ORRSTOWN FINANCIAL SERVICES INC true 0000826154 0000826154 2023-12-12 2023-12-12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 12, 2023
ORRSTOWN FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
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| Pennsylvania |
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001-34292 |
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23-2530374 |
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(Commission file number) |
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(IRS Employer Identification No.) |
77 East King Street, P.O. Box 250, Shippensburg, PA 17257
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (717) 532-6114
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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading
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Name of Each Exchange on Which Registered |
| Common Stock, no par value |
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ORRF |
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Nasdaq Stock Market |
Indicate by check mark if 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.
Introductory Note
Orrstown Financial Services, Inc. is filing this Amendment No. 1 to Form 8-K (this “Amendment”) to amend its Current Report on Form 8-K filed on December 12, 2023 (the “Form 8-K”) with the Securities and Exchange Commission (the “Commission”). The purpose of this Amendment is to re-furnish certain information furnished as Exhibit 99.2 to the Form 8-K, as a formatting error caused some of its text to be missing or illegible. The information furnished herewith as Exhibit 99.2 appears with improved formatting, and includes previously missing information, but is otherwise identical to the information that was previously furnished.
Other than the replacement of Exhibit 99.2 of the Form 8-K, all Items of the Form 8-K are unaffected by this Amendment and such Items have not been included herein. This Amendment speaks as of the initial filing date of the Form 8-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the Form 8-K.
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Financial Statements and Exhibits |
(d) Exhibits
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and the future performance of Orrstown and Codorus Valley.
Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “could,” “may,” “should,” “will” or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on Orrstown’s and Codorus Valley’s current expectations and assumptions regarding Orrstown’s and Codorus Valley’s businesses, the economy, and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Any number of risks, uncertainties, or other factors could affect Orrstown’s or Codorus Valley’s future financial results and performance and could cause actual results or performance to differ materially from anticipated results or performance. Such risks and uncertainties include, among others: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive agreement and plan of merger between Orrstown and Codorus Valley; the outcome of any legal proceedings that may be instituted against Orrstown or Codorus Valley; delays in completing the proposed transaction; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction) or shareholder approvals, or to satisfy any of the other conditions to the proposed transaction on a timely basis or at all, including the ability of Orrstown and Codorus Valley to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the possibility that the anticipated benefits of the proposed transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Orrstown and Codorus Valley do business; the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the possibility that revenues following the proposed transaction may be lower than expected; the impact of certain restrictions during the pendency of the proposed transaction on the parties’ ability to pursue certain business opportunities and strategic transactions; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction;
the ability to complete the proposed transaction and integration of Orrstown and Codorus Valley successfully; the dilution caused by Orrstown’s issuance of additional shares of its capital stock in connection with the proposed transaction; and the potential impact of general economic, political or market factors on the companies or the proposed transaction and other factors that may affect future results of Orrstown or Codorus Valley. The foregoing list of factors is not exhaustive. Except to the extent required by applicable law or regulation, each of Orrstown and Codorus Valley disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Further information regarding Orrstown, Codorus Valley and factors which could affect the forward-looking statements contained herein can be found in Orrstown’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2023, June 30, 2023 and September 30, 2023, and its other filings with the SEC, and in Codorus Valley’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2023, June 30, 2023 and September 30, 2023, and its other filings with the SEC. SEC filings are available free of charge on the SEC’s website at www.sec.gov. Annualized, proforma, projected, and estimated numbers in this document are used for illustrative purposes only, are not forecasts and may not reflect actual results.
