Pillar+Aught advised PNC FIG Advisory, part of PNC Capital Markets LLC, in its role as exclusive placement agent for Evolve Bancorp, Inc., holding company for Evolve Bank & Trust, in connection with the successful completion of a $10.5 million private placement of fixed-to-floating rate subordinated notes to certain qualified institutional buyers and institutional accredited investors. Co-founder Ken Rollins led the Pillar+Aught team.
Pillar+Aught advised PNC FIG Advisory, part of PNC Capital Markets LLC, in its role as exclusive placement agent for Greenback Fincorp, Inc., holding company for Austin Capital Bank, in connection with the successful completion of a $10.5 million private placement of fixed-to-floating rate subordinated notes to certain qualified institutional buyers and institutional accredited investors. Co-founder Ken Rollins led the Pillar+Aught team.
Todd Shill represented Executive Producers Nyle DiMarco and Sami Housman on Oscar Nominated Netflix documentary “Audible.” “Audible” follows the Maryland School for the Deaf’s football team on their journey to defend their winning streak, while simultaneously coping with the tragic loss of a close friend to suicide. The film will be competing in the Best Documentary Short Subject category at the 94th Academy Awards to be presented on Sunday, March 27, 2022.
Pillar+Aught co-founder and principal Kevin M. Gold was a featured guest on a new episode of the Freakonomics Radio podcast, one of the most popular podcasts in the world.
Gold was a guest on episode 493: Why Does the Most Monotonous Job in the World Pay $1 Million?examining the specialized role of long snappers in football. Kevin discusses his experiences as an NFL agent representing these anonymous perfectionists and why they are so important to NFL game outcomes and football generally.
Freakonomics Radio is a spin-off of Stephen Dubner’s popular Freakonomics book series. Each episode gets 2 million downloads. Kevin’s episode and a transcript can be found on the podcast’s website here: https://freakonomics.com/podcast/why-does-the-most-monotonous-job-in-the-world-pay-1-million/
Mid Penn Bancorp, Inc. Completes Acquisition of Riverview Financial Corporation
MILLERSBURG, Pa., (December 1, 2021) (GLOBE NEWSWIRE) – Mid Penn Bancorp, Inc. (“Mid Penn”) (NASDAQ: MPB) today announced that its acquisition of Riverview Financial Corporation (“Riverview”) was completed after the close of business on November 30, 2021. In connection with the holding company merger, Riverview’s banking subsidiary, Riverview Bank, has been merged with and into Mid Penn’s subsidiary bank, Mid Penn Bank.
The all-stock transaction was valued at approximately $124.7 million and will extend Mid Penn’s footprint into attractive new markets, including the Lehigh Valley and State College region, and will expand its presence in Western Pennsylvania. The consolidated assets of the combined company are valued at approximately $4.7 billion.
“We are pleased to welcome Riverview customers, employees and shareholders to Mid Penn and Mid Penn Bank,” said Mid Penn President and CEO Rory G. Ritrievi. “As we introduce the Mid Penn brand of community banking throughout the Riverview footprint, we are committed to making this transaction a positive impact for all involved. We believe our commitment to offering the best products and services, delivered by the best bankers, will be appreciated by customers and the communities at large.”
Piper Sandler & Co. served as financial advisor to Mid Penn in connection with the transaction and Stephens Inc. rendered a fairness opinion to Mid Penn’s board of directors. Pillar+Aught served as legal advisor to Mid Penn in the transaction. Janney Montgomery Scott LLC served as financial advisor to Riverview in connection with the transaction and rendered a fairness opinion to the Riverview board of directors. Luse Gorman, PC served as legal advisor to Riverview.
About Mid Penn Bancorp, Inc.
Mid Penn Bancorp Inc. (NASDAQ: MPB), headquartered in Millersburg, Pennsylvania, has been serving the community since 1868. Mid Penn has 62 retail locations in the state of Pennsylvania and total assets of approximately $4.7 billion. Its footprint includes Berks, Blair, Bucks, Centre, Chester, Clearfield, Cumberland, Dauphin, Fayette, Huntingdon, Lancaster, Lehigh, Luzerne, Lycoming, Montgomery, Northumberland, Perry, 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).
