Sugar Creek Financial Corp., the holding company for Tempo Bank in Clinton County, and Scott Credit Union jointly announced today that Sugar Creek, Tempo Bank and Scott Credit Union have signed an agreement whereby Scott Credit Union will purchase substantially all of the assets and assume substantially all the liabilities of Tempo Bank in an all-cash transaction.
Scott Credit Union has agreed to pay Tempo Bank $14.25 million in cash as consideration in the P&A transaction, subject to dollar-for-dollar reduction if Tempo Bank’s total equity at closing as calculated as provided for in the purchase and assumption agreement is below $10.194 million.
Sugar Creek and Tempo Bank have the right to terminate the purchase and assumption agreement if the aggregate cash consideration is less $9.425 million.
Following the completion of the P&A transaction and after all of the respective obligations of Sugar Creek and Tempo Bank (including settlement of the liquidation accounts maintained by Sugar Creek and Tempo Bank) are settled or otherwise accounted for, Tempo Bank will liquidate and distribute its remaining assets to Sugar Creek and then Sugar Creek will dissolve and distribute its remaining assets to its stockholders.
Sugar Creek’s stockholders are currently estimated to receive in the dissolution between $14.50 and $16.50 in cash in exchange for each share of Sugar Creek common stock owned. Currently, Sugar Creek has 790,701 shares of common stock outstanding. The per share consideration is subject to significant variation based on various factors including Tempo Bank’s ability to meet the minimum equity value at the closing of the P&A transaction; the regulatory treatment of and costs associated with the liquidation accounts; the amount of cash held by Sugar Creek at the closing of the dissolution; costs related to the termination of Tempo Bank’s defined benefit retirement plan; costs related to the ...