No Offer or Solicitation
This communication is not a proxy statement or solicitation or a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Orrstown, Codorus Valley or the combined company, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Additional Information About the Merger and Where to Find It
In connection with the proposed transaction, Orrstown intends to file a registration statement on Form S-4 with the SEC that will include a joint proxy statement of Codorus Valley and Orrstown and a prospectus of Orrstown, which will be distributed to the shareholders of Codorus Valley and Orrstown in connection with their votes on the merger of Codorus Valley with and into Orrstown and the issuance of Orrstown common stock in the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE (AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER AND RELATED MATTERS. Investors and security holders will be able to obtain these documents, and any other documents Orrstown and Codorus Valley have filed with the SEC, free of charge at the SEC’s website, www.sec.gov, or by accessing Orrstown’s website at www.Orrstown.com under the “Investor Relations” link and then under the heading “Documents,” or by accessing Codorus Valley’s website at ir.peoplesbanknet.com. In addition, documents filed with the SEC by Orrstown or Codorus Valley will be available free of charge by (l) writing Orrstown at 4750 Lindle Road, Harrisburg, PA 17111, Attention: Neil Kalani or (2) writing Codorus Valley at 105 Leader Heights Road, York, PA 17403, Attention: Daniel R. Stolzer.
Participants in the Solicitation
The directors, executive officers and certain other members of management and employees of Orrstown may be deemed to be participants in the solicitation of proxies from the shareholders of Orrstown in connection with the proposed transaction. Information about Orrstown’s directors and executive officers is included in the proxy statement for its 2023 annual meeting of Orrstown’s shareholders, which was filed with the SEC on March 31, 2023.
The directors, executive officers and certain other members of management and employees of Codorus Valley may also be deemed to be participants in the solicitation of proxies in connection with the proposed transaction from the shareholders of Codorus Valley. Information about the directors and executive officers of Codorus Valley is included in the proxy statement for its 2023 annual meeting of Codorus Valley shareholders, which was filed with the SEC on March 31, 2023.
Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed transaction when it becomes available. Free copies of this document may be obtained as described above.
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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| Date: December 12, 2023 |
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Orrstown Financial Services, Inc. |
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By: |
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/s/ Thomas R. Quinn, Jr. |
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Thomas R. Quinn, Jr. |
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President and Chief Executive Officer |
Exhibit 99.2 Orrstown Financial Services, Inc. (Nasdaq: ORRF) Merger of
Equals with Codorus Valley Bancorp, Inc. (Nasdaq: CVLY) Investor Presentation December 12, 2023 1
Disclaimer Forward Looking Statements This presentation contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and the future performance of Orrstown Financial Services, Inc.
(“Orrstown” or “ORRF”) and Codorus Valley Bancorp, Inc. (“Codorus Valley” or “CVLY”). Words such as anticipates, believes, estimates, expects, forecasts, intends, plans, projects, could, may, should,
will or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on Orrstown’s and Codorus Valley's current expectations and assumptions regarding Orrstown's and
Codorus Valley's businesses, the economy, and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to
predict. Any number of risks, uncertainties, or other factors could affect Orrstown's or Codorus Valley's future financial results and performance and could cause actual results or performance to differ materially from anticipated results or
