Juniata Valley Financial Corp. to acquire Liverpool Community Bank

Company Release – December 29, 2017

MIFFLINTOWN, Pa.–(BUSINESS WIRE)—Juniata Valley Financial Corp. (“Juniata”) (OTC Pink: JUVF), the bank holding company of The Juniata Valley Bank (“JVB”), and Liverpool Community Bank (“Liverpool”), have announced the execution of an agreement and plan of merger pursuant to which Juniata will acquire the remaining 60.8% of outstanding shares of common stock of Liverpool that Juniata does not currently own, in a stock and cash transaction.

Under the merger agreement, Liverpool will be merged into JVB and Liverpool shareholders may elect to receive, in exchange for each share of Liverpool common stock they own, either cash of $4,050 or 202.6286 shares of Juniata common stock, subject to election and allocation procedures designed to result in the aggregate cash merger consideration representing between 15% and 20% of the total merger consideration issued in the transaction. Further, in addition to dividends paid in the ordinary course of business prior to closing, and provided certain conditions are met, Liverpool expects to pay a special cash dividend of $32.26 per share immediately prior to the closing. The transaction is valued at approximately $12.6 million.

As of September 30, 2017, Juniata had consolidated assets of $599.6 million. Juniata’s wholly-owned banking subsidiary, JVB, is a Pennsylvania state-chartered bank headquartered in Mifflintown, Pennsylvania, which operates 15 community bank offices in the counties of Juniata, Mifflin, Perry, Huntingdon, McKean and Potter. Liverpool, also a Pennsylvania state-chartered bank, had assets of $46.4 million as of September 30, 2017 and operates one community bank office in Liverpool in Perry County. After the transaction is completed, the combined organization is projected to have over $650 million in assets and 16 banking locations.

Following the merger, the former office of Liverpool will operate as the Liverpool Community Banking Office of The Juniata Valley Bank.

The joint announcement was made today by Marcie A. Barber, President and CEO of Juniata, and Robert L. Holmes, President and Chairman of the Board of Directors of Liverpool.

Ms. Barber stated “We are pleased to welcome the employees of Liverpool Community Bank to the Juniata team. The combination of our two banks will allow us together to extend Juniata’s strong offering of banking and wealth management products and services to a broader customer group in the Perry County market.”

Mr. Holmes added “The combination of our two historic franchises will create more opportunities for our employees and provide increased value and liquidity to our shareholders. The banks share a culture of providing unparalleled customer service to our loyal community banking customers and I am excited to introduce our customers to Juniata’s broader range of financial products and services.”

The transaction is expected to be accretive to earnings. The merger is subject to customary closing conditions enumerated in the merger agreement, including receipt of regulatory approvals and the approval of Liverpool’s shareholders. It is anticipated that the transaction will close in the first half of 2018.

Sandler O’Neill + Partners, LP served as financial advisor and Barley Snyder LLP served as legal counsel to Juniata. The Kafafian Group, Inc. served as financial advisor and provided a fairness opinion on the transaction to Liverpool. Pillar+Aught served as legal counsel to Liverpool.

Additional information regarding the merger terms will be set forth in Juniata’s Current Report on Form 8-K regarding the transaction that will be filed with the Securities and Exchange Commission (the “SEC”), which should be reviewed in conjunction with this press release.

Safe Harbor Statement: Except for historical information contained herein, the matters discussed in this release are forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, the ability to achieve anticipated merger related operational efficiencies, the ability to enhance revenues through increased market penetration, expanded lending capacity and product offerings and other risks detailed from time to time in Juniata’s SEC filings, including Forms 10-Q and 10-K (copies of which are available from Juniata without charge in hard copy or online at www.sec.gov). Juniata and Liverpool disclaim any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Liverpool and its officers and directors may be deemed to be participants in the solicitation of proxies from Liverpool’s shareholders with respect to the transactions contemplated by the merger agreement.

Additional Information and Where to Find It: It is expected that Juniata will file a Registration Statement on Form S-4 with the SEC in connection with the merger, which will include a Proxy Statement/Prospectus to be distributed to shareholders of Liverpool. Investors and security holders are urged to read the Registration Statement and the Proxy Statement/Prospectus carefully when they are available. The Registration Statement and the Proxy Statement/Prospectus will contain important information about Juniata, Liverpool, the merger, the persons soliciting proxies relating to the merger and their interests in the merger, and other related matters. Investors and security holders will be able to obtain free copies of these documents through the website maintained by the SEC at http://www.sec.gov. Free copies of the Proxy Statement/Prospectus and these other documents may also be obtained from Juniata by directing a request to Danyelle Pannebaker at (717) 436-8211 or from Liverpool by directing a request to Jan Gibboney, Chief Executive Officer, at 104 North Front St., Liverpool, Pennsylvania 17045-0600, or by calling (717) 444-3714.

