Middlefield Banc Corp. (NASDAQ:MBCN) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01 Completion of Acquisition or Disposition of Assets.
This Current Report on Form 8-K/A amends the Current Report on
Form 8-K filed by Middlefield Banc. Corp. (the Company) on
January13, 2017 to include the financial information required by
Item 9.01 of Form 8-K in connection with the Companys recent
acquisition of Liberty Bank, N.A. (the Merger).
Item9.01 Financial Statements and Exhibits
| (a) | Financial Statements of businesses acquired. |
The audited consolidated statements of financial condition of
Liberty Bank, N.A. as of December31, 2015, and 2014 are
incorporated as Exhibit 99.1 into this Item 9.01(a) by reference
to the Companys Form S-4 Registration Statement filed with the
SEC on November22, 2016 (Registration No.333-213889).
The unaudited statements of financial condition of Liberty Bank,
N.A. as of September30, 2016, and 2015, and the unaudited
consolidated statements of comprehensive income, unaudited
consolidated statements of cash flows and the unaudited
consolidated statement of changes in stockholders equity of
Liberty Bank, N.A., each for the nine months ended September30,
2016 and 2015 are incorporated as Exhibit 99.2 into this Item
9.01(a) by reference to the Companys Form S-4 Registration Statement
filed with the SEC on November22, 2016 (Registration
No.333-213889).
| (b) | Pro Forma Financial Information. |
The unaudited pro
forma combined consolidated condensed balance sheet as of
December31, 2016 and the unaudited pro forma combined
consolidated condensed statement of income for the twelve months
ended December31, 2016 are incorporated herein by reference to
Exhibit 99.3 of this Current Report on Form 8-K, and are based on
the historical financial statements of the Company and Liberty
Bank, N.A. after giving effect to the Merger.
| (c) | Not required. |
| (d) | Exhibits. |
| 23.1 | Consent of Maloney Novotny LLC |
| 99.1 |
Audited consolidated statements of financial condition of Liberty Bank, N.A. as of December31, 2015 and 2014 (incorporated by reference to the Companys Form S-4 Registration Statement filed with the SEC on November22, 2016 (Registration No.333-213889)) |
| 99.2 |
Unaudited statements of financial condition of Liberty Bank, N.A. as of September30, 2016 and 2015, and unaudited consolidated statements of comprehensive income, unaudited consolidated statements of cash flows and unaudited consolidated statement of changes in stockholders equity of Liberty Bank, N.A., each for the nine months ended September30, 2016 and 2015 (incorporated by reference to the Companys Form S-4 Registration Statement filed with the SEC on November22, 2016 (Registration No.333-213889)) |
| 99.3 |
Unaudited pro forma combined consolidated condensed balance sheet as of December31, 2016, and unaudited pro forma combined consolidated condensed statement of income for the twelve months ended December31, 2016 |
About Middlefield Banc Corp. (NASDAQ:MBCN)
Middlefield Banc Corp. is a bank holding company. The Company’s subsidiaries include The Middlefield Banking Company (MBC) and EMORECO Inc. MBC is engaged in the general commercial banking business in northeastern and central Ohio. MBC offers customers a range of banking services, including checking, savings, money market accounts, time certificates of deposit, commercial loans, real estate loans, various consumer loans, safe deposit facilities and travelers’ checks. MBC offers online banking and bill payment services to individuals, and online cash management services to business customers through its Website at www.middlefieldbank.com. EMORECO engages in the resolution and disposition of troubled assets in central Ohio. MBC’s loan products include operational and working capital loans, loans to finance capital purchases, term business loans, residential construction loans, selected guaranteed or subsidized loan programs for small businesses, and consumer installment loans. Middlefield Banc Corp. (NASDAQ:MBCN) Recent Trading Information
Middlefield Banc Corp. (NASDAQ:MBCN) closed its last trading session 00.00 at 43.90 with 167 shares trading hands.
