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The Community Financial Receives Federal, State Regulatory Nods for County First Bank Acquisition
Monday 13 November 2017

13 November 2017 - Maryland, US-based bank holding company The Community Financial Corp. (NASDAQ: TCFC) has received the requisite regulatory approvals from the Federal Deposit Insurance Corp. and the Maryland Office of the Commissioner of Financial Regulation to complete the merger of County First Bank, headquartered in La Plata, MD, into Community Bank of the Chesapeake.

The transaction, which was announced in July, is expected to close early in 1Q18. Itis subject to customary closing conditions, including approval by County First Bank shareholders.

Under the terms of the merger agreement, which was unanimously approved by the Boards of Directors of each company, upon completion of the merger, County First Bank shareholders will be entitled to receive 0.9543 shares of The Community Financial Corporation common stock and USD 1.00 in cash for each share of County First Bank common stock they hold. 

County First shareholders may also receive, in the aggregate, additional contingent cash consideration of up to USD 2,154,303 (representing a maximum potential per share value of USD 2.24) based upon the resolution of certain identified assets prior to closing.

Based on the closing price of the Community Financial Corporation common stock on July 28, 2017, the value of the transaction is approximately USD 34.3m excluding any potential contingent cash consideration.

Founded in 1990, County First has deposits of USD 209m and loans of USD 156m, as of June 30, 2017.  County First operates two branches in Charles County, two branches in St. Mary's County and one branch in Calvert County. When the transaction is consummated, Community Bank of the Chesapeake will have approximately USD 1.6bn in assets.

Headquartered in Waldorf, MD, The Community Financial Corp. is the bank holding company for Community Bank of the Chesapeake, a full-service commercial bank with assets over USD 1.3bn.

Through its main office in Waldorf, MD, 10 branch offices in Bryans Road, Dunkirk, Leonardtown, La Plata, Charlotte Hall, Prince Frederick, Lusby, Waldorf and California, Maryland and Fredericksburg, Virginia and with five dedicated commercial lending centers, Community Bank of the Chesapeake offers a broad range of financial products and services to individuals and businesses.

The Community Financial Corp. (NASDAQ: TCFC), the holding company for Community Bank of the Chesapeake



Keefe, Bruyette and Woods, Inc. and RP Financial LC. acted as financial advisors to The Community Financial Corporation. Kilpatrick, Townsend and Stockton LLP served as legal counsel to The Community Financial Corporation.

Boenning and Scattergood, Inc. acted as financial advisor to County First Bank. Hunton and Williams LLP served as legal counsel to County First Bank. 
Details
Date Published: 13/11/2017
Target: County First Bank
Country: USA
Deal Size: 34.3m (USD)
Sector: Banking/Financial Services
Type: Corporate acquisition
Financing: Cash and Stock
Status: Agreed
Vendor:
Buyer: The Community Financial
Buyer Advisor: Keefe, Bruyette and Woods , RP Financial LC , Kilpatrick, Townsend and Stockton
Comment:


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