Boutique Lesson for Big Law Firms: Rip Off the Tech Band-Aid

https://www.law.com/thelegalintelligencer/2018/08/08/boutique-lesson-for-big-law-firms-rip-off-the-tech-band-aid/

FOR IMMEDIATE RELEASE

Mid Penn Bancorp, Inc. Completes Acquisition of First Priority Financial Corp.

MILLERSBURG, Pa. (Aug. 1, 2018) (GLOBE NEWSWIRE) – Mid Penn Bancorp, Inc. (“Mid Penn”) (NASDAQ: MPB) today announced that its acquisition of First Priority Financial Corp. (“First Priority”) was completed after the close of business on July 31, 2018. In connection with the holding company merger, First Priority’s banking subsidiary, First Priority Bank, has been merged with and into Mid Penn’s subsidiary bank, Mid Penn Bank, and is now operating as “First Priority Bank, a Division of Mid Penn Bank.”

The all-stock transaction was valued at approximately $82 million and expands Mid Penn’s footprint into southeastern Pennsylvania, including Berks, Bucks, Chester and Montgomery counties. As a result of the merger, Mid Penn now operates a total of 37 retail locations in Pennsylvania. The consolidated assets of the combined company are valued at approximately $2 billion.

“We are pleased to welcome First Priority customers, shareholders and employees to Mid Penn Bank,” said Mid Penn President and CEO Rory G. Ritrievi. “As we introduce the Mid Penn brand of community banking to Berks County and the Delaware Valley, we are very focused on ensuring this transition is positive for all stakeholders. We believe our products, services and conveniences will be embraced by customers and the communities at large.”

Sandler O’Neill + Partners, L.P. served as financial advisor and Pillar+Aught served as legal advisor to Mid Penn in the transaction. Griffin Financial Group LLC acted as financial advisor and Stevens & Lee, P.C. acted as legal advisor to First Priority

About Mid Penn Bancorp, Inc.

Mid Penn Bancorp, Inc. (NASDAQ: MPB), headquartered in Millersburg, Pa., has been serving the community since 1868. Mid Penn has 37 retail locations in the state of Pennsylvania and total assets of approximately $2 billion. Its footprint includes Berks, Bucks, Chester, Cumberland, Dauphin, Fayette, Lancaster, Luzerne, Montgomery, Northumberland, Schuylkill and Westmoreland counties. The bank offers a comprehensive portfolio of products and services to meet the banking needs of the communities it serves. To learn more about Mid Penn Bank, visit www.midpennbank.com.

Safe Harbor for Forward-Looking Statements

This document may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to various risks, uncertainties and other factors. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following: difficulties and delays in integrating the business or fully realizing cost savings and other benefits; ineffectiveness of the company’s business strategy due to changes in current or future market conditions; the effects of competition, and of changes in laws and regulations, including industry consolidation and development of competing financial products and services; interest rate movements; changes in credit quality; inability to achieve other merger-related synergies; difficulties in integrating distinct business operations, including information technology difficulties; volatilities in the securities markets; and deteriorating economic conditions, and other risks and uncertainties, including those detailed in Mid Penn Bancorp, Inc.’s filings with the Securities and Exchange Commission (SEC).

FOR IMMEDIATE RELEASE

Brentwood Bank and Union Building and Loan Savings Bank to Merge

BETHEL PARK, Pa.–(July 19, 2018)— Mutual Holding Company of Western Pennsylvania, the holding company for Brentwood Bank (“Brentwood”), and Union Building and Loan Savings Bank (“Union”) have announced the execution of an agreement and plan of merger pursuant to which Union will be merged with and into Brentwood.

Following the merger, Union will operate as “Union Building and Loan, a division of Brentwood Bank” from its current location in West Bridgewater, Beaver County, Pennsylvania, where it has been serving local residents since 1893. All Union staff will be offered positions in the newly merged entity. One Union board member will join the Brentwood board, and an advisory board will be formed consisting of the other former Union trustees to ensure continuity and representation in this important suburban Pittsburgh market.