Less Carrot, More Stick
OSHA’s COVID-19 Vaccine Mandate and the Emergency Temporary Standard
The Occupational Safety and Health Administration (“OSHA”) recently issued an Emergency Temporary Standard (“ETS”) requiring private employers with at least 100 employees to mandate the COVID-19 vaccine as a condition of employment. A variety of information regarding the newly issued ETS can be found on OSHA’s website here.
In short, the ETS requires covered employers to establish, implement, and enforce a written mandatory vaccination policy, in the form of either a “hard” or “soft” mandate. The hard mandate requires all employees to be vaccinated, but still allows for limited exceptions due to disability or religion. Under a hard mandate, employees who elect to remain unvaccinated (and do not qualify for an exception) will be subject to termination. The soft mandate, meanwhile, allows unvaccinated employees to remain employed (even in the absence of a disability- or religious-based exception), so long as they: (1) wear a mask or face covering in the workplace; and (2) get tested for COVID-19 and provide documentation of the results to their employer every seven days. Fortunately, employers do not have to start from scratch when developing a written mandatory vaccination policy. OSHA provides two templates that can be used as a starting point. The “hard” mandate policy template can be found here, and the “soft” mandate policy template can be found here.
The ETS is effective November 5, 2021. However, employers are given 30 days (i.e., until Sunday, December 5, 2021) to ensure their compliance with all non-testing requirements and 60 days (i.e., until Tuesday, January 4, 2022) to comply with the testing requirements for those employees who elect to remain unvaccinated (i.e., in the case of a “soft” mandate). There are a variety of legal challenges that have been launched against the ETS, and whether (or to what extent) it will be upheld in court remains to be seen. Nevertheless, given the tight turnaround and substantial monetary penalties for non-compliance (we’re talking $13,653 per violation, and up to ten times(!!) that amount for willful or repeated violations), it behooves all employers to get started with their compliance efforts as soon as possible.
By December 5, 2021, employers subject to the ETS should ensure full compliance with the following:
By January 4, 2022, unvaccinated employees (of the employers who chose the “soft” mandate) must begin providing documentation of their most recent COVID-19 test result on a weekly basis. Significantly, and similar to the masking requirement, the ETS expressly notes that employers are “not require[d] … to pay for any costs associated with testing[.]” As such, testing is likely a cost that can be shifted to the employees who choose to remain unvaccinated.
There is a good deal more to unpack, and we know that employers will have many more questions, some potentially unique to their own situations. The Labor and Employment team at Pillar+Aught is here whenever you need us!!
Pillar+Aught co-founder and principal Kate Deringer Sallie was named the 2022 Lawyer of the Year for Bankruptcy and Creditor-Debtor Rights/Insolvency and Restructuring for the Harrisburg area by Best Lawyers. Best Lawyers highlights one attorney in a particular location and practice area who received the highest votes from his or her peers in a given year.
Pillar+Aught co-founder Todd Shill served as production counsel on the upcoming Animal Planet and Discovery+ series “Mysterious Creatures with Forrest Galante,” premiering on October 17, 2021 at 9 pm.
In this new series, wildlife biologist Forrest Galante (host of Animal Planet’s “Extinct or Alive”), along with his wife and zoologist Jessica Summerfield, will travel around the world to investigate reports of ‘strange sightings,’ ‘legendary creatures’ and ‘mysterious encounters’ between humans and wildlife, with the goal of ending conflict between these animals and people.
Pillar+Aught advised Oxford Bank Corporation, the holding company for Oxford Bank, in connection with the successful completion of a $16 million private placement of fixed-to-floating rate subordinated notes to certain qualified institutional buyers and institutional accredited investors. Co-founder Ken Rollins led the Pillar+Aught team.
More information on the transaction is available in the Press Release below.
Pillar+Aught advised PNC FIG Advisory, part of PNC Capital Markets LLC, in its role as exclusive placement agent for STAR Financial Group, Inc., the holding company for STAR Financial Bank, in connection with the successful completion of a $50 million private placement of fixed-to-floating rate subordinated notes to certain qualified institutional buyers. Co-founder Ken Rollins led the Pillar+Aught team.
More information on the transaction is available in the Press Release below.
