Olsen Palmer Advises Bank of Ripley in its Agreement to be Acquired by Security Bank and Trust Company

Bancshares of Ripley, Inc. (“BRI”), the parent company of Bank of Ripley (“Bank of Ripley” and collectively with BRI, “Ripley”), and Security Bancshares, Inc. (“SBI”), the parent company of Security Bank and Trust Company (“Security Bank” and collectively with SBI, “Security”), announced the signing of a definitive agreement providing for the merger of SBI and BRI, with SBI to be the surviving entity, and the merger of Security Bank and Bank of Ripley, with Security Bank to be the surviving entity.

Olsen Palmer LLC served as financial advisor to Bancshares of Ripley, Inc. in connection with this transaction.

Upon completion of the transaction, security will maintain the Ripley name and branding for a period of time and Craig Fitzhugh, Ripley Chairman and CEO, will join the Security team as a member of its Board of Directors.

The definitive agreement has been unanimously approved by the respective Boards of Directors of Security and Ripley. The transaction, which is subject to customary closing conditions, including receipt of required regulatory approvals and approval by the shareholders of Ripley, is expected to close in the fourth  quarter of 2024.

Transaction Announcement (PDF)

Olsen Palmer Advises Alliance Bank in its Agreement to be Acquired by The Bennington State Bank

New Millennium Bankshares, Inc. and its wholly-owned subsidiary Alliance Bank announced that they have entered into a definitive agreement under which Berco, Inc., the bank holding company for The Bennington State Bank (BSB), will acquire Alliance Bank.

Olsen Palmer LLC served as financial advisor to New Millennium Bankshares, Inc.

The merger agreement has been approved by the boards of directors of both holding companies and banks. The transaction is subject to customary closing conditions, including regulatory approvals and approval by New Millennium Bankshares, Inc. stockholders, and is expected to close in the fourth quarter of 2024.

Founded in 1998, Alliance Bank operates at two locations  with $149 million in assets as of June 30th, 2024.

Transaction Announcement (PDF)

Olsen Palmer Advises Mountain View Bank of Commerce in its Agreement to be Acquired by Academy Bank, N.A.

Westminster, Colorado-based Mountain View Bank of Commerce has entered into a definitive agreement to be acquired by Academy Bank, N.A. and its parent, Dickinson Financial Corporation. The transaction is expected to close in the fourth quarter 2024.

Olsen Palmer LLC served as financial advisor to NBC Bancshares LLC, parent of Mountain View Bank of Commerce in connection with this transaction.

With over $2.7 billion in assets, Academy Bank, N.A. is headquartered in Kansas City, Missouri and serves clients online and in 72 locations across four states—AZ, CO, KS and MO. The deal expands Academy Bank’s already significant presence in the Colorado market with a Westminster branch and a Boulder loan production office. Post closing, Academy Bank will have 28 branches and over $725 million in deposits throughout Colorado.

Transaction Announcement (PDF)

Olsen Palmer Advises Republic Bank of Arizona in its Agreement to be Acquired by Pima Federal Credit Union

RBAZ Bancorp, Inc. (OTCPK: RBAZ, “RBAZ”), the holding company of Republic Bank of Arizona, an Arizona state bank (“Republic Bank”) and Pima Federal Credit Union (“Pima”), announced today that they have entered into a definitive agreement whereby Pima will purchase substantially all of the assets and assume substantially all of the liabilities of Republic Bank in an all-cash transaction.

Olsen Palmer LLC served as financial advisor to RBAZ Bancorp, Inc.

Based on RBAZ’s outstanding shares on a fully-diluted basis, other assumptions, and after taking into consideration the anticipated satisfaction of certain obligations of RBAZ and Republic Bank, including tax liabilities and holding company indebtedness, RBAZ currently estimates that its shareholders will receive approximately $22.00 per fully diluted share upon final liquidation, subject to various adjustments.

The purchase and assumption agreement has been unanimously approved by the Boards of Directors of both organizations. The combination is subject to approval by RBAZ’s shareholders, applicable regulators, and other customary closing conditions. The transaction is expected to be completed during the second half of 2024.

Transaction Announcement (PDF)

Olsen Palmer Advises OneSouth Bank in its Sale to Five Star Credit Union

OneSouth Bank, the banking subsidiary of OneSouth Financial, Inc., has been acquired by Five Star Credit Union. The deal was structured as a purchase and assumption transaction and the consideration was all-cash.

Olsen Palmer LLC served as financial advisor to OneSouth Financial, Inc.

Upon consummation, Five Star has total assets of approximately $1 billion and 25 full-service banking locations.

Fenimore Kay Harrison LLP served as legal advisor to One South Financial, Inc. and Honigman LLP served as legal advisor to Five Star Credit Union.

Transaction Announcement (PDF)