In addition to the Registration Statement and the Proxy Statement/Prospectus, Juniata files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information at the SEC public reference room in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Juniata’s filings with the SEC are also available to the public from commercial document-retrieval services and at the web site maintained by the SEC at http://www.sec.gov.

Pillar+Aught Principal Kevin Gold’s article “Key Aspects of Cybersecurity Awareness Training” appears in the November 2017 edition of the PA Association of Community Bankers’ Transactions Magazine.

PACB Transactions Magazine November 2017

FOR IMMEDIATE RELEASE

October 4, 2017 (Harrisburg, PA) – Pillar+Aught announced today that it will proudly support the 2017-18 Hershey Bears through a full season in-arena sponsorship. Beginning with the Bears’ home opener on October 14, Pillar+Aught will sponsor the fan-favorite “Power Play,” when at least one player is served a penalty and must report to the penalty box, giving the opposing team the advantage of having more players on the ice.

“Many of us are hockey fans, we root for the Bears, and we’re proud to support a team that’s important to the economy and vitality of the sports and culture of our region,” said Todd Shill, co-founder and partner at Pillar+Aught.

As part of its sports and entertainment law practice, Pillar+Aught represents professional athletes and coaches, including members of the Bears, as well as NFL players, television and film production companies, national recording artists, screenwriters, authors, and television and radio personalities.

Pillar+Aught co-founders launched the full service firm earlier this year with the goal of changing the traditional law firm experience with a team approach and unique pricing options for clients. The firm’s progressive approach has attracted clients not only in sports and entertainment, but in the rest of its personal and commercial practice areas as well.

“Pillar+Aught is, in many ways, just like a sports team. Our 11 lawyers are extremely collaborative and recognize that it is about the team, not just individual lawyers who happen to practice law under one roof,” said Shill. “This is symbolic for us in many ways – we look forward to a great season with the Bears.”

For more information, visit www.pillaraught.com.

Media contact:

Amanda Martin Owens, amanda@agencybbm.com

Conflicting decisions on pipelines frustrate industry, landowners

AUDIO

SEPTEMBER 18, 2017 | 5:03 PM

MARIE CUSICK / STATEIMPACT PENNSYLVANIA

Hundreds of Cathy Holleran’s maple trees were cut down, through the use of eminent domain, for an interstate natural gas pipeline that’s now stalled.

In March 2016, workers for one of the nation’s largest natural gas pipeline companies cut down a large swath of maple trees in Susquehanna County–a rural patch of northeastern Pennsylvania. A video shot by an activist shows the trees crashing down as chainsaws buzz.

Cathy Holleran was powerless to stop it. At the time, she was tapping the trees for her family’s maple syrup business, but the pipeline company condemned her land using the power of eminent domain.

Armed U.S. Marshals

Driving around a year-and-a half later, she’s still in disbelief. A court order had prevented her from interfering, and law enforcement officers came to protect the pipeline workers.

“We had to stay completely away. They brought armed U.S. Marshals with assault rifles and Pennsylvania State Police, and had guys walking all over property in bullet proof vests,” Holleran recalls. “I mean, really! We’re making syrup. What are we going to do? Are we going to go attack these guys?”

Walking through her property on a recent soggy September afternoon, Holleran finds tree stumps hidden beneath shoulder-high weeds.

“This used to all be woods– as thick as that,” she says, gesturing to a cluster of remaining trees.

By her count, she lost more than 550 maples, “I went through with my camera and took pictures from every angle and counted them by hand to make sure I was accurate.”

She says her family’s maple syrup business has been cut in half. But the real shame of it all, Holleran adds, is this may all have been for nothing.

The Constitution Pipeline was supposed to emanate from northeastern Pennsylvania, and run 121 miles through New York State. Federal regulators gave their blessing to the project. So did Pennsylvania regulators. But New York State (whose border is about 20 miles from Holleran’s land) refused to grant a necessary water permit.

The pipeline company, Williams, sued, but a federal court recently sided with New York. Holleran says she’d warned the company of this possibility.

“All along we kept saying, ‘You might not get through New York. You might not get your permits. You’re gonna come through here and cut our land?’”

Williams spokesman, Chris Stockton, says at the time the company was working with New York’s Department of Environmental Conservation, and the permit was advancing.

“We were addressing their concerns as they came up,” he says. “We had no reason to think we would not receive that permit. We were playing by the rules and doing everything we needed to do.”