As of March 30, 2018, the Bethel Park, Pennsylvania-based Brentwood had assets of $619 million, and operates four branches in Pittsburgh’s South Hills. Union, also a Pennsylvania state-chartered savings bank, had assets of $33 million as of March 30, 2018. After the transaction is completed, the combined organization is projected to have over $650 million in assets and five branch locations.

The joint announcement was made today by Thomas Bailey, President and CEO of Brentwood, and Jamie Prah, CEO of Union.

Mr. Bailey stated “We are pleased to welcome the employees and customers of Union Building and Loan Savings Bank. Community banks play an important role in providing consumers with a choice in meeting their financial goals. The combination of our two banks will allow us together to extend the technology, delivery channels, and products and services to a broader customer group in the Beaver County market.”

Mr. Prah added “The combination of our two historic franchises will create more opportunities for our employees, provide increased products, services and delivery channels to our customers, and allow us to serve businesses in our current markets. Leveraging Brentwood’s scale for the benefit of our customers and prospective customers while maintaining our long-standing history in our markets were critical in our Board’s decision to affiliate with a like-minded community bank.”

The merger is subject to customary closing conditions and approvals, including receipt of regulatory approvals. It is anticipated that the transaction will close by the end of 2018.

The Kafafian Group, Inc. served as financial advisor and Luse Gorman, PC served as legal counsel to Brentwood. Pillar+Aught served as legal counsel to Union.

For more information about Brentwood Bank, please visit www.brentwoodbank.com.

For more information, please contact:

Kristy Reed, Brentwood Bank

Phone: 412-409-9000 x 219

Kreed@brentwoodbank.com

Pillar+Aught co-founder Todd Shill served as production counsel on four new television projects airing this Summer on the A&E, Animal Planet, and Bravo networks:

A&E specials “The Plot Against America” and “The Spy Who Raised Me”

Animal Planet’s new series “Extinct or Alive”

Bravo’s reality series “Your Husband Is Cheating On Us”

The shows were produced by Eric Evangelista, Shannon Evangelista, and New York City-based Hot Snakes Media.

Pillar+Aught Co-Founder and Principal Ken Rollins was quoted at length in a June 4, 2018 article published by S&P Global and titled “Lack of CEO-in-waiting a major issue for many CUs, industry attorney says.”

Ken presented on the topic of CEO succession planning at the Pennsylvania Credit Union Association’s 2018 annual convention on May 21^st at Nemacolin Woodlands Resort.

Among his key takeaways were:

approximately 1/3 of credit union’s do not currently have a succession plan;
the lack of a successor to the CEO position is a key driver in the decision to sell or merge a business, including a financial institution;
the development of a succession plan is a primary responsibility of the Board;
failure to plan can be attributed (at least in part) to the discomfort associated with planning for the incumbent’s departure;
a succession plan should consider both emergency and expected departures;
in-house talent should be identified and developed early in the process; and
external resources should be identified and considered.

Full Article (for subscribers only): http://platform.mi.spglobal.com/SNL.Services.Application.Common.Service/v1/client?#news/article?id=44699015&KeyProductLinkType=4

For Immediate Release

Mid Penn Bancorp, Inc. Receives Regulatory Approvals for First Priority Merger

MILLERSBURG, Pa. (May 31, 2018) (GLOBE NEWSWIRE) – Mid Penn Bancorp, Inc. (“Mid Penn”) (NASDAQ: MPB) and First Priority Financial Corp. (“First Priority”) (OTCQX: FPBK) announced today that they have received all required approvals from the applicable bank regulatory agencies to complete their proposed merger. Pending receipt of approval from shareholders of Mid Penn and First Priority, Mid Penn intends to close the transaction in the third quarter of 2018.

Following completion of the merger, First Priority Bank will be merged with and into Mid Penn Bank and will operate as “First Priority Bank, a division of Mid Penn Bank.”