performance. Such risks and uncertainties include, among others: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive agreement and plan of merger
between Orrstown and Codorus Valley; the outcome of any legal proceedings that may be instituted against Orrstown or Codorus Valley; delays in completing the proposed transaction; the failure to obtain necessary regulatory approvals (and the risk
that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction) or shareholder approvals, or to satisfy any of the other conditions to the proposed
transaction on a timely basis or at all, including the ability of Orrstown and Codorus Valley to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the possibility that the anticipated
benefits of the proposed transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive
factors in the areas where Orrstown and Codorus Valley do business; the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the possibility that
revenues following the proposed transaction may be lower than expected; the impact of certain restrictions during the pendency of the proposed transaction on the parties' ability to pursue certain business opportunities and strategic transactions;
diversion of management's attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed
transaction; the ability to complete the proposed transaction and integration of Orrstown and Codorus Valley successfully; the dilution caused by Orrstown's issuance of additional shares of its capital stock in connection with the proposed
transaction; and the potential impact of general economic, political or market factors on the companies or the proposed transaction and other factors that may affect future results of Orrstown or Codorus Valley. The foregoing list of factors is not
exhaustive. Except to the extent required by applicable law or regulation, each of Orrstown and Codorus Valley disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking
statements included herein to reflect future events or developments. Further information regarding Orrstown, Codorus Valley and factors which could affect the forward-looking statements contained herein can be found in Orrstown's Annual Report on
Form 10-K for the fiscal year ended December 31, 2022, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2023, June 30, 2023 and September 30, 2023, and its other filings with the SEC, and in Codorus Valley’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2022, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2023, June 30, 2023 and September 30, 2023, and its other filings with the SEC. SEC filings are available free of charge on the
SEC's website at www.sec.gov. Annualized, pro forma, projected, and estimated numbers in this document are used for illustrative purposes only, are not forecasts and may not reflect actual results. Additional Information About the Merger and Where
to Find It In connection with the proposed transaction, Orrstown intends to file a registration statement on Form S-4 with the SEC that will include a joint proxy statement of Codorus Valley and Orrstown and a prospectus of Orrstown, which will be
distributed to the shareholders of Codorus Valley and Orrstown in connection with their votes on the merger of Codorus Valley with and into Orrstown and the issuance of Orrstown common stock in the proposed transaction. INVESTORS AND SECURITY
HOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE (AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE
JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER AND RELATED MATTERS. Investors and security holders will be able to obtain these documents, and any other documents Orrstown
and Codorus Valley have filed with the SEC, free of charge at the SEC's website, www.sec.gov, or by accessing Orrstown's website at www.orrstown.com under the Investor Relations link and then under the heading Documents, or by accessing Codorus
Valley's website at ir.peoplesbanknet.com. In addition, documents filed with the SEC by Orrstown or Codorus Valley will be available free of charge by (1) writing Orrstown at 4750 Lindle Road, Harrisburg, PA 17111, Attention: Matthew Dyckman or (2)