‘The rules of the game have changed’

“What happened with the Constitution was a surprise,” says Fred Lowther, a partner with the law firm Blank Rome, who’s represented major oil and gas pipeline companies.

It reminds him of another ruling, about a decade ago, when the industry ran into a similar problem: a state killed a federally-approved pipeline. The Islander East project was supposed to run from Connecticut, under Long Island Sound. But Connecticut wouldn’t give it a water quality certificate, claiming it would damage nearly 600 acres of clam beds. And when the pipeline companies sued, a federal court sided with the state.

“It caused quite a stir in the industry,” Lowther says of the ruling. “Because the intention was not to give states the veto power over a federally-approved project, but to give them a say in how the project was shaped.”

History appears to be repeating itself with the Constitution Pipeline. Lowther says pipeline companies will likely be more cautious.

“I think going forward, people will be very careful before they authorize either the taking of land or the clearing of right of way,” he says.

It has long been assumed by the pipeline industry that once their projects get approval from the Federal Energy Regulatory Commission (FERC) the state permits fall into place.

“Historically, that has not been a problem,” says Mark Robinson, a gas industry consultant who used to work at FERC. ”We’re kinda in a new arena now. The rules of the game have changed a little bit.”

In a surprise move earlier this month, West Virginia environmental regulators rescinded a water certificate for another federally-authorized natural gas pipeline. Robinson warns states shouldn’t be able to unilaterally reject important, interstate projects.“I imagine you’ll see significant pushback from the pipeline industry,” he says.

Last week FERC overruled New York environmental regulators in their denial of a water permit to another pipeline, saying the state had taken too long with its review and thus “waived” its authority.

Landowners often find themselves with few options. Angela McGowan is an attorney for the Harrisburg for the firm, Pillar Aught. She’s represented property owners dealing with other new pipelines in Pennsylvania, and says the industry generally has the upper hand—they just have to pay the people whose land their taking.

Eminent domain occurs in a sort of vacuum, she explains. The law doesn’t consider whether a pipeline company has all its permits in hand– the i’s dotted and the t’s crossed.

“The eminent domain code basically just says you’ve got to prove you have the power,” says McGowan. “Once you do that, it’s just about what the ‘just compensation’ is.”

But Cathy Holleran is waiting for answers. She and the company are still in court and haven’t agreed on how much she should be paid.

“I can’t even tell you the amount of stress, personally, this has put us through,” she says.

The conflicting decisions from the state of New York and the federal government have left her with heaps of rotting maple trees strewn across her property.

August 26, 2017

“Central Pa. Firms Aim to Seize on Cry for More AFAs,” by Lizzy McLellan.

August 25, 2017

“Gender Gap Perists in Private Practice,” by Jennifer Wentz.

August 2, 2017

“Pillar+Aught Grows with Two More Rhoads & Sinon Defectors,” by Lizzy McLellan.

Angela McGowan, left, and Steve Moniak, right.

Pillar + Aught, the Harrisburg firm that launched earlier this year vowing to embrace a startup sensibility, is growing in more ways than one, bringing on two new lawyers and expanding its office space.

The firm recently added two more lawyers from its founding partners’ former firm. Angela McGowan, who started at Pillar + Aught last week, will lead its real estate practice. Commercial litigator Steve Moniak also joined the firm in April, adding to its financial institutions practice.

Both had been partners at Rhoads & Sinon, which was home to Pillar + Aught’s nine founding partners before they left in February to start their new venture. McGowan and Moniak are classified as of counsel at their new firm, but co-founding partner Todd Shill explained that the lawyer titles mainly only designate who owns equity in the firm. Any of the firm’s lawyers can make an equity investment and become a principal if they see that as mutually beneficial, he said.

“When we designed this, we wanted to break a lot of the traditional model,” Shill said.

Part of that has included creating a collaborative, open work space within its office. Thanks to that set-up, along with a greater reliance on technology instead of paper, the firm was able to spend less on its office space. The partners’ existing clients followed them to the new firm, Shill said, and they have been able to attract more business since opening because of their lower overhead.

“Lawyers are struggling with that rate pressure, that overhead pressure. When you relieve it, it’s amazing what you can do,” Shill said.

So it may come as a surprise that Pillar + Aught has just added 4,000 square feet to its office. But that space will largely be used as a facility for client training, which clients can also use for events. The cost is nominal per lawyer, Shill said, and saves the firm money it might spend to rent hotel space for training events.

McGowan said she is impressed with the firm’s progress in six months, and its ability to attract and retain clients. She was out on maternity leave when her former partners left Rhoads & Sinon, so she waited until recently to join them. She said her clients have reacted positively to her plans.

“I’m very attracted to the new approach to the practice of law, being a lot more collaborative and a lot more of a team approach,” McGowan said. “This is where the business world is going.”

