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): December 30, 2024
AFFINITY BANCSHARES, INC.
(Exact Name of Registrant as Specified in Charter)
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Maryland
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001-39914
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82-1147778
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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3175 Highway 278, Covington, Georgia
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30014
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (770) 786-7088
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.01 per share
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AFBI
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The Nasdaq Stock Market LLC
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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. ☐
Item 1.02 Termination of a Material Definitive Agreement
As previously disclosed, on May 30, 2024, Affinity Bancshares, Inc. (“Affinity”), the parent of Affinity Bank, National Association
(“Affinity Bank”) and Atlanta Postal Credit Union (“APCU”), entered into a definitive purchase and assumption agreement (the “Purchase Agreement”) pursuant to which APCU would acquire substantially all of the assets and assume substantially all of
the liabilities (including deposit liabilities) of Affinity Bank.
On December 30, 2024, Affinity, Affinity Bank and APCU entered into a Mutual Termination of Purchase and Assumption Agreement and Mutual
Release (the “Termination Agreement”) pursuant to which, among other things, Affinity, Affinity Bank and APCU mutually agreed to terminate the Purchase Agreement and the transactions contemplated thereby. Each party will bear its own costs and
expenses in connection with the terminated transaction, and neither party will pay a termination fee in connection with the termination of the Purchase Agreement. The Termination Agreement also mutually releases the parties from any claims of
liability to one another relating to the Purchase Agreement and the terminated transaction.
The boards of directors of each of the parties agreed to the termination following discussions APCU had with the applicable regulatory
agencies. Following these discussions, APCU informed Affinity and Affinity Bank that APCU would withdraw its application with the Georgia Department of Banking and Finance with respect to the transactions contemplated by the Purchase Agreement.
The foregoing descriptions of the Purchase Agreement and the Termination Agreement do not purport to be complete and are qualified in their
entirety by reference to the full text of (i) the Purchase Agreement, which was previously filed as Exhibit 2.1 to Affinity’s Current Report on Form 8-K filed on June 4, 2024, and (ii) the Termination Agreement, which is attached hereto as Exhibit
10.1 and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure
On December 30, 2024, Affinity, Affinity Bank and APCU issued a joint press release announcing the termination of the Purchase Agreement. A
copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated by reference.
The information in this Item 7.01 and Exhibit 99.1 is 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
(d) Exhibits
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Cautionary Notes on Forward-Looking Statements
This communication may contain “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may include: implications arising from the termination of the proposed merger; any statements of the plans and
objectives of management for future operations, products or services; any statements of expectation or belief; any projections or plans related to certain financial or operational metrics; and any statements of assumptions underlying any of the
foregoing. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “seek,” “plan,” “will,” “would,” “could,” “may,” “target,” “outlook,” “estimate,” “forecast,” “project” and other similar
words and expressions or negatives of these words and expressions. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time and are beyond our control. Forward-looking statements speak only as of
the date they are made. Readers should not place undue reliance on such forward-looking statements, which speak only as of the date made. Affinity, Affinity Bank and APCU
undertake no obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events or circumstances. For
any forward-looking statements made in this communication or in any documents, Affinity, Affinity Bank and APCU claim the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
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, hereunto duly authorized.
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AFFINITY BANCSHARES, INC.
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DATE: December 30, 2024
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By:
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/s/ Brandi Pajot
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Brandi Pajot
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Senior Vice President and Chief Financial Officer
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MUTUAL TERMINATION OF PURCHASE AND ASSUMPTION AGREEMENT AND MUTUAL RELEASE
This Mutual
Termination of Purchase and Assumption Agreement and Mutual Release (this “Agreement”), dated as of December 30, 2024, is made by and among Atlanta Postal Credit Union, a Georgia state-chartered credit union with its main office located in Atlanta, Georgia (“Buyer”), Affinity Bancshares, Inc.,
a Maryland corporation (“Holding Company”), and Affinity Bank, National Association, a national bank having its home office in Covington, Georgia (“Seller”). Buyer, Seller and Holding
Company are each referred to herein as a “Party” and collectively referred to as the “Parties”.
