Middlefield Banc Corp. Completes $11.9 Million Private Placement of Common Stock

MIDDLEFIELD, Ohio--()--Middlefield Banc Corp. (the “Company”) (NASDAQ: MBCN), the bank holding company for The Middlefield Banking Company announced today that it successfully completed a private placement of the Company’s common stock on June 30, 2016. A total of 360,815 shares of the Company’s common stock was sold at a purchase price of $33.00 per share, providing $11.9 million of gross proceeds.

“We are very pleased with the success of the offering demonstrating investor’s confidence in our business model and market opportunities,” said Thomas G. Caldwell, President and CEO of the Company. “We serve two very dynamic and compelling markets in Ohio and the additional capital from this offering will allow us greater flexibility to increase banking activities within our local communities.”

The net proceeds of the offering were used for general corporate purposes and the extinguishment of $9.5 million of debt.

The Company’s common stock was offered and sold to accredited investors as defined by Rule 501 of the Securities Act in reliance on the exemption from registration afforded under Section 4(2) of the Securities Act and Rule 506 of Regulation D under the Securities Act.

Boenning & Scattergood, Inc. acted as sole placement agent in connection with the private placement, with Grady & Associates serving as legal counsel.

About Middlefield Banc Corp.

Middlefield Banc Corp., headquartered in Middlefield, Ohio, is a bank holding company with total assets of $732.9 million at March 31, 2016. The bank operates 10 full service banking centers and an LPL Financial® brokerage office serving Chardon, Cortland, Dublin, Garrettsville, Mantua, Middlefield, Newbury, Orwell, and Westerville. The Bank also operates a Loan Production Office in Mentor, Ohio. For more information, please visit our website at www.middlefieldbank.bank.

This press release of Middlefield Banc Corp. and the reports Middlefield Banc Corp. files with the Securities and Exchange Commission often contain “forward-looking statements” relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of Middlefield Banc Corp. These forward-looking statements involve certain risks and uncertainties. There are a number of important factors that could cause Middlefield Banc Corp.’s future results to differ materially from historical performance or projected performance. These factors include, but are not limited to: (1) a significant increase in competitive pressures among financial institutions; (2) changes in the interest rate environment that may reduce interest margins; (3) changes in prepayment speeds, charge-offs and loan loss provisions; (4) less favorable than expected general economic conditions; (5) legislative or regulatory changes that may adversely affect businesses in which Middlefield Banc Corp. is engaged; (6) technological issues which may adversely affect Middlefield Banc Corp.’s financial operations or customers; (7) changes in the securities markets; or (8) risk factors mentioned in the reports and registration statements Middlefield Banc Corp. files with the Securities and Exchange Commission. Middlefield Banc Corp. undertakes no obligation to release revisions to these forward-looking statements or to reflect events or circumstances after the date of this press release.

Contacts

Company Contact
Middlefield Banc Corp.
Thomas G. Caldwell, 440-632-1666 Ext. 3200
President/Chief Executive Officer
tcaldwell@middlefieldbank.com
or
Investor and Media Contact
SM Berger & Company, Inc.
Andrew M. Berger, 216-464-6400
Managing Director
andrew@smberger.com

Contacts

Company Contact
Middlefield Banc Corp.
Thomas G. Caldwell, 440-632-1666 Ext. 3200
President/Chief Executive Officer
tcaldwell@middlefieldbank.com
or
Investor and Media Contact
SM Berger & Company, Inc.
Andrew M. Berger, 216-464-6400
Managing Director
andrew@smberger.com