The firm now has 11 lawyers. Shill said he thinks its model is sustainable as the firm grows, as long as it does so responsibly and continues to leverage technology.

Lizzy McLellan writes about the Pennsylvania legal community and the business of law at firms of all sizes. Contact her at lmclellan@alm.com. On Twitter: @LizzyMcLellTLI

July 31, 2017

“Law Firm Pillar+Aught Expands Office Space, Attorney Roster,” by Jennifer Wentz.

FOR IMMEDIATE RELEASE

PILLAR+AUGHT ADDS REAL ESTATE ATTORNEY & COMMERCIAL LITIGATOR TO GROWING HARRISBURG OFFICE

Harrisburg, Pennsylvania (July 28, 2017) — Progressive law firm Pillar+Aught today announced the addition of two seasoned attorneys, along with the rapid physical expansion of its Harrisburg office. Angela McGowan joined the firm today and will lead Pillar+Aught’s real estate practice. She and fellow newcomer, Steve Moniak, a commercial litigation specialist, will both also contribute to Pillar+Aught’s burgeoning financial institutions practice.

Angela will focus on representing business clients in the negotiation and execution of real estate transactions, bringing with her over a decade of experience in the purchasing, development and leasing of real estate. She also has significant experience in the oil and gas industry, having represented owners, operators, and landowners in the negotiation of pipeline easements, as well as leasing, acquisition, and zoning issues. A 2017 Central Penn Business Journal “40 Under 40” winner and a 2016 “Women of Influence” winner, Angela has been consistently recognized for her leadership within the legal profession and the community.

Steve joins Pillar+Aught bringing two decades of experience litigating a wide variety of cases related to business litigation, employment and labor, intellectual property and technology, appellate, and insurance law. He has also served as local counsel and special counsel. His litigation expertise has been instrumental in resolving significant cases— ranging from commercial breach of contract cases to complex multi-million dollar corporate disputes to claims brought by the U.S. Department of Labor.

Both attorneys fully embrace the progressive approach for which Pillar+Aught has quickly become known. The full service law firm launched this past February with the goal of changing the traditional law firm experience with a team approach and unique pricing options for clients.

“Angela and Steve are a perfect fit for our team,” said Todd Shill, co-founder and principal at Pillar+Aught. “We’ve been humbled and energized by the support of our clients since starting the firm. We’re enjoying consistent growth by continuing to provide our clients with unrivaled expertise in our practice areas, cutting edge technology, and ultra responsive service. Angela and Steve enable us to offer even more depth and greater expertise, particularly to our business clients.”

To support its expansion, the firm leased an additional 4,000 square feet to provide office space for the new attorneys, additional support staff, and new training facility for its clients — all of which is being designed within Pillar+Aught’s industry-leading collaborative workspace model. “Our team is fortunate to have a lot of exciting work for a lot of great clients,” Shill said.

Pillar+Aught is located on East Park Circle off of Union Deposit Road in Harrisburg. For more information, visit www.pillaraught.com.

CONTACT: TODD SHILL 717.480.9479

Leave it to Pillar+Aught Principals Cory A. Iannacone and Lindsey E. Snavely to turn an otherwise mundane topic into an engaging and interactive presentation. And that’s exactly what Cory and Lindsey did at the 23rd Annual Employment Law Institute held by the Pennsylvania Bar Institute at the Philadelphia Convention Center from April 27-28, 2017. Using clips from movies and television shows, Cory and Lindsey presented a session on drafting employee handbooks, leaving their audience entertained while, at the same time, providing insight on everything from handbook basics to legal updates.

Rather than simply telling the audience the importance of using handbooks to set the framework of the employment relationship and employer expectations, the presentation opened with the “pieces of flair” scene from the 1999 film, Office Space. In Office Space, Chotchkie’s, a chain restaurant similar to a TGI Fridays, requires its wait staff to wear 15 pieces of flair. Joanna, a Chotchkie’s waitress played by Jennifer Aniston, is confronted by the manager, Stan, because she is “only” wearing 15 pieces of flair. As Cory and Lindsey told the audience, “If you want your employees to wear 37 pieces of flair to work, don’t have a handbook telling employees to wear 15 pieces of flair.” Clips from Seinfeld and Anchorman also made appearances at the presentation.

The 23rd Annual PBI ELI was attended by attorneys across the State, including both practitioners and in-house counsel. Attendees provided the following feedback from Cory and Lindsey’s presentation:

“Great job integrating humorous examples to illustrate some of the handbook concepts.”
“It really was one of the best CLEs that I’ve attended.”
“I found your session to be one of the most helpful that I attended throughout the two days.”