Wingspan Group, LLC and Freeland State Bank announce agreement to acquire Freeland State Bank in Freeland, Michigan

SHELBY TOWNSHIP, Mich., April 15, 2022 /PRNewswire/ -- Wingspan Group, LLC has formed a bank holding company, FSB Holdings, Inc. (in formation) (FSB) to acquire all of the outstanding shares of capital stock of Freeland State Bank.  The parties will complete the transaction pursuant to an Agreement and Plan of Acquisition, dated April 14, 2022.  Under the acquisition agreement, FSB has agreed to form Freeland Interim Bank solely for the purpose of consolidation with and into Freeland State Bank, with Freeland State Bank as the surviving bank.  Freeland Interim Bank will become a party to the acquisition agreement upon its formation.

FSB will be raising capital to fund the purchase of Freeland State Bank and operate the surviving bank post-closing of the transaction.  The transaction is expected to close in 2022, subject to the satisfaction of customary closing conditions, including receipt of regulatory and shareholder approvals and the raising of a minimum capital amount by FSB. Freeland State Bank shareholders will receive approximately $10.5 million in consideration comprised of both cash from an expected special dividend by Freeland State Bank and purchase price proceeds from FSB. The board of directors for both FSB and Freeland State Bank have approved the transaction and the acquisition agreement.

Wingspan Group, LLC, CEO Ray Gunn, has coordinated the purchase and assembled a highly experienced board of directors in all aspects of commercial and consumer banking.  "I could not be more excited to partner with this amazing group of people to pursue this opportunity together," said Ray Gunn, Chairman and CEO of FSB Holdings, Inc. "From the moment Freeland State Bank was presented to us, we saw the opportunity to build a community bank in the Central Michigan market, including Freeland, Midland, Bay City, Saginaw and Mt. Pleasant where we see an underserved community bank market," he said.

"After more than 118 years and four generations in our family, we wanted new owners and leaders that would keep the bank in our community to operate it as a true community bank. This transaction brings an energized group of banking experts to our market and to remain a true community bank.  The new team is going to reinvest into our community and grow our products and services for our customers," said Gary McLaughlin, President and Chief Executive Officer of Freeland State Bank. "We are excited for our employees and the community," he said.

Freeland State Bank was advised by McQueen Financial Advisors, Inc, and the law firm of Warner Norcross + Judd LLP.  Wingspan Group, LLC and FSB Holdings, Inc was advised by the law firm of Kus Ryan & Associates.

Forward-Looking Statements
This press release contains forward-looking statements regarding FSB Holdings, Inc.'s and Freeland State Bank's outlook or expectations with respect to the planned acquisition of Freeland State Bank. Words such as "anticipated," "estimated," "expected," "projected," "assumed," "approximately," "continued," "should," "will" and variations of such words and similar expressions are intended to identify such forward-looking statements.

Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions ("risk factors") that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may differ materially from what is expressed in forward-looking statements.

For more information contact McQueen Financial Advisors at 248-548-8400

SOURCE Wingspan Group

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