Whereas,
the Parties entered into that certain Purchase and Assumption Agreement, dated May 30, 2024, as amended and supplemented by that certain First Amendment to Purchase and Assumption Agreement dated as of August 12, 2024, (collectively, the “Purchase Agreement”);
Whereas,
Buyer held discussions with the applicable regulatory agencies, following which Buyer informed Holding Company and Seller that Buyer would withdraw its application with the Georgia Department of Banking and Finance with respect to the Transactions
contemplated by the Purchase Agreement; and
Whereas,
the Parties are entering into this Agreement to affirmatively terminate the Purchase Agreement and release one another, effective as of the date first above written.
Now, Therefore,
in consideration of the foregoing and the mutual promises, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
Section 1. Definitions.
Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.
Section 2. Termination of Purchase Agreement. Effective as of the date hereof, the
Purchase Agreement among Buyer, Holding Company and Seller is hereby terminated pursuant to Section 10.01(d) of the Purchase Agreement.
Section 3.
Confidential Information. The Parties certify that all confidential information (including customer information) provided
by the other Party has been either returned to the disclosing Party or destroyed.
Section 4.
Customer Non-Solicit. No Party shall directly or indirectly use any materials or
confidential information provided by the other Party to: (a) solicit any customer of the other Party for purposes of offering such customer services or products that compete, directly or indirectly, with the products or services being
offered or that were offered by the other Party; or (b) interfere with any relationship that the other Party has with any customer or cause any customer to terminate any agreement with the other Party; provided, however, nothing in this Agreement
shall restrict or otherwise limit a Party’s right to communicate with any person or entity in the ordinary course of business, provided, that the basis for such communication and/or contact with such persons is not based in whole or part on any use
or reliance on any confidential information obtained or made available to the Party.
Section 5.
Employee Non-Solicit. For a period of two (2) years from the date of this Agreement, no Party shall directly or indirectly
initiate contact with or otherwise solicit any current officer or employee of the other Party or its affiliates for the purpose of hiring such officer or employee, except that this prohibition shall not apply to: (a) general solicitations through
employment advertisements that are placed in publications of general circulation or in trade journals; or (b) contacts initiated by such officer or employee after termination of employment with the other Party.
Section 6.
Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, and be enforceable by, the
Parties and their respective successors and assigns.
Section 7.
Entire Agreement; References. This Agreement constitutes the entire agreement between the Parties and supersedes all prior
and all other contemporaneous agreements and understandings (oral or written) with respect to the subject matter hereof.
Section 8.
Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of
the State of Georgia without giving effect to the choice of law or conflicts of law principles thereof.
Section 9.
General. Each Party to this Agreement represents that it has the power to enter into and perform this Agreement and that
the execution and performance of this Agreement has been duly authorized by all necessary corporate action and will not constitute a breach of any provision of its charter, bylaws or any agreement to which each is a party. If there is any
inconsistency or conflict between the specific terms and conditions of this Agreement and provisions contained in the Purchase Agreement, the terms and conditions of this Agreement shall control. The captions and paragraph numbers appearing in
this Agreement are inserted only as a matter of convenience and in no way define, limit, construe, affect or describe the scope or intent of the provisions of this Agreement.
Section 10. Mutual Release.
(a) In
consideration of the covenants, agreements and undertakings of the Parties under this Agreement, each Party, on behalf of itself and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers,
directors, shareholders, members, agents, representatives, permitted successors and permitted assigns (collectively, “Releasors”) hereby releases, waives, and
forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors and permitted
assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money,
accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands, of every kind and
nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, or equity (collectively “Claims”),
which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of time through the date of this Agreement arising
out of or relating to the Purchase Agreement.
(b) Each Releasor understand that it may later discover Claims or facts that may be different from, or in addition to, those that it or
any other Releasor now knows or believes exist regarding the subject matter of the release contained in this Section 10, and which, if known at the time of signing this Agreement, may have materially affected this Agreement and such Party’s decision
to enter into and grant the release contained in this Section 10. Nevertheless, the Releasors intend to fully, finally, and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in
this Section 10, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or
different facts. The Releasors hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts.
