LNKB LINKBANCORP Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 09, 2024

 

 

LINKBANCORP, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Pennsylvania			001-41505	82-5130531
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
1250 Camp Hill Bypass, Suite 202
Camp Hill, Pennsylvania				17011
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 855 569-2265

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01		LNKB		The Nasdaq Stock Market LLC

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. ☐

 

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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.

(a)	No financial statements of businesses acquired are required.
(b)	No pro forma financial information is required.
(c)	Not applicable
(d)	Exhibits.
	99.1     Press Release dated May 9, 2024
	99.2     Presentation Materials
	104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

 

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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.

			LINKBANCORP, INC.
Date:	May 9, 2024	By:	/s/ Carl D. Lundblad
			Carl D. Lundblad President

 

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EX 99.1

 

FOR IMMEDIATE RELEASE

Contact:

Andrew Samuel

CEO

717.798.4230

asamuel@linkbank.com

 

 

LINKBANCORP, INC. Announces Sale of New Jersey Operations

CAMP HILL, Pa. – May 9, 2024 – LINKBANCORP, Inc. (NASDAQ: LNKB) (“LINK” or the Company), today announced that its wholly owned subsidiary, LINKBANK, entered into a definite purchase and assumption agreement under which American Heritage Federal Credit Union, based in Philadelphia, Pennsylvania, will acquire LINKBANK’s banking operations and 3 branches in New Jersey. The transaction includes approximately $105 million of deposits and $123 million in loans.

The 3 branches were previously part of the Liberty Bell Bank division of The Bank of Delmarva, which merged with LINBANK as part of the Company’s recent merger with Partners Bancorp.

Andrew Samuel, CEO, commented, “As we continue to execute on initiatives to achieve the operational efficiencies and revenue growth of the Partners combination, we believe this divestiture will enable us to re-allocate capital toward our core Pennsylvania markets and accelerate growth in the robust Northern Virginia and Maryland markets.”

The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in the second half of 2024.

Stephens Inc. served as financial adviser and Luse Gorman, PC provided legal counsel to LINK. Olden Lane Securities, LLC served as financial adviser and Honigman LLP and The Weber Firm, LLC provided legal counsel to American Heritage Federal Credit Union.

ABOUT LINKBANCORP, Inc.

LINKBANCORP, Inc. was formed in 2018 with a mission to positively impact lives through community banking. Its subsidiary bank, LINKBANK, is a Pennsylvania state-chartered bank serving individuals, families, nonprofits and business clients throughout Pennsylvania, Maryland, Delaware, Virginia, and New Jersey through 29 client solutions centers and www.linkbank.com. LINKBANCORP, Inc. common stock is traded on the Nasdaq Capital Market under the symbol "LNKB". For further company information, visit ir.linkbancorp.com.

 

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Forward Looking Statements

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of current or historical fact and involve substantial risks and uncertainties. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "plans," "projects," "may," "will," "should," and other similar expressions can be used to identify forward-looking statements. Such statements are subject to factors that could cause actual results to differ materially from anticipated results. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements include, but are not limited to the following: costs or difficulties associated with newly developed or acquired operations; risks related to the integration of the merger with Partners; changes in general economic trends, including inflation and changes in interest rates; increased competition; changes in consumer demand for financial services; our ability to control costs and expenses; adverse developments in borrower industries and, in particular, declines in real estate values; changes in and compliance with federal and state laws that regulate our business and capital levels; our ability to raise capital as needed; and the effects of any cybersecurity breaches. The Company does not undertake, and specifically disclaims, any obligation to publicly revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements, except as required by law. Accordingly, you should not place undue reliance on forward-looking statements.

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Strategic Sale of the New Jersey Franchise May 2024

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Disclaimer & Forward Looking FORWARD-LOOKING STATEMENTS This Presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” or words of similar meaning, or future or conditional verbs, such as “will,” “would,” “should,” “could,” or “may.” A forward-looking statement is neither a prediction nor a guarantee of future events. Forward-looking statements include the strategic rationale of LINKBANCORP, Inc. (the “Company”) for the proposed benefits of the Company’s sale of its New Jersey branches (the “Sale Transaction”), the Company’s ability to consummate the Sale Transaction on terms acceptable to the Company, the Company’s expected use of the proceeds from the Sale Transaction, and the Company’s business strategy following consummation of the Sale Transaction. These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and which may cause the Company’s actual results, performance, achievements or financial condition to be materially different from future results, performance, achievements or financial condition expressed or implied by such forward-looking statements. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. You should not rely on any forward-looking statements as predictions of future events. You should not expect us to update any forward-looking statements, except as required by law. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, together with those risks and uncertainties described in “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2023 filed on March 29, 2024 and in our other filings with the U.S. Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website, www.sec.gov.  Non-GAAP Financial Measures This presentation contains supplemental financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our management uses these non-GAAP measures in its analysis of our performance. These measures should not be considered a substitute for GAAP basis measures nor should they be viewed as a substitute for operating results determined in accordance with GAAP. Non-GAAP measures are not formally defined under GAAP, and other entities may use calculation methods that differ from those used by us. As a complement to GAAP financial measures, our management believes these non-GAAP financial measures assist investors in comparing the financial condition and results of operations of financial institutions due to the industry prevalence of such non-GAAP measures. See the appendix to this presentation for a reconciliation of these non-GAAP measures to the most directly comparable GAAP financial measures.