writing Codorus Valley at 105 Leader Heights Road, York, PA 17403, Attention: John Moss. 2
Disclaimer No Offer or Solicitation This document is not a proxy
statement or solicitation or a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Orrstown,
Codorus Valley or the combined company, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law. Participants in Solicitation The
directors, executive officers and certain other members of management and employees of Orrstown may be deemed to be participants in the solicitation of proxies from the shareholders of Orrstown in connection with the proposed transaction.
Information about Orrstown's directors and executive officers is included in the proxy statement for its 2023 annual meeting of Orrstown's shareholders, which was filed with the SEC on March 31, 2023. The directors, executive officers and certain
other members of management and employees of Codorus Valley may also be deemed to be participants in the solicitation of proxies in connection with the proposed transaction from the shareholders of Codorus Valley. Information about the directors and
executive officers of Codorus Valley is included in the proxy statement for its 2023 annual meeting of Codorus Valley shareholders, which was filed with the SEC on March 31, 2023. Additional information regarding the interests of those participants
and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed transaction when it becomes available. Free copies of this document may be obtained as
described above. 3
Creating a High Performing Community Banking Franchise 1 Significantly
Enhanced Scale $5.3B $4.0B $4.5B Assets Loans Deposits PA Lebanon Harrisburg $2.7B $460M+ Carlisle AUM Market Cap York 2 Lancaster Peer Leading Performance Chambersburg ~1.50% ~20% ~49% 2025 ROAA 2025 ROATCE 2025 Efficiency MD 2 Baltimore Compelling
Financial Metrics ~46% $84M ~25% Annapolis 2025 GAAP 2025 2025 Cash EPS New Headquarters 3 Net Income Accretion EPS Accretion ORRF Branches (21) CVLY Branches (30) 2.6 years 30%+ 4 TBV Earnback IRR 1) Excludes the impact of purchase accounting
adjustments; Market capitalization based on ORRF’s market price of 3) Excludes the impact of purchase accounting rate marks (AOCI, loans, time deposits, trust preferred securities and $24.35 as of December 11, 2023 subordinated debt), CDI and
CECL amortization (see appendix for pro forma reconciliation) 4 2) Based on consensus street estimates for ORRF and CVLY, assumed cost savings and purchase accounting adjustments 4) Tangible book value earnback calculated using the crossover
method
Strategic Rationale Significantly Enhanced Scale 1 Peer Leading
Performance 2 Strategically Compelling 3 Strong Transaction Metrics 4 Benefits All Stakeholders 5 5
Orrstown Financial Services, Inc. (ORRF) Company Overview Q3 2023
Financial Highlights • Holding company for Orrstown Bank, founded in 1919, and headquartered in Shippensburg, Pennsylvania $3.1B $2.3B $2.5B • Operates 21 branches serving consumers and businesses Total Assets Total Loans Total Deposits
throughout Central and Eastern Pennsylvania and the greater Baltimore, Maryland region • Established track record of profitable growth 1.18% 16.2% 3.73% • Experienced M&A team with two completed bank mergers since ROAA ROATCE Net
Interest Margin 2018 Branch Footprint $258M $1.7B 0.73% 1 Harrisburg NPAs / Assets Market Capitalization AUM/A Chambersburg Thomas Quinn, Jr. (President & CEO) Lancaster • Appointed President & CEO of ORRF in May 2009 Hagerstown
• 30+ years of banking experience • Will lead the pro forma company as President & Chief Executive ORRF (21) Baltimore Officer Source: S&P Global Market Intelligence 1) Market capitalization as of December 11, 2023 6
Codorus Valley Bancorp, Inc. (CVLY) Company Overview Q3 2023 Financial
Highlights • Holding company for PeoplesBank, A Codorus Valley Company, founded in 1864, and headquartered in York, Pennsylvania $2.2B $1.7B $1.9B • Largest full-service bank headquartered in York County with 30 Total Assets Total Loans
Total Deposits branches spanning South Central Pennsylvania and the greater Baltimore, Maryland region • Offers full range of consumer, business, wealth management and 1.08% 12.8% 3.64% mortgage services ROAA ROATCE Net Interest Margin Branch