Section 11. Publicity and Announcements. No Party shall (orally or in writing) publicly disclose or issue a press release, make any other public statement, or otherwise communicate with
the media, concerning the subject matter of this Agreement, or the existence of this Agreement, without the prior written approval of the other Party, which shall not be unreasonably withheld or delayed, except to the extent that such Party, based
on the reasonable advise of counsel, is required to make any public disclosure or filing regarding the subject matter of this Agreement (a) by applicable law, or (b) under any rules or regulations, or (c) in connection with enforcing its rights
under this Agreement. No Party shall make, publish, or communicate to any person or entity or in any public forum any comments or statements (written or oral) that denigrate or disparage, or are detrimental to, the reputation or stature of the
other Party or its business, or any of its employees, directors and officers.
[INTENTIONALLY LEFT BLANK – SIGNATURE PAGE IMMEDIATELY FOLLOWS]
In Witness Whereof, Buyer, Holding Company and Seller have caused this Agreement to be executed by their respective officers thereunto duly authorized, all as of date first above written.
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Buyer:
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Seller:
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Atlanta Postal Credit Union
By: /s/ Blake Graham
Blake Graham
President and Chief Executive Officer
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Affinity Bank, National Association
By: /s/ Edward J. Cooney
Edward J. Cooney
Chief Executive Officer
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Affinity Bancshares, Inc.
By: /s/ Edward J. Cooney
Edward J. Cooney
Chief Executive Officer
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FOR IMMEDIATE RELEASE
APCU/Center Parc Credit Union and Affinity Bancshares, Inc. Announce Mutual Termination of Purchase Agreement
Atlanta (December 30, 2024) – Atlanta Postal Credit Union (“APCU”), along with its community-based subsidiary, Center Parc Credit Union, and Affinity Bancshares, Inc (“Affinity”) (NASDAQ: AFBI), the holding company for Affinity Bank, National Association (“Affinity Bank”), jointly announced today
that they have agreed to terminate the purchase agreement pursuant to which the credit union would acquire Affinity Bank, effective immediately.
The boards of directors of each of the parties agreed to the termination following discussions APCU had with the applicable regulatory agencies. Following
these discussions, APCU informed Affinity and Affinity Bank that APCU would withdraw its application with the Georgia Department of Banking and Finance with respect to the transactions contemplated by the purchase agreement.
About APCU/Center Parc
At APCU/Center Parc, providing our members first-class service has always been our priority. We're a member-owned,
not-for-profit financial cooperative committed to helping hardworking people save money and prosper. For almost 100 years, we've stayed true to these beliefs. As Georgia's oldest credit union, we're proud of our tradition of service. Over the years,
APCU/ Center Parc assets have grown from an initial investment of $2,505 to nearly $2.5 billion. Today, we're one of the largest credit unions in the country. We're proud to serve more than 105,000 members nationwide with a full complement of
financial products and services designed to save them money. For more information, visit www.apcu.com.
About Affinity Bank
Affinity Bancshares, Inc. is a Maryland corporation, based in Covington,
Georgia, with approximately $870 million in assets. Its bank subsidiary, Affinity Bank, was founded in 1928 and is a leader in the business community specializing in developing industry specific solutions to support niche / select businesses, such as: commercial real estate, construction, dental and medical practices, and indirect auto lending. Affinity Bank serves its customers with three branches – two
in the city of Covington and one located on Galleria Parkway in Atlanta. Additionally, it operates a loan production office in Alpharetta. For more information, please visit www.myaffinitybank.com and www.newtonfederal.com.
Forward-Looking Statements
This press release contains statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933.
These forward-looking statements are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and this statement is included for purposes of complying with these safe harbor provisions. Readers
should not place undue reliance on such forward-looking statements, which speak only as of the date made. These forward-looking statements are based on current plans and expectations, which are subject to a number of risk factors and uncertainties
that could cause future results to differ materially from historical performance or future expectations.
APCU, Center Parc and Affinity undertake no obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the
date of such statements, or to reflect the occurrence of anticipated or unanticipated events or circumstances.
Contacts:
APCU/Center Parc
Merideth Miller
M2 The Agency
(281) 882-3045
pr@m2theagency.com
Affinity Bancshares and Affinity Bank
Edward J. Cooney
Chief Executive Officer
(678) 742-9990
