Central Bancompany, Inc. (OTCPK:CBCY.B) signed a letter of intent agreement to acquire Liberty Bancorp, Inc. (OTCPK:LBCP) for approximately $100 million on February 21, 2019. Central Bancompany, Inc. (OTCPK:CBCY.B) entered into a definitive merger agreement to acquire Liberty Bancorp, Inc. (OTCPK:LBCP) for approximately $110 million on April 10, 2019. Under the terms of the agreement, common shareholders of Liberty Bancorp, Inc. will receive $42 in cash for each share of common stock they own. The option holders of Liberty Bancorp, Inc. will also receive cash equal to the difference between $42 per share and the exercise price of their in-the-money options. If the Merger is completed before August 1, 2019, the minimum net worth will be reduced by $20,300 for each day between the closing date and August 1, 2019. Pursuant to the transaction, BankLiberty, subsidiary of Liberty Bancorp, Inc., will be merged into Central Bancompany’s affiliate bank, Central Bank of the Midwest, subject to the satisfaction of conditions to the closing of the transaction. Liberty will pay a termination fee of $4 million to Central Bancompany in case of the termination of the agreement. Completion of the transaction is subject to approval by regulatory authorities and shareholders of Liberty Bancorp, Inc., as well as certain other closing conditions. In connection with the agreement, Central Bancompany, Inc. entered into voting agreements with the members of the Board of Directors of Liberty Bancorp, Inc. according to which these parties have agreed to vote their shares in favor of the transaction. In addition to the approval of the merger agreement by the stockholders of Liberty, completion of the merger and the transactions contemplated by the merger agreement are subject to the prior approval of the Board of Governors of the Federal Reserve System and the Missouri Division of Finance. The obligation of Liberty to complete the merger is also conditioned upon Central depositing the aggregate merger consideration with its paying agent on or before the closing date. The merger is not conditioned on any financing arrangements. The Board of Directors of Liberty Bancorp has unanimously approved the merger agreement. The annual meeting of the stockholders of Liberty Bancorp will be held on July 17, 2019. The transaction is expected to be completed in the third quarter of 2019. Raymond James & Associates, Inc. acted as financial advisor and fairness opinion provider for Liberty Bancorp, Inc. Liberty has agreed to pay Raymond James a total fee of approximately $1.5 million for advisory services in connection with the transaction and for services rendered in connection with the delivery of its opinion, Liberty paid Raymond James $0.25 million upon delivery of its opinion. Gary R. Bronstein, Lois Wagman Colbert and Stephen F. Donahoe of Kilpatrick Townsend & Stockton LLP acted as legal advisors for Liberty. Computershare Trust Company, NA acted as Depository Bank for Central Bancompany. EQ Proxy Services acted as proxy solicitor for Liberty against a fee of $5,500, plus reasonable out of pocket expenses and $5.50 per shareholder call, for these services. Central Bancompany, Inc. (OTCPK:CBCY.B) completed the acquisition of Liberty Bancorp, Inc. (OTCPK:LBCP) on August 1, 2019.