Footprint $197M $1.0B 0.36% Harrisburg 1 NPAs / Assets Market Capitalization AUM/A Lancaster York Craig Kauffman (President & CEO) Hanover • Appointed President & CEO of CVLY in October 2021 after joining CVLY in 2018 • 30+ years
of banking experience CVLY (30) • Will join the company as Chief Operating Officer and succeed Baltimore Thomas Quinn as CEO in June 2025 Source: S&P Global Market Intelligence 1) Market capitalization as of December 11, 2023 7
Commanding Positions in Attractive and Diverse Markets 1 Regional
Breakout Community Bank Deposits in PA and MD New Headquarters S&T Bancorp $7.0B ORRF Branches (21) Univest $6.0B CVLY Branches (30) Forbright $5.6B Eastern Shore Bancshares $4.7B Peoples Financial $4.6B Central Capital Funding $4.5B #7 Orrstown
/ Codorus $4.4B Community Bank Mid Penn $4.0B in PA & MD Firstrust $3.6B Maryland CNB Financial $3.1B Orrstown $2.5B #10 NexTier $2.2B Fidelity D & D $2.2B Penn Community $2.1B Citizens Financial $2.1B ACNB Corp. $2.0B Central Region:
Eastern Region: Maryland Region: Citizens & Northern $2.0B $3.3B Deposits $391M Deposits $769M Deposits Codorus $1.9B #17 29 Branches 13 Branches 9 Branches Source: S&P Global Market Intelligence 1) Community banks defined as banks with
total assets less than $10B; deposit data as of June 30, 2023, based on combined deposits in Pennsylvania and Maryland and pro forma for pending or recently completed mergers 8
Pro Forma Footprint | Markets of Operation by MSA Harrisburg-Carlisle,
PA York-Hanover, PA Baltimore-Columbia-Towson, MD Population: 2.9M Population: 602K Population: 461K Median HHI: $93K Median HHI: $75K Median HHI: $76K # of Businesses: 149K # of Businesses: 38.2K # of Businesses: 20.0K Projected ’23 -
‘28 Growth Projected ’23 - ‘28 Growth Projected ’23 - ‘28 Growth Population: 1.4% Population: 2.5% Population: 1.7% HHI: 13.2% HHI: 11.9% HHI: 12.7% PF Deposits / Branches: $1.2B / 9 PF Deposits / Branches: $1.5B / 15
PF Deposits / Branches: $720M / 8 Community Bank Rank: #2 Community Bank Rank: #1 Community Bank Rank: #4 Lancaster, PA Hagerstown-Martinsburg, MD-WV Chambersburg-Waynesboro, PA Population: 302K Population: 157K Population: 557K Median HHI: $68K
Median HHI: $70K Median HHI: $75K # of Businesses: 7.0K # of Businesses: 3.1K # of Businesses: 28.6K Projected ’23 - ‘28 Growth Projected ’23 - ‘28 Growth Projected ’23 - ‘28 Growth Population: 3.6% Population:
1.3% Population: 1.7% HHI: 9.3% HHI: 9.3% HHI: 11.5% PF Deposits / Branches: $49M / 1 PF Deposits / Branches: $391M / 13 PF Deposits / Branches: $626M / 5 Community Bank Rank: #8 Community Bank Rank: #4 Community Bank Rank: #2 Source: S&P Global
Market Intelligence, NAICS Association, US Census Bureau; Deposit and community bank deposit market share rank data as of June 30, 2023 and pro forma for pending or recently completed mergers Note 1: “HHI” is defined as “Household
Income” 9 Note 2: Community banks defined as banks with total assets less than $10B
High-Quality Core Deposit Base Pro forma 9% 12% 8% 9% 7% 11% $2.5B
$1.9B $4.5B 17% 19% Deposits Deposits Deposits 56% 21% 68% 63% Noninterest Bearing IB Demand, Savings & MMDA Retail Time Deposits Jumbo Time Deposits Cost of Deposits: 1.65% Cost of Deposits: 1.84% Cost of Deposits: 1.73% 1 1 1 Deposit Beta :
29.1% Deposit Beta : 30.2% Deposit Beta : 29.6% Loans to Deposits: 89.0% Loans to Deposits: 89.4% Loans to Deposits: 89.2% Source: S&P Global Market Intelligence; Deposit data as of September 30, 2023 and pro forma data excludes purchase
accounting adjustments; Jumbo time deposits are defined as time deposits greater than $100 thousand 1) Deposit beta is calculated as the difference between the Q4 2021 and Q3 2023 deposit cost divided by 5.25%, or the change in the federal funds
rate between 1/1/2022 and 9/30/2023 10
Diversified Pro Forma Loan Portfolio Pro forma 1% 1% 1% 16% 11% 13% 14%
16% 10% 6% 7% $2.3B $1.7B $4.0B 9% loans loans loans 10% 13% 8% 55% 54% 55% CRE & Multi C&D Home Equity C&I Residential RE Other Yield on Loans: 5.78% Yield on Loans: 6.08% Yield on Loans: 5.91% Source: S&P Global Market
Intelligence; Loan data as of September 30, 2023 and pro forma data excludes purchase accounting adjustments 11
