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 Sponsors the Tennessee Bankers Association Washington Conference

Olsen Palmer is pleased to be a continued sponsor of the Tennessee Bankers Association’s Washington Conference. The event, which took place May 6-8, 2024 in Washington, DC is a premier event for Tennessee Bankers.

More information about the Tennessee Bankers Association can be found at https://tnbankers.org/.

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)

Olsen Palmer Advises Heritage Bank in its Agreement to Sell 1 Branch to Levo Credit Union

Levo Credit Union (“Levo”) plans to acquire a Sioux City, Iowa, bank branch from Heritage Bank, National Association (“Heritage”). The branch is located at 4530 Singing Hills Boulevard. Levo, which is headquartered in Sioux Falls, South Dakota, has entered into an agreement with Heritage, which is based in Spicer, Minnesota.

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

Once the agreement is approved by regulatory authorities, Levo will take on some deposits and loans, as well as property. Heritage customers will officially transition to Levo when the transaction closes, which is expected to happen in the fourth quarter of 2024. Levo recently announced an expansion of its service area from 4 counties around Sioux Falls to 29 counties along the I-29 corridor in South Dakota, Iowa, North Dakota, and Minnesota.

Transaction Announcement (PDF)

Olsen Palmer Advises Johnson County Bank in its Agreement to be Acquired by Skyline Bankshares, Inc.

Johnson County Bank and Skyline Bankshares, Inc. (“Skyline”, OTCQX: SLBK), the holding company of Skyline National Bank, announced today that they have entered into a definitive agreement to combine their companies. Under the terms of the agreement, Johnson County Bank will merge with and into Skyline National Bank in an all cash transaction valued at $25.0 million. Furthermore, one Johnson County Bank director, the current CEO of Johnson County Bank, will be invited to join the Skyline Board of Directors.

Olsen Palmer LLC served as financial advisor to Johnson County Bank in connection with this transaction and issued a Fairness Opinion to its Board of Directors.

Luse Gorman, PC acted as legal advisor to Johnson County Bank in connection with the transaction.

The combination is subject to approval by Johnson County Bank's shareholders, banking regulators, and other customary closing conditions. The transaction is expected to be completed during the second half of 2024.

Transaction Announcement (PDF)