FIRST FINANCIAL BANCORP. (NASDAQ:FFBC) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

On March 3, 2017, First Financial Bancorp. (the Company) entered
into a Distribution Agreement (the Agreement) with Raymond James
Associates,Inc. (the Sales Agent) to which the Company may issue
and sell up to 5,000,000 of the Companys common shares, without
par value (the Shares) having an aggregate offering price of up
to $100 million from time to time through the Sales Agent.

Sales of the Shares, if any, may be made by means of ordinary
brokers transactions on the NASDAQ Global Select Market at market
prices, in block transactions or as otherwise agreed by the
Company and the Sales Agent. Under the terms of the Agreement,
the Company may also sell Shares from time to time to the Sales
Agent as principal for its own account at a price to be agreed
upon at the time of sale. The Sales Agent is not required to sell
any specific number or dollar amount of Shares, but will use
commercially reasonable efforts to solicit offers to purchase the
Shares upon entering into a transaction notice with the Company
that specifies the number of Shares to be sold, any minimum price
below which sales may not be made and such other matters as may
be agreed upon by the Company and the Sales Agent. The obligation
of the Sales Agent under the Agreement to sell Shares to any
transaction notice is subject to a number of conditions, which
the Sales Agent reserves the right to waive in its sole
discretion.

The Agreement provides that the Sales Agent will be entitled to
compensation of 2.0% of the gross sales price of the Shares sold
through the Sales Agent from time to time. The Company has also
agreed to reimburse the Sales Agent for certain specified
expenses, not to exceed $100,000 in the aggregate.

The Company made certain customary representations, warranties
and covenants concerning the Company and the Shares in the
Agreement, and also agreed to indemnify the Sales Agent against
certain liabilities, including liabilities under the Securities
Act of 1933, as amended (the Securities Act). The Agreement will
terminate upon the earliest to occur of (1) March 3, 2020, (2)
the date on which all of the Shares subject to the Agreement have
been sold, or (3) the termination of the Agreement to other terms
specified therein. The Agreement may also be terminated by either
the Company or the Sales Agent for any reason upon 30 days prior
notice.

The Shares will be issued to the Companys shelf registration
statement on FormS-3 (Registration No.333-197771) filed with the
Securities and Exchange Commission on July 31, 2014, including
the prospectus contained therein, as supplemented by the
prospectus supplement filed with the Securities and Exchange
Commission to Rule424(b)under the Securities Act on March 3,
2017.

The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the
complete text of the Agreement, which is filed as Exhibit1.1 to
this Current Report on Form8-K and incorporated herein by
reference.

The legal opinion relating to the Shares is included as Exhibit
5.1 to this Current Report.

On March 3, 2017, the Company issued a press release announcing
the execution of the Agreement. A copy of this press release is
attached hereto as Exhibit 99.1.

About FIRST FINANCIAL BANCORP. (NASDAQ:FFBC)

First Financial Bancorp. (First Financial) is a regional bank holding company. First Financial is engaged in the business of commercial banking and other banking and banking-related activities through its subsidiary, First Financial Bank, National Association (the Bank). The range of banking services provided by First Financial to individuals and businesses include commercial lending, real estate lending and consumer financing. First Financial offers deposit products that include interest-bearing and non-interest-bearing accounts, time deposits and cash management services for commercial customers. First Financial’s Wealth Management division provides a range of trust and asset management services. It operates over 110 banking centers. The Company’s operating markets are located within the regions of Ohio, Indiana, and Kentucky. First Financial operates over 60 banking centers in Ohio, approximately 40 banking centers in Indiana and over four banking centers in Kentucky.

FIRST FINANCIAL BANCORP. (NASDAQ:FFBC) Recent Trading Information

FIRST FINANCIAL BANCORP. (NASDAQ:FFBC) closed its last trading session up +0.15 at 27.85 with 170,171 shares trading hands.