Enhances Wealth Management Offering $2.7B pro forma assets under
management CVLY $1.0B $2.7B ORRF Pro Forma AUM $1.7B 42% of pro forma non-interest income 1 Pro Forma Non-Interest Income Composition Combined company provides a full spectrum of wealth management, financial planning and Wealth Management brokerage
solutions and services 21% Service Charges & Fees 2% 42% Opportunity to gain market share in growth markets Mortgage Banking 36% Other Source: S&P Global Market Intelligence 1) Financial data for the 9 months ended September 30, 2023
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Thorough Reciprocal Due Diligence Process § Thorough management
review of all key functional areas Key Functions for both companies § Joint on-site management meetings provided Comprehensive understanding of shared cultural values and business due diligence functions Credit and Finance & § Rigorous
evaluation of each company’s risk management Underwriting Accounting process, compliance and internal controls and BSA/AML Commercial Wealth Banking Management § External review of loan portfolios, supplemented by internal credit risk
management teams providing Technology & Loan & supervision and validation of third-party analysis Cybersecurity Deposit Ops Deep dive § In-depth review of lending and credit: review of over 50% of both commercial loan portfolios with a
significant Retail Interest Rate in credit Banking Risk & ALM portion of the commercial credits over $5M reviewed § Detailed review of rating procedures and credit Legal & Human philosophy Compliance Resources § Combined team has a
track record of successful merger integrations Experienced § Three completed bank mergers since 2015 combined M&A teams § Key executives of ORRF and CVLY have extensive prior due diligence and merger integration experience
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Merger Overview • Merger of equals • Codorus Valley
Bancorp, Inc. to merge into Orrstown Financial Services, Inc.; Peoples Bank to merge into Orrstown Bank Merger structure • 100% stock consideration & consideration • 0.875x of a ORRF share for each CVLY share 1 • Implied price
per share of $21.31, or approximately $207 million in aggregate • Approximately 56% ORRF / 44% CVLY Ownership • Thomas Quinn, Jr. (ORRF) | President & CEO • Craig Kauffman (CVLY) | Chief Operating Officer Leadership •
Neelesh Kalani (ORRF) | Chief Financial Officer Management • Mr. Quinn will retire from his executive roles on or about June 1, 2025, with Mr. Kauffman succeeding him as President and Chief succession plans Executive Officer • 13
directors: 7 ORRF / 6 CVLY Board of • Chair: Joel Zullinger directors • Vice Chair: Rodney Messick • Holding company / bank: Orrstown Financial Services, Inc. / Orrstown Bank Brand and • Headquarters: Harrisburg, PA
headquarters • Operations center: York, PA Timing and • Anticipated closing in early Q3 2024 • Subject to ORRF and CVLY shareholder approvals and required regulatory approvals approvals 1) Based on ORRF’s market price of
$24.35 as of December 11, 2023 14
Key Merger Assumptions • All stock transaction Structural •
ORRF is the legal and accounting acquiror Elements • CVLY options exchanged for ORRF options • ORRF and CVLY earnings per share per street consensus estimates ─ ORRF: $0.82 in 2023Q4 | $2.93 in 2024 | $3.05 in 2025 Earnings ─
CVLY: $0.53 in 2023Q4 | $1.75 in 2024 | $2.00 in 2025 • One-time pre-tax merger expenses of approximately $27.5 million Merger Costs • Cost savings of approximately 18% of combined noninterest expense base & Synergies ─ 75%
phased-in for 2024 and 100% thereafter • Revenue synergies identified but not included in financial model • Gross credit mark of $14.2 million Loan Credit ─ Non-PCD loan credit mark: $8.5 million, accreted back into earnings over 4
years (straight-line) ─ PCD loan credit mark: $5.7 million Mark ─ Day-2 CECL reserve equal to $8.5 million 1 • After-tax negative AOCI of approximately $38.4 million is accreted back into earnings straight-line over 6 years AOCI
• Loan portfolio write-down of $76.2 million (amortized straight-line over 4 years) Interest • Time deposits write-down of $6.4 million (amortized straight-line over 2 years) Rate Marks • Trust preferred securities write-down of
