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) May 22, 2020

SOUTHERN MISSOURI BANCORP, INC.
(Exact name of registrant as specified in its charter)

Missouri
 
000-23406
 
43-1665523
(State or other
 
(Commission File No.)
 
(IRS Employer
jurisdiction of incorporation)
     
Identification Number)

2991 Oak Grove Road, Poplar Bluff, Missouri
 
63901
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code:
(573) 778-1800

N/A
(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, par value $0.01 per share
 SMBC
 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.  ☐


Item 8.01.
Other Events.
Effective May 22, 2020, Southern Missouri Bancorp, Inc. (“Southern Missouri”), completed its previously announced acquisition of Central Federal Bancshares, Inc. (“Central”), Rolla, Missouri (the “Merger”). Central was the parent company of Central Federal Savings & Loan Association of Rolla (“Central Federal”), which was merged with and into Southern Bank, the wholly owned bank subsidiary of Southern Missouri.
Upon completion of the Merger, each share of Central common stock was converted into the right to receive $15.90 in cash (the “Merger Consideration”). Southern Missouri paid approximately $21.9 million in cash Merger Consideration.
A copy of the press release Southern Missouri issued announcing completion of the transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
 (d) Exhibits.
The following exhibit is filed herewith:
99.1
 


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.


     
SOUTHERN MISSOURI BANCORP, INC.
       
Date:  May 26, 2020
 
By:
/s/Greg A. Steffens
     
Greg A. Steffens
     
President and Chief Executive Officer


Exhibit 99.1



FOR IMMEDIATE RELEASE
Contact: Matt Funke, CFO
May 22, 2020
(573) 778-1800
   

SOUTHERN MISSOURI BANCORP, INC.
ANNOUNCES COMPLETION OF MERGER WITH CENTRAL FEDERAL BANCSHARES, INC.

Poplar Bluff, Missouri - Southern Missouri Bancorp, Inc. (“Southern Missouri” or the Company,” NASDAQ: SMBC), parent company of Southern Bank, Poplar Bluff, Missouri, announced that its merger with Central Federal Bancshares, Inc. (“Central”), Rolla, Missouri, was completed today. Central was the parent company of Central Federal Savings & Loan Association of Rolla (“Central Federal”), which was merged with and into Southern Bank.

Following the completion of the merger, Southern Missouri now operates 48 banking facilities in Missouri, Illinois, and Arkansas. Greg Steffens, President and Chief Executive Officer of Southern Missouri, commented, “We welcome the Central Federal team members and customers to the Southern Bank family, and we look forward to being a part of the Rolla community. As this merger is taking place in the midst of an unusual and difficult time for our nation’s public health and our national and regional economies, we believe we can help Central Federal customers and the Rolla market meet these challenges. We want to be a dependable partner in the community, living our vision as a bank with ‘Strong Roots, Strong Branches.’ We do that by placing an emphasis on impeccable customer service and innovative technology, and we’re excited to help people do big things in Rolla.”

As a result of the merger, each share of Central common stock held immediately prior to completion of the merger is being exchanged for $15.90 in cash. Southern Missouri paid approximately $21.9 million in cash merger consideration.

At March 31, 2020, Central reported total consolidated assets of $70.1 million, including loans, net, of $52.2 million, and deposits of $46.3 million. On a pro forma basis, the combined entity will hold assets of approximately $2.4 billion, including loans, net, of $2.0 billion, and deposits of $2.0 billion. The transaction is expected to be accretive to earnings per share within six months of closing, exclusive of nonrecurring transaction expenses, and accretive to tangible book value per common share in approximately two years, based on the crossover method.

The firm of Lewis Rice, LLC served as legal advisor to Central, while Silver, Freedman, Taff & Tiernan LLP served as legal advisor to Southern Missouri. Keefe, Bruyette & Woods, a Stifel Company, served as financial advisor to Central.


Forward-Looking Information:

Except for the historical information contained herein, the matters discussed in this press release may be deemed to be forward-looking statements that are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from the forward-looking statements, including: potential adverse impacts to the economic conditions in the Company’s local market areas, other markets where the Company has lending relationships, or other aspects of the Company’s business operations or financial markets, generally, resulting from the ongoing COVID-19 pandemic and any governmental or societal responses thereto; expected cost savings, synergies and other benefits from our merger and acquisition activities might not be realized to the extent anticipated, within the anticipated time frames, or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; the strength of the United States economy in general and the strength of the local economies in which we conduct operations; fluctuations in interest rates and in real estate values; monetary and fiscal policies of the FRB and the U.S. Government and other governmental initiatives affecting the financial services industry; the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; our ability to access cost-effective funding; the timely development of and acceptance of our new products and services and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors' products and services; fluctuations in real estate values and both residential and commercial real estate markets, as well as agricultural business conditions; demand for loans and deposits; legislative or regulatory changes that adversely affect our business; changes in accounting principles, policies, or guidelines; results of regulatory examinations, including the possibility that a regulator may, among other things, require an increase in our reserve for loan losses or write-down of assets; the impact of technological changes; and our success at managing the risks involved in the foregoing. Any forward-looking statements are based upon management’s beliefs and assumptions at the time they are made. We undertake no obligation to publicly update or revise any forward-looking statements or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed might not occur, and you should not put undue reliance on any forward-looking statements.







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