Griffin Advises Ballston Spa Bancorp, Inc. in its Merger with NBC Bancorp, Inc.

Company Overview

Founded in 1838, Ballston Spa National Bank, subsidiary of Ballston Spa Bancorp Inc. (BSPA), is headquartered in Ballston Spa, New York with $929 million in total assets as of year-end 2025. BSPA serves its customers through 13 full-service branches in Albany and Saratoga Counties in upstate New York. NBC Bancorp, Inc. and subsidiary National Bank of Coxsackie (NBC), headquartered in Coxsackie, New York, had $512 million in total assets at year-end 2025. NBC was a similar, but smaller, bank to BSPA in nearby, attractive markets. NBC was also under a public regulatory order and needed the size and scale of a larger bank to bolster its infrastructure and renew focus on growth and profitability.

Situation

BSPA sought to increase its penetration into neighboring markets, adding scale and visibility with the further goal of creating additional liquidity and a more transparent valuation for shareholders. The management teams and boards of directors of BSPA and NBC were familiar with each other, having collaborated in business for years, and recognized the opportunity for a larger franchise in the Capital District of upstate New York.   By becoming larger with a broader shareholder base, moving to the OTCQX and unlocking value through synergies and cost savings, a combined bank had the potential not only to better serve its communities, but also, be more valuable than either bank independently. To absorb deal related fair value adjustments, BSPA recognized the need to raise subordinated debt; growth in capital post-closing would allow the new sub debt to then retire the company’s existing subordinated debt issues.

Solution

On September 24, 2025, BSPA and NBC announced a merger whereby NBC shareholders would receive 0.8065 shares of BSPA stock for each share of NCXS stock in a tax-free exchange. Both banks had currencies trading below book value, so M&A multiples at announcement were less relevant than relative contribution, which served as the basis for the exchange ratio. John Balli, President and CEO of NBC, and Caitlin McCrea, CFO of NBC, both retained senior leadership positions in the combined company. BSPA added four board members from NBC to the combined bank and holding company boards. The shareholders of both BSPA and NBC approved the transaction on March 23, 2026, while Ballston closed on a $26 million upsized subordinated debt offering on March 25, 2026, and the merger closed on April 1, 2026.

Griffin Financial Group served as exclusive financial advisor to Ballston Spa Bancorp, Inc. in the merger and as lead placement agent of Ballston Spa’s subordinated debt offering.

For more information on this transaction, Richard L. Quad, Head, Depository Institutions, at 646.254.6387, Alan Grover, Senior Vice President, at 610.478.2008 or Christopher P. Adams, Vice President, at 610.205.6016.