“With this merger, we look forward to expanding into the Delaware Valley and Berks County, which will allow us to continue to spread our brand of community banking across the state of Pennsylvania,” said Mid Penn President and CEO Rory G. Ritrievi. “As Mid Penn and First Priority work collectively to ensure the merger is seamless, we believe our partnership will provide an attractive set of products and services to customers and a meaningful financial return to shareholders.”

The merger will expand Mid Penn’s footprint into the desirable demographic markets of southeastern Pennsylvania, including Chester, Berks, Montgomery and Bucks counties. Mid Penn, on a pro forma basis following completion of the merger, will have over $2 billion in assets.

Sandler O’Neill + Partners, L.P. served as financial advisor and Pillar+Aught served as legal

advisor to Mid Penn in the transaction. Griffin Financial Group LLC acted as financial advisor and Stevens & Lee, P.C. acted as legal advisor to First Priority.

About Mid Penn Bancorp, Inc.

Mid Penn Bancorp, Inc. (NASDAQ: MPB), headquartered in Millersburg, Pa., has been serving the community since 1868. Mid Penn has 29 retail locations in the state of Pennsylvania and total assets of approximately $1.4 billion. Its footprint includes Cumberland, Dauphin, Fayette, Lancaster, Luzerne, Northumberland, Schuylkill and Westmoreland counties. The bank offers a comprehensive portfolio of products and services to meet the banking needs of the communities it serves. To learn more about Mid Penn Bank, visit www.midpennbank.com.

About First Priority Financial Corp.

First Priority Financial Corp. has total assets of approximately $615 million. Headquartered in Malvern, Pa., First Priority provides personal banking, business banking and wealth management services through its seven locations in Chester, Berks, Montgomery and Bucks counties. Additional information is available through the bank’s website at www.fpbk.com.

Important Additional Information and Where to Find It

The proposed transaction will be submitted to the shareholders of First Priority and Mid Penn for their consideration and approval. In connection with the proposed transaction, Mid Penn has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, which includes a joint proxy statement/prospectus and other relevant documents to be distributed to the shareholders of Mid Penn and First Priority. Investors are urged to read the registration statement and the joint proxy statement/prospectus regarding the proposed transaction and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. Investors will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about Mid Penn and First Priority, free of charge from the SEC’s Internet site (www.sec.gov), or by contacting Mid Penn Bancorp, Inc., 349 Union Street, Millersburg, Pennsylvania 17061, attention: Investor Relations (telephone (717) 692-7105); or First Priority Financial Corp., 2 West Liberty Boulevard, Suite 104, Malvern, Pennsylvania 19355, attention: Investor Relations (telephone (610) 280-7100). INVESTORS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS TO BE FILED WITH THE SEC CAREFULLY BEFORE MAKING A DECISION CONCERNING THE TRANSACTION.

Mid Penn, First Priority and their respective directors, executive officers, and certain other members of management and employees may be soliciting proxies from Mid Penn and First Priority shareholders in favor of the transaction. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Mid Penn and First Priority shareholders in connection with the proposed transaction will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about Mid Penn’s executive officers and directors in its most recent proxy statement filed with the SEC, which is available at the SEC’s Internet site (www.sec.gov). Information about First Priority’s executive officers and directors is set forth in its most recent annual report on Form 10-

K filed with the SEC, which is available at the SEC’s Internet site. You can also obtain free copies of these documents from Mid Penn or First Priority, as appropriate, using the contact information above.

This document is not an offer to sell shares of Mid Penn’s securities which may be issued in the proposed transaction. Such securities are offered only by means of the joint proxy statement/prospectus referred to above.