$1.3 million (amortized straight-line over 10 years) (Pre-Tax) • Subordinated debt write-down of $2.6 million (amortized straight-line over 5 years) • $58.5 million core deposit intangible, amortized over 10 years sum-of-the-years digits
• 100% of restructuring charges realized at the close of the transaction Other • Pre-tax cost of cash of 5.0% and marginal tax rate of 21% 1) CVLY AOCI balance as of November 30, 2023 15
Pro Forma Financial Impact Financially compelling transaction with
significantly increased profitability 1 2 GAAP Metrics Non-GAAP Metrics GAAP Metrics (Excl. AOCI & Rate Marks) (Excl. CECL Day-2 Double Count) Earnings ~46% ~21% ~8% ~25% ~19% ~43% 2024E EPS 2025E EPS 2025E Cash EPS 2025E EPS 2024E Cash EPS
2024E EPS Impact 3 3 Accretion Accretion Accretion Accretion Accretion Accretion TBV (20.9%) 2.6 years (0.7%) 0.3 years (19.4%) 2.5 years 4 4 4 Dilution at Close Earnback Dilution at Close Earnback Dilution at Close Earnback Impact 6.8% 7.9% 8.4%
9.5% 6.9% 8.0% Leverage Ratio Leverage Ratio Leverage Ratio TCE / TA TCE / TA TCE / TA Pro Forma 5 Capital 11.8% 13.8% 11.8% 9.5% 11.5% 9.7% Tier 1 Ratio TRBC Ratio Tier 1 Ratio TRBC Ratio Tier 1 Ratio TRBC Ratio 1) Excludes the impact of purchase
accounting rate marks (AOCI, loans, time deposits, trust preferred and subordinated debt) 4) Tangible book value earnback calculated using the crossover method 2) Shown for illustrative purposes; Contemplates potential new FASB accounting
implementation 5) Pro forma capital ratios are estimated and shown at the transaction close 16 3) Cash EPS accretion also excludes CDI and CECL amortization
Top-Tier Pro Forma Profitability 1 2 2025 Estimated Profitability: Pro
Forma Company vs. Peers Return on Average Assets Pro Forma Return on Average Equity Pro Forma Efficiency Ratio Pro Forma Source: S&P Global Market Intelligence 1) Pro forma company estimates based on consensus street estimates for ORRF and CVLY,
assumed cost savings and purchase accounting adjustments 17 2) Peer group includes public banks headquartered in the Mid-Atlantic with total assets between $4.0B and $10.0B; ORRF, CVLY and peer profitability data based on consensus street
estimates
Potential for Significant Shareholder Value Creation 1 Pro Forma Peers
2025 Estimated Median Top Quartile 2 3 Profitability 2025E GAAP 2025E Cash ROAA 1.50% 1.29% 0.88% 0.92% ROAE 16.3% 14.0% 8.9% 10.4% Net interest margin 4.04% 3.55% 3.01% 3.40% Efficiency ratio 49.5% 55.0% 62.8% 55.9% Fee income / revenue 17.9% 19.9%
11.8% 19.2% Implied Trading Multiples 4 Price / 2025 EPS 5.5x 6.4x 9.3x 10.1x Trading multiple 71% 85% differential to GAAP Source: S&P Global Market Intelligence; Market data as of December 11, 2023 // 1) Peer group includes public banks
headquartered in the Mid-Atlantic with total assets between $4.0B and $10.0B; Peer data based on consensus street estimates // 2) Pro forma company estimates based on consensus street estimates for ORRF and CVLY, assumed cost savings and purchase
accounting adjustments // 3) Excludes the impact of purchase accounting rate marks (AOCI, loans, time deposits, trust preferred securities and 18 subordinated debt), CDI and CECL amortization (see appendix for pro forma reconciliation) // 4) The pro
forma price to earnings multiples are based on ORRF’s market price of $24.35 as of December 11, 2023
Merger Synergies & Profitability Acceleration Achievable Cost
Savings 2025E Noninterest Expense / Avg. Assets $25M in annual pre-tax cost savings identified • 18% of combined operating expense • Inclusive of incremental expenses ü Elimination of redundancies will enhance operating leverage
going 2025E Efficiency Ratio forward ü Both companies have experience in successful M&A integrations and a history of executing on cost savings initiatives Source: S&P Global Market Intelligence, FactSet Note 1: Peer group includes
public banks headquartered in the Mid-Atlantic with total assets between $4.0B and $10.0B 19 Note 2: Peer data based on consensus street estimates
Merger Benefits All Stakeholders ü Materially accretive to each
