2012 - Middlefield Banc - CR

Private Investor Acquires 9.99% of Middlefield Banc Corp. in Stock Purchase

THE TRANSACTION

Middlefield Banc Corp. (“Middlefield”) has announced it has entered into a Stock Purchase Agreement, as amended (“SPA”), with Bank Opportunity Fund or its affiliates to purchase ownership up to 24.99% of Middlefield’s stock in three stages: (1) ownership of 4.99%, which occurred with the purchase by a Bank Opportunity Fund affiliate (Mr. Eric D. Hovde) of 93,050 shares at $16.00 per share on April 17, 2012, (2) ownership of 9.99%, which occurred on April 30, 2012 with the purchase of 103,585 additional shares by Mr. Hovde at $16.00 per share, and (3) assuming stockholder approval is obtained under the Ohio Control Share Acquisition Act, ownership of 24.99%, with the purchase of an estimated 393,600 shares at $17.00 per share by Bank Opportunity Fund, to occur on or before July 31, 2012 – subject to both shareholder and regulatory approval. Subject to regulatory approval, Bank Opportunity Fund would also be entitled to designate one director for service on the board of Middlefield and each of its subsidiary banks.

Our Client

MIDDLEFIELD BANC CORP.

Middlefield Banc Corp., headquartered in Middlefield, Ohio is a multi-bank holding company with total assets of $657.9 million as of March 31, 2012. The company's lead bank, The Middlefield Banking Company, operates full service banking centers and a LPL Financial brokerage office serving Chardon, Cortland, Garrettsville, Mantua, Middlefield, Newbury, and Orwell. The company also serves the central Ohio market through its Emerald Bank subsidiary, with offices in Dublin and Westerville, Ohio.

Transaction Partner

BANK OPPORTUNITY FUND LLC

Bank Opportunity Advisors LLC and Bank Opportunity Fund LLC were founded by Eric D. Hovde and his associates (“Hovde”) to create partnerships and invest partner private equity within the financial services industry. Since 1994, Hovde's private equity practice has grown significantly to comprise equity investments in various community banks and thrifts and specialty finance companies.

CONTACT

Managing Director
Financial Institutions
Managing Director
Financial Institutions