Safe Harbor for Forward-Looking Statements

This document may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to various risks, uncertainties and other factors. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following: the continued effectiveness of regulatory approvals and the satisfaction of other closing conditions to the merger, including approval by shareholders of Mid Penn and First Priority; the timing of closing the merger; difficulties and delays in integrating the business or fully realizing cost savings and other benefits; ineffectiveness of the company’s business strategy due to changes in current or future market conditions; the effects of competition, and of changes in laws and regulations, including industry consolidation and development of competing financial products and services; interest rate movements; changes in credit quality; inability to achieve other merger-related synergies; difficulties in integrating distinct business operations, including information technology difficulties; volatilities in the securities markets; and deteriorating economic conditions, and other risks and uncertainties, including those detailed in Mid Penn Bancorp, Inc.’s and First Priority Financial Corp.’s filings with the Securities and Exchange Commission (SEC).

# # #

Pillar+Aught was selected to serve as legal counsel to the Susquehanna Area Regional Airport Authority (SARAA). SARAA is the owner and operator of the Harrisburg International Airport as well as other regional airports in Central Pennsylvania.

Pillar+Aught was chosen following a competitive selection process and submitted its proposal in conjunction with Post & Schell and its Principal Michael W. Winfield. Pillar+Aught attorneys Kevin M. Gold and Angela McGowan will be the primary attorneys providing advice and counsel to SARAA on matters including labor and employment law and real estate.

We are proud to announce that Pillar+Aught co-founder Lindsey Snavely was selected by the Central Penn Business Journal to receive a 2018 Women of Influence Award. The Women of Influence Awards honor established business leaders with proven track records of community service and business accomplishments. These women influence others through their personal successes and achievements.

Honorees are selected by a panel of independent judges. They chose the honorees based on five categories: career accomplishments, leadership, personal/business vision, community service and mentoring. Three women were also selected for three distinct special awards.

Lindsey will be honored, along with the other award recipients, on June 18. For more information, please visit www.cpbj.com/section/Women-of-Influence-Awards

Kate Deringer Sallie, a principal at Pillar+Aught, was presented with the 2018 Recognition of Excellence Champion for Women Award in the affiliate member category. This award, presented by the PA Bankers Association, recognizes a seasoned male or female professional at a PA Bankers’ Affiliate Member, who through personal commitment, application and dedication, continuously promotes and inspires women in the workplace to reach their full potential; has the ability and interest in training, developing, mentoring and coaching women; and is invested in others, celebrates success in others and fosters growth to the fullest potential.

FOR IMMEDIATE RELEASE

Mid Penn Bancorp, Inc. and First Priority Financial Corp. Announce Agreement to Merge

MILLERSBURG, Pa. (Jan. 16, 2018) (GLOBE NEWSWIRE) – Mid Penn Bancorp, Inc. (“Mid Penn”) (NASDAQ: MPB), headquartered in Millersburg, Pennsylvania, and First Priority Financial Corp. (“First Priority”) (OTCQX: FPBK), headquartered in Malvern, Pennsylvania, today jointly announced the signing of a definitive merger agreement pursuant to which Mid

Penn will acquire First Priority in an all-stock transaction valued at approximately $82 million based upon Mid Penn’s 20-day volume weighted average price of $33.71 as of January 12, 2018. The merger, unanimously approved by both boards of directors, will expand Mid Penn’s footprint into the attractive demographic markets of southeastern Pennsylvania, including Chester, Berks, Montgomery and Bucks counties, creating a community banking franchise with approximately $2.2 billion in assets, $1.8 billion in deposits and $1.6 billion in loans.

Under the terms of the merger agreement, shareholders of First Priority common stock will receive 0.3481 shares of Mid Penn common stock for each share of First Priority common stock they own. All options to purchase First Priority common stock will be cashed out upon completion of the merger.

“We are pleased to be partnering with First Priority which, much like Mid Penn, has developed a reputation for providing excellent service and customized solutions to its customers,” said Mid Penn President and CEO Rory G. Ritrievi. “This merger provides us with the opportunity to expand into several new and dynamic markets while also bringing on board a number of well-respected, talented employees from all areas of the bank. It also provides an attractive financial return to both sets of shareholders. We look forward to continuing our development of a statewide presence, and inviting customers throughout southeastern Pennsylvania to experience the Mid Penn brand of community banking.”