entity’s EPS, ROA and ROE ü Pro forma market capitalization enhances shareholder liquidity ü Significant upside for all shareholders with successful integration, execution and delivery of estimated Shareholders performance metrics +
ü Greater capabilities and expanded product suite ü Increased scale enables continued technology investment and client experience improvements Clientsü Increased lending capacity will support growth of the existing client base +
ü Aligned corporate culture and operational philosophy ü Balanced leadership composition will be inclusive of each team ü Greater scale provides additional career mobility for our combined employees Employees ü Strengthens our
ability to recruit and retain top-tier talent across our combined markets + ü Both banks have served their respective markets for over 100 years and will maintain their strong presence ü Contiguous branch networks ensure continued
involvement in and support of local communities Communityü Deep commitment to community banking business model 20
Appendix
Pro Forma Reconciliation Tangible Book Value Per Share Dilution 2025
Earnings Per Share Accretion Shares $ per GAAP Cash Diluted ($M) (M) share ($M) ($M) shares (M) Orrstown Financial Services, Inc. ORRF 2025E net income $31.7 $31.7 10.4 standalone TBV as of 9/30/23 $221.7 10.6 $20.89 CVLY 2025E net income 19.2 19.2
9.6 (+) net income to common 23.4 Combined net income to common $51.0 $51.0 (+) AOCI adjustment through 11/30/23 9.6 After-tax merger related adjustments (-) dividends (6.4) cost savings – fully phased in 22.0 22.0 (+) change in intangibles
0.6 amortization of CDI net of DTL (8.0) Standalone TBV @ close (6/30/24) $249.0 10.6 $23.46 opportunity cost of cash (0.9) (0.9) CECL non-PCD mark amortization 1.7 Closing adjustments and pro forma TBV loans – interest rate mark 15.0
Standalone ORRF TBV at close $249.0 10.6 $23.46 AOCI – AFS securities 6.4 (+) estimated standalone CVLY TBV 194.2 subordinated debt (0.4) (-) reversal of CVLY equity capital and intangibles (194.2) time deposits (2.5) (+) stock consideration
to CVLY 207.0 8.5 trust preferred (0.1) (-) goodwill and other intangibles created (77.0) Pro forma ORRF 2025E net income $84.2 $72.1 18.9 (-) ORRF after-tax deal charges (17.8) ORRF 2025E standalone EPS $3.05 $3.05 (-) CECL double count on non-PCD
loans (6.7) Pro forma ORRF 2025E EPS $4.46 $3.81 Pro forma ORRF TBV @ close $354.4 19.1 $18.56 $ accretion to ORRF $1.41 $0.76 ($4.91) $ dilution to ORRF % accretion to ORRF 46.1% 25.0% % dilution to ORRF (20.9%) Source: S&P Global Market
Intelligence, Company filings; ORRF and CVLY 2025 net income based on street consensus estimates 22
v3.23.3
Document and Entity Information
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Dec. 12, 2023 |
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ORRSTOWN FINANCIAL SERVICES INC
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PA
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| Entity File Number |
001-34292
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23-2530374
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77 East King Street
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Shippensburg
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Orrstown Financial Services, Inc. is filing this Amendment No. 1 to Form 8-K (this “Amendment”) to amend its Current Report on Form 8-K filed on December 12, 2023 (the “Form 8-K”) with the Securities and Exchange Commission (the “Commission”). The purpose of this Amendment is to re-furnish certain information furnished as Exhibit 99.2 to the Form 8-K, as a formatting error caused some of its text to be missing or illegible. The information furnished herewith as Exhibit 99.2 appears with improved formatting, and includes previously missing information, but is otherwise identical to the information that was previously furnished. Other than the replacement of Exhibit 99.2 of the Form 8-K, all Items of the Form 8-K are unaffected by this Amendment and such Items have not been included herein. This Amendment speaks as of the initial filing date of the Form 8-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the Form 8-K.
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