstanding share of Phoenix Bancorp Inc. subject to 80% of the consideration being paid in stock. In addition, Mid Penn Bancorp Inc. also assumed Phoenix Bancorp Inc.'s Senior Non-Cumulative Perpetual Preferred Stock issued to the United States Treasury in connection with the Small Business Lending Fund with liquidation preference of $1,750,000. Target financials are for Miners Bank.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? Partial Overlap
Goodwill Generated ($ 000) 2,902
Estimated Cost Savings (%) 38.00
Estimated Cost Savings ($ 000) 2,052
Est. Restructuring Charges ($ 000) 1,504
Maximum Termination Fee ($ 000) 580
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 3.167000
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 578
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Keefe Bruyette & Woods Inc.
Seller Yes Griffin Financial Group LLC
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Stevens & Lee PC
Seller Yes Bybel Rutledge LLP