Blog: EAGLE BANCORP MONTANA, INC. : Completion of Acquisition or Disposition of Assets, Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 2.01 Completion of Acquisition or Disposition of Assets

Effective April 30, 2022, Eagle Bancorp Montana, Inc., a Delaware corporation
(“Eagle”), completed its previously announced merger (the “Merger”) with First
Community Bancorp, Inc. (“FCB”), pursuant to an Agreement and Plan of Merger
(the “Merger Agreement”), dated as of September 30, 2021, by and among Eagle,
Eagle’s wholly-owned subsidiary, Opportunity Bank of Montana, a Montana
chartered commercial bank (“Opportunity Bank”), FCB and FCB’s wholly-owned
subsidiary, First Community Bank, a Montana chartered commercial bank. At the
effective time of the Merger (the “Effective Time”), FCB merged with and into
Eagle, with Eagle continuing as the surviving corporation. Immediately following
the Effective Time, First Community Bank merged with and into Opportunity Bank,
with Opportunity Bank surviving and continuing its corporate existence under the
name “Opportunity Bank of Montana.”

Pursuant to the terms and conditions set forth in the Merger Agreement, each
outstanding share of FCB common stock prior to the Effective Time was converted
into the right to receive (i) 37.7492 shares of Eagle common stock with cash to
be paid in lieu of any fractional shares of common stock of Eagle and (ii)
$276.32 in cash. Each outstanding share of Eagle common stock remains
outstanding and is unaffected by the Merger. As a result of the Merger, Eagle
will issue approximately 1,396,596 shares of Eagle common stock and will pay
approximately $10.2 million to the former holders of FCB common stock.

The foregoing description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, which is included as Exhibit 2.1 to this Current Report on
Form 8-K and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers


Pursuant to the Merger Agreement, which provided that on or prior to the
Effective Time, the Board of Directors of Eagle (the “Eagle Board”) would cause
Samuel D. Waters, Chairman and President of FCB to be appointed to the Eagle
Board, effective as of the Effective Time, the Eagle Board (i) increased the
size of the Eagle Board from 11 to 12 members and (ii) appointed Samuel D.
Waters to serve as a member of the Eagle Board. Mr. Waters will serve in the
class of directors whose current term will expire at Eagle’s 2023 Annual Meeting
of Stockholders when such class directors will next be elected by Eagle’s
stockholders. Since Mr. Waters will be an employee of Opportunity Bank, he will
not be entitled to receive additional compensation as a member of the Eagle
Board. As a part-time employee of Opportunity Bank, it is anticipated that Mr.
Waters will receive annual compensation of $111,250. In addition, he will be
entitled to a monthly travel allowance for board meetings. Mr. Waters has been
appointed to serve on the M&A Committee of the Eagle Board.

Other than the Merger Agreement, there are no arrangements or understandings
between Mr. Waters and any other person pursuant to which Mr. Waters was
selected as a director. Since the beginning of the last fiscal year there have
been no related party transactions between Eagle and Mr. Waters that would be
reportable under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure

On May 2, 2022, Eagle issued a press release announcing the completion of the
Merger. A copy of the press release is furnished as Exhibit 99.1 to this report
and is incorporated herein by reference.

The information contained in and accompanying this Item 7.01 of this Current
Report on Form 8-K (including Exhibit 99.1 hereto) is being furnished to, and
not filed with, the Securities and Exchange Commission in accordance with
General Instruction B.2 to Form 8-K.


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Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses or Funds Acquired

FCB’s audited consolidated financial statements comprised of the consolidated
statement of financial condition at December 31, 2021, and the related
consolidated statements of income, comprehensive income, changes in
shareholders’ equity and cash flows for the year ended December 31, 2021, and
the notes related thereto and the independent auditor’s report are included as
Exhibit 99.2 to this Current Report on Form 8-K.

(b) Pro forma financial information

The unaudited pro forma combined condensed financial statements as of and for
the year ended December 31, 2021, and the unaudited notes related thereto are
included as Exhibit 99.3 to this Current Report on Form 8-K.

(d) Exhibits

The following exhibits are submitted with this report:

Exhibit No. Description

2.1 Agreement and Plan of Merger, dated as of September 30, 2021, by and among

    Eagle Bancorp Montana, Inc., Opportunity Bank of Montana, First Community
    Bancorp, Inc. and First Community Bank (incorporated by reference to Exhibit
    2.1 to the Company's Form 8-K, as filed on October 1, 2021).


23.1 Consent of Moss Adams, Independent Auditors Report for First Community

Bancorp, Inc.

99.1 Press release dated May 2, 2022, issued by Eagle Bancorp Montana, Inc.

     (furnished pursuant to Item 7.01 as part of this Current Report on Form 8-K
     and is not to be deemed "filed" for purposes of Section 18 of the Securities
     Exchange Act of 1934 or otherwise subject to the liabilities of that
     Section).


99.2 Audited consolidated financial statements of First Community Bancorp, Inc.

as of and for the years ended December 31, 2021 and 2020.

99.3 Unaudited pro forma combined condensed financial statements of Eagle

Bancorp Montana, Inc. as of and for the year ended December 31, 2021.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)




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