Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 19, 2023

OCONEE FEDERAL FINANCIAL CORP.

(Exact name of Registrant as specified in its charter)

Federal

(State or Other Jurisdiction
of Incorporation)

001-35033

(Commission
File Number)

32-0330122

(I.R.S. Employer
Identification No.)

201 East North Second Street, Seneca, South Carolina 29678

(Address of principal executive offices)

(864) 882-2765

Registrant's telephone number, including area code

Not Applicable

(Former Name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

OFED

The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those that Oconee Federal Financial Corp. (the “Company”) and Oconee Federal Savings and Loan Association (“Oconee Federal”) anticipated in its forward-looking statements, and future results could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to: increased economic pressures; increased competition, interest rate or legislative or regulatory changes; that completion of the transaction could take longer than expected; that prior to the completion of the transaction or thereafter, the respective businesses of Oconee Federal and Mutual Savings Bank (“Mutual”) may not perform as expected; that required regulatory, member or other approvals are not obtained or other closing conditions are not satisfied in a timely manner or at all; that the value of the shares to be issued in connection may be different from that currently expected; reputational risks and the reaction of the companies’ customers to the transaction; and diversion of management time on merger-related issues. Neither the Company nor Oconee Federal assumes any duty and does not undertake to update forward-looking statements.

Item 8.01.

Other Events.

On July 19, 2023, the Company, Oconee Federal and Oconee Federal, MHC (the “MHC), the mutual holding company parent for the Company, entered into a merger agreement with Mutual, a federally-chartered mutual savings bank, pursuant to which Mutual will merge with and into Oconee Federal with Oconee Federal as the surviving entity.

As part of the transaction, the Company will issue shares of its common stock to the MHC in an amount equal to the fair value of Mutual as determined by a third-party appraisal. These shares are expected to be issued concurrent with the completion of the merger. As of July 7, 2023, the total value of the shares to be issued was determined to be $3.5 million. Such value is subject to change and may not be the final value as determined prior to the completion of the merger.

The transaction is expected to close in the fourth quarter of 2023 or the first quarter of 2024. The transaction is subject to certain conditions, including the approval by Mutual’s depositors and customary regulatory approvals.

A copy of the press release announcing the execution of the merger agreement is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number	Description

Exhibit 99.1	Press Release dated July 20, 2023

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		OCONEE FEDERAL FINANCIAL CORP.
Date: July 20, 2023	By:	/s/ John Hobbs
		John Hobbs
		Chief Financial Officer

OCONEE FEDERAL FINANCIAL CORP. 8-K

Exhibit 99.1

FOR IMMEDIATE RELEASE

OCONEE FEDERAL TO MERGE WITH MUTUAL SAVINGS BANK

SENECA, SC AND HARTSVILLE, SC July 20, 2023 – Oconee Federal Financial Corp. (NASDAQ: OFED) (“the Company”), the holding company for Oconee Federal Savings and Loan Association (“Oconee Federal”), and the majority-owned subsidiary of Oconee Federal, MHC (“the MHC”), and Mutual Savings Bank (“Mutual”), a federally-chartered mutual savings bank, today announced the execution of an agreement pursuant to which Mutual will merge with and into Oconee Federal with Oconee Federal as the surviving entity. The merger is expected to increase the Company’s consolidated assets from $588 million at March 31, 2023 to $633 million based on Mutual’s assets as of March 31, 2023.

Mutual’s office will become a branch office of Oconee Federal. Under terms of the agreement, depositors of Mutual will become depositors of Oconee Federal and members of the MHC, and will have the same rights and privileges in the MHC, as if their accounts had been established in Oconee Federal on the date established at Mutual. As part of the transaction, the Company will issue shares of its common stock to the MHC in an amount equal to the fair value of Mutual as determined by a third-party appraisal. These shares are expected to be issued concurrent with the completion of the merger.

Oconee Federal will establish an Advisory Board and offer membership on it to the current directors of Mutual. Oconee Federal and will also support the Hartsville, South Carolina community through charitable grants from the Oconee Federal Foundation based on recommendations of the Advisory Board.

The proposed merger is expected to be immediately accretive to the Company’s earnings in 2023 and thereafter, and immediately accretive to its tangible book value per share. Upon completion of the merger, Oconee Federal’s capital ratios are expected to continue to exceed “well capitalized” regulatory standards.

Curtis Evatt, President and Chief Executive Officer of Oconee Federal, stated “We are pleased to announce our partnership with Mutual Savings Bank. We are very familiar with Mutual, its conservative approach to banking and its deep roots in the communities it serves. We are very excited about the future of our combined company.”

Thomas Goodson, Chairman of the Board of Mutual, said “We’ve always focused on our community and what our banking clients need. We feel that this merger is an excellent opportunity to enhance the services to and convenience for our customers and the communities we serve. Partnering with Oconee Federal will improve our ability to offer customers a suite of “state of the art” financial products. We will continue providing our customers with a high level of personalized service and local decision-making, while preserving our values of our community bank culture. Patrick Rogers will become Hartsville Area Manager and our customer service staff will continue to serve our customers.”

Oconee Federal has five branch offices located in Oconee and Pickens counties, South Carolina and three in Stephens and Rabun counties, Georgia

Luse Gorman, PC, Washington, D.C., acted as legal counsel to Oconee Federal and Hinman, Howard & Kattell, LLP acted as legal counsel to Mutual. Capital Resources Group, Inc. initiated the transaction and served as financial advisor to Oconee Federal.

Forward-Looking Statements

This news release contains forward-looking statements. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those that the Company and Oconee Federal anticipated in its forward-looking statements, and future results could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to: increased economic pressures; increased competition, interest rate or legislative or regulatory changes; that completion of the transaction could take longer than expected; that prior to the completion of the transaction or thereafter, Oconee Federal’s and Mutual’s respective businesses may not perform as expected; that required regulatory, member or other approvals are not obtained or other closing conditions are not satisfied in a timely manner or at all; reputational risks and the reaction of the companies’ customers to the transaction; and diversion of management time on merger-related issues. Neither the Company and Oconee Federal nor Mutual assume any duty and do not undertake to update forward-looking statements.

Contact Information

For the Company and Oconee Federal:

Curtis T. Evatt

President and Chief Executive Officer

864-882-2675

For Mutual:

L. Patrick Rogers

President and Chief Executive Officer

843-383-3050

Cover	Jul. 19, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 19, 2023
Entity File Number	001-35033
Entity Registrant Name	OCONEE FEDERAL FINANCIAL CORP.
Entity Central Index Key	0001501078
Entity Tax Identification Number	32-0330122
Entity Incorporation, State or Country Code	SC
Entity Address, Address Line One	201 East North Second Street
Entity Address, City or Town	Seneca
Entity Address, State or Province	SC
Entity Address, Postal Zip Code	29678
City Area Code	(864)
Local Phone Number	882-2765
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	OFED
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Not Applicable