“At First Priority Bank, we are very focused on providing our customers with exceptional service and our shareholders with a meaningful return on their investment,” said First Priority Chairman and CEO David E. Sparks. “Mid Penn is an ideal partner for First Priority, one with a strategic focus on their customers, employees, shareholders and community. This partnership will enable us to provide even more value to these constituencies. We are very pleased to announce this merger and look forward to being a part of Mid Penn’s growing footprint.”

The transaction is expected to be accretive to earnings per share with a tangible book value dilution earn back in under 3 years.

Subject to customary closing conditions, including the receipt of regulatory and shareholder approvals, the merger is expected to close in the third quarter of 2018. Following completion of the merger, First Priority Bank will be merged with and into Mid Penn Bank and will operate as “First Priority Bank, a division of Mid Penn Bank.” Four First Priority Directors will join the boards of Mid Penn and Mid Penn Bank, including David E. Sparks, who will lead the First Priority division and have an active leadership role in the combined company as Chief Strategic Advisor.

Important Additional Information and Where to Find It

Form S-4, which will include a joint proxy statement/prospectus and other relevant documents to be distributed to the shareholders of Mid Penn and First Priority. Investors are urged to read the registration statement and the joint proxy statement/prospectus regarding the proposed transaction when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. Investors will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about Mid Penn and First Priority, free of charge from the SEC’s Internet site (www.sec.gov), or by contacting Mid Penn Bancorp, Inc., 349

Union Street, Millersburg, Pennsylvania 17061, attention: Investor Relations (telephone (717)692-7105); or First Priority Financial Corp., 2 West Liberty Boulevard, Suite 104, Malvern,Pennsylvania 19355, attention: Investor Relations (telephone (610) 280-7100). INVESTORS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS TO BE FILED WITH THE SEC CAREFULLY BEFORE MAKING A DECISION CONCERNING THE TRANSACTION.

First Priority shareholders in connection with the proposed transaction will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about Mid Penn’s executive officers and directors in its most recent proxy statement filed with the SEC, which is available at the SEC’s Internet site (www.sec.gov). Information about First

Priority’s executive officers and directors is set forth in its most recent annual report on Form 10-K filed with the SEC, which is available at the SEC’s Internet site. You can also obtain free copies of these documents from Mid Penn or First Priority, as appropriate, using the contact information above.

About Mid Penn Bancorp, Inc.

Mid Penn Bancorp, Inc. (NASDAQ: MPB), headquartered in Millersburg, Pa., has been serving the community since 1868. Mid Penn has 29 retail locations in the state of Pennsylvania. Its footprint includes Cumberland, Dauphin, Fayette, Lancaster, Luzerne, Northumberland, Schuylkill and Westmoreland counties. The bank offers a comprehensive portfolio of products and services to meet the banking needs of the communities it serves. To learn more about Mid Penn Bank, visit www.midpennbank.com.

About First Priority Financial Corp.

First Priority Financial Corp. has total assets of approximately $610 million. Headquartered in Malvern, Pa., First Priority provides personal banking, business banking and wealth management services through its seven locations in Chester, Berks, Montgomery and Bucks counties. Additional information is available through the bank’s website at www.fpbk.com.

Safe Harbor for Forward-Looking Statements

This document may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to various risks, uncertainties and other factors. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following: the ability to obtain regulatory approvals and satisfy other closing conditions to the merger, including approval by shareholders of Mid Penn and First Priority; the timing of closing the merger; difficulties and delays in integrating the business or fully realizing cost savings and other benefits; ineffectiveness of the company’s business strategy due to changes in current or future market conditions; the effects of competition, and of changes in laws and regulations, including industry consolidation and development of competing financial products and services; interest rate movements; changes in credit quality; inability to achieve other merger-related synergies; difficulties in integrating distinct business operations, including information technology difficulties; volatilities in the securities markets; and deteriorating economic conditions, and other risks and uncertainties, including those detailed in Mid Penn Bancorp, Inc.’s and First Priority Financial Corp.’s filings with the Securities and Exchange Commission (SEC).