First Bank : Form 8-K~Current Report

FEDERAL DEPOSIT INSURANCE CORPORATION

WASHINGTON, DC 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): July 17, 2023

FIRST BANK

(Exact Name of Registrant as Specified in Charter)

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):

• Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
• Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
• Pre-commencementcommunication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
• Pre-commencementcommunication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 2.01. Completion of Acquisition or Disposition

On July 17, 2023, pursuant to the Agreement and Plan of Merger dated December 13, 2022, as amended (the "Merger Agreement"), Malvern Bancorp, Inc. ("Malvern") merged with and into FB Merger Subsidiary LLC, the wholly-owned subsidiary of First Bank ("Merger Sub"), with Merger Sub as the surviving entity, immediately followed by the merger of Malvern Bank, National Association ("Malvern Bank") with and into First Bank, with First Bank as the surviving institution (collectively, the "Merger"). The description of the Merger and the Merger Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to this report and is incorporated herein by reference.

Subject to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Malvern common stock was converted into the right to receive $7.80 in cash and 0.7733 shares of First Bank common stock, with cash paid in lieu of fractional shares pursuant to the Merger Agreement. At the Effective Time, each outstanding Malvern restricted stock award was converted into the right to receive the Merger consideration, and each Malvern stock option was converted into the right to receive a cash payment equal to (a) the excess, if any, of (i) the 0.7733 exchange ratio multiplied by the average closing price of First Bank common stock for the 20 trading days ending on the tenth day prior to the closing date of the Merger, plus $7.80 in cash, over (ii) the exercise price of the Malvern stock option, minus (b) all applicable taxes required to be withheld. Any Malvern stock option with a per share exercise price that equaled or exceeded the stock option consideration was canceled, with no consideration being paid. To effect the Merger, First Bank issued approximately 5.9 million shares of its common stock and $59.3 million in cash to Malvern shareholders, in the aggregate.

Item 2.03 Creation of a Direct Financial Obligation or Obligation under an Off-Balance Sheet Arrangement of a Registrant

In connection with the Merger, First Bank assumed $25.0 million in aggregate principal amount of the 6.125% Fixed-to- Floating Rate Subordinated Debentures due 2027 (the "Notes") of Malvern. The terms of the Notes are set forth in an Indenture, including the form of the Notes, dated February 7, 2017 and a First Supplemental Indenture dated July 17, 2023, copies of which are included as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and are 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, at the Effective Time, First Bank increased the size of its Board of Directors by three members and appointed three Malvern directors to the Board: Andrew Fish, Howard Kent and Cynthia Felzer Leitzell. Each appointee will serve as a director of First Bank until the 2024 Annual Meeting of Shareholders of First Bank and thereafter until their successors shall have been duly elected and qualified.

Mr. Fish is a managing member of The Real Estate Equity Company ("TREECO") in Englewood, New Jersey, where he is responsible for leasing of the entire firm's real estate portfolio, acquisitions and development projects. TREECO owns and manages over 1.5 million square feet of shopping centers. Prior to joining TREECO in 2009, Mr. Fish was the director of leasing for Vornado Realty Trust. Mr. Fish is also currently a director of American Spraytech in Branchburg, New Jersey. Additionally, since 2022, Mr. Fish has served on the North-East Regional Advisory Board of the Simon Wiesenthal Center in New York City. During his career, he has served on various boards including Union Center National Bank's advisory board and the board of the Englewood Chamber of Commerce. Mr. Fish's vast real estate experience and board level experience make him well qualified to serve as a director.

Mr. Kent previously served as the Chairman of the Malvern Board of Directors. Mr. Kent is a principal and co-founder of Real Estate Equities Group, LLC and its affiliated entities in Englewood, New Jersey, where Mr. Kent has worked since 2002. Mr. Kent served as a director of ConnectOne Bancorp, Inc. and ConnectOne Bank from July 2014 to March 2015. Mr. Kent also served as chairman of the board of Union Center National Bank from 2013 to 2014 and as a director of Center Bancorp, Inc. from 2008 to 2014. Mr. Kent brings a strong banking background and over 50 years of real estate investment, finance, and management experience, along with years of leadership and community involvement and board level experience, which makes him well qualified to serve as a director.

Mrs. Leitzell is a partner and president of Leitzell & Economidis PC, a full-service firm of Certified Public Accountants located in Media, Pennsylvania, where she has worked since 2002. Mrs. Leitzell has previously served as chairman of the board of the Chester Water Authority from 2012 to 2022. She also served two four-year elected terms as Delaware County controller. Mrs. Leitzell's experience in audit and accounting, and her experience and years of leadership and community involvement and board level experience, make her well qualified to serve as a director.

Compensation arrangements for the appointees as directors of First Bank will be consistent with the previously disclosed standard arrangements for non-employee directors as described in First Bank's Joint Proxy Statement, as filed with the FDIC on March 30, 2023, for its 2023 Annual Meeting of Shareholders, which disclosure is incorporated herein by reference. There are no existing or proposed transactions in which any appointee has a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K.

On July 17, 2023, First Bank issued a press release announcing the completion of the Merger and the appointment of the three directors named above to its Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

1. Financial statements of businesses acquired.
   The financial statements required to be filed under this Item 9.01(a) shall be filed by an amendment to this Form 8-K not later than 71 days after the date this Current Report on Form 8-K is required to be filed.
2. Pro forma financial information.
   The pro forma financial information required to be filed under this Item 9.01(b) shall be filed by an amendment to this Form 8-K not later than 71 days after the date this Current Report on Form 8-K is required to be filed.
3. Shell company transactions: None.
4. Exhibits.
5. 1. Agreement and Plan of Merger dated December 13, 2022, as amended on March 21, 2023 and June 12, 2023, by and among First Bank, FB Merger Subsidiary LLC, Malvern Bancorp, Inc. and Malvern Bank, National Association
   1. Indenture, dated February 7, 2017, by and between Malvern Bancorp, Inc., as Issuer, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Malvern Bancorp, Inc.'s Annual Report on Form 10-K for the year ended September 30, 2022, as filed with the Securities and Exchange Commission on December 27, 2022 (File No. 000-54835))
   2. First Supplemental Indenture, dated July 17, 2023, by and between U.S. Bank Trust Company, National Association, First Bank and Malvern Bancorp, Inc.

99.1 Press Release dated July 17, 2023

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.

FIRST BANK

Dated: July 17, 2023

By: /s/ Andrew L. Hibshman

Andrew L. Hibshman

Executive Vice President and

Chief Financial Officer

EXHIBIT 2.1

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER BY AND

AMONG

FIRST BANK,

MALVERN BANCORP, INC.

AND

MALVERN BANK, NATIONAL ASSOCIATION

Dated as of December 13, 2022