M&A - Village Bank & Trust Financial Corp.

Form Type: 15-12G

Filing Date: 2025-04-11

Corporate Action: Merger

Type: New

Accession Number: 000155837025004699

Filing Summary: Village Bank & Trust Financial Corp. has filed a Form 15 for the certification and notice of termination of registration under Section 12(g) of the Securities Exchange Act of 1934. This filing indicates the company's duty to file reports is being suspended, which is due to its merger with TowneBank. As a result of this merger, Village Bank & Trust Financial Corp. is ceasing its operations as an independent entity. The filing notes that there are no holders of record as of the certification date. The form was filed on April 11, 2025, by TowneBank, acting as the successor to Village Bank & Trust Financial Corp., signed by William B. Littreal, Senior Executive Vice President and Chief Financial Officer.

Form Type: 8-K

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000155837025004237

Filing Summary: On April 1, 2025, Village Bank and Trust Financial Corp. completed a merger with TowneBank and its wholly owned subsidiary, Village Bank. This involved two steps: the first was a merger of Village with Towne Merger Sub, a subsidiary of TowneBank, making Village the surviving entity. Immediately after, Village was merged into TowneBank, with Village Bank also merging into TowneBank. As a result of the transactions, Village common stock shareholders received $80.25 in cash for each share they held, and all shares were retired. Additionally, Village's listing on the Nasdaq was delisted due to no longer meeting listing requirements. TowneBank plans to deregister Village's common stock and suspend its reporting obligations. The individual board members of Village ceased their roles, and key executives transitioned to positions within TowneBank under new agreements. The articles of incorporation and bylaws of Village also ceased to exist post-merger, transitioning to those of TowneBank.

Form Type: 8-K

Filing Date: 2024-12-19

Corporate Action: Merger

Type: New

Accession Number: 000155837024016382

Filing Summary: The document reports the results of a special meeting of shareholders held by Village Bank & Trust Financial Corp. on December 19, 2024. Shareholders voted on four proposals related to the merger with TowneBank. Proposal 1, concerning the Merger, received 1,298,806 votes in favor, 1,691 against, and 11,097 abstentions, demonstrating strong support for the merger. Proposal 2, which involved an amendment to the Company’s articles of incorporation to facilitate the merger, also passed with similar voting results. Proposal 3, regarding executive compensation tied to the merger, was approved in an advisory capacity with 1,160,309 votes for and 117,356 against. Lastly, Proposal 4, focused on the possibility of adjourning the meeting, was rendered unnecessary as the earlier proposals passed. Overall, an approximate 87.42% of the total outstanding shares were represented during the vote.