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Strategic Divestiture of the NJ Franchise Source: S&P Global Market Intelligence. LINK Is Divesting the NJ Franchise Acquired as Part of the Merger with Partners Bancorp LINK is announcing a sale of its NJ franchise to American Heritage Credit Union The NJ franchise consists of $123 million in loans and 3 branch offices with $105 million in deposits The franchise was acquired as part of the merger with Partners Bancorp (completed in November 2023) Prior to the merger with LINK, the NJ branches were operated as the Liberty Bell Bank division of The Bank of Delmarva, a wholly-owned bank subsidiary of Partners Liberty Bell Bank had merged with The Bank of Delmarva in 2018 Divested Branches Pennsylvania Franchise Delaware / Maryland / Virginia Franchise 2 1 3 LINK Footprint NJ Divestiture

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Key Transaction Highlights (1) Bank-level regulatory capital shown. (2) As of 3/31/2024. Strategic Rationale: Materially improves LINK’s capital ratios, balance sheet liquidity, and reduces CRE concentration Reallocates capital to support growth in Pennsylvania, Maryland and Northern Virginia markets $123M Total Loans Divested $105M Total Deposits Divested 117% Loan / Deposit ratio on Divested Franchise 3 Branches $7.4M Net Deposit Premium 7% Premium on Total Deposits ~89 bps Tier 1 Leverage Ratio Enhancement(1)(2) 2H 2024 Anticipated Closing 341% Pro Forma Regulatory CRE Concentration Ratio(1)(2) Positions the sold NJ franchise for continued growth with a well-regarded partner, American Heritage Federal Credit Union HQ | Philadelphia, PA | 41 Branches Size | ~4.9 billion of assets(2) Experience | 8 completed acquisitions since 2012 ~6-7% Accretive To TBV per share(2) ~6-7% Accretive To TBV per share(2)

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Key Transaction Details (1) After-tax financial impacts assumes 21.0% tax rate. Financial Impact Use of Proceeds Overview Initial after-tax proceeds from the sale assumed to be invested into short-term interest earning assets Sale of LINK’s 3 New Jersey branches to American Heritage Credit Union 100% cash consideration paid to LINK Subject to customary regulatory approvals; estimated closing during second half of 2024 $123 million loans | $105 million deposits sold (117% Loan / Deposit Ratio) Based on current balances, LINK would be paid a deposit premium of $7.4 million ~$10.6 million of after-tax impact(1) to tangible common equity Full impact to LINK inclusive of ACL reversal and one-time accounting and transaction charges Generates ~89 bps of Tier 1 Leverage improvement Deposit premium is set at 7.0% of deposits acquired at closing

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Improves Capital Ratios and Reduces CRE Concentration Source: S&P Global Market Intelligence. Note: Bank-level regulatory capital used unless otherwise stated. Note: YE 2024 and YE 2025 projections for LINK based on research analysts Consensus forecasts as of May 8, 2024. (1) Includes loans held-for-sale (HFS) and loans held-for-investment (HFI). (2) Non-GAAP financial measure. See appendix for GAAP to non-GAAP reconciliation. Loans / Deposits(1) BHC TCE / TA(2) Bank-Level Tier 1 Leverage Ratio Bank CRE / Total Risk-Based Capital Concentration ~71 bps ~89 bps ~33%

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New Jersey Franchise Loan & Deposit Divestiture Note: Loan and deposit data as of 3/31/2024. Note: “OO CRE” defined as Owner Occupied Commercial Real Estate Loans. “NOO CRE” defined as Non-Owner Occupied Commercial Real Estate Loans. $105M Total Deposits Cost of Total Deposits: 1.57% ACL/Loans: 1.06% Deposit Composition Loan Composition Regulatory CRE Concentration Balance of $54 million $123M Total Loans Yield on Loans: 5.95%

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Accelerates Capital Build to Levels In-Line with Peers Source: S&P Global Market Intelligence. Note: Pro forma for 3/31/2024 and the New Jersey Franchise Sale. Note: YE 2024 and YE 2025 projections for LINK based on research analysts Consensus forecasts as of May 8, 2024. (1) Mid-Atlantic headquartered major exchange-traded banks and thrifts with total assets between $2 to $5 billion, excluding merger targets and mutuals. (2) Bank-level regulatory capital shown unless otherwise stated. Peer capital ratios are as of the most recent quarter reported. (3) Non-GAAP financial measure. See appendix for GAAP to non-GAAP reconciliation. (4) Includes loans held-for-sale (HFS) and loans held-for-investment (HFS). (2) (4) (3)

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Appendices 122 41 130 0 58 91 0 172 186 152 96 154 123 134 139 14 64 106 0 138 129

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Reconciliations to GAAP Financial Measures Source: S&P Global Market Intelligence. Tangible Common Equity / Tangible Assets Walk

v3.24.1.u1

Document And Entity Information	May 09, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 09, 2024
Entity Registrant Name	LINKBANCORP, Inc.
Entity Central Index Key	0001756701
Entity Emerging Growth Company	true
Entity File Number	001-41505
Entity Incorporation, State or Country Code	PA
Entity Tax Identification Number	82-5130531
Entity Address, Address Line One	1250 Camp Hill Bypass, Suite 202
Entity Address, City or Town	Camp Hill
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17011
City Area Code	855
Local Phone Number	569-2265
Entity Information, Former Legal or Registered Name	Not Applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Title of 12(b) Security	Common Stock, par value $0.01
Trading Symbol	LNKB
Security Exchange Name	NASDAQ

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