First Community Financial Partners,Inc. (NASDAQ:FCFP) Files An 8-K Entry into a Material Definitive Agreement

First Community Financial Partners,Inc. (NASDAQ:FCFP) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01Entry into a Material Definitive Agreement.

On February6, 2017, First Community Financial Partners,Inc., an
Illinois corporation (“First Community”), entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with
First Busey Corporation, a Nevada corporation (“First Busey”),
to which First Community will merge into First Busey, with First
Busey as the surviving corporation (the “Merger”). A copy of
the press release announcing the execution of the Merger
Agreement is attached hereto as Exhibit99.1.

Subject to the terms and conditions of the Merger Agreement, at
the effective time of the Merger, First Community shareholders
will have the right to receive 0.396 shares of common stock of
First Busey and $1.35 in cash for each share of common stock of
First Community. The stock consideration is subject to adjustment
if First Busey’s stock price fluctuates more than 22.5% at the
time of closing from the time of signing. Based upon First
Busey’s 5-day volume weighted average closing share price of
$29.31 as of February3, 2017, the implied per share purchase
price is $12.95 with an aggregate transaction value of
approximately $235.8million.

It is anticipated that First Community Financial Bank, First
Community’s wholly-owned bank subsidiary, will be merged with
and into First Busey’s bank subsidiary, Busey Bank, at a date
following the completion of the holding company merger. At the
time of the bank merger, First Community Bank’s banking offices
will become branches of Busey Bank. As of December31, 2016, First
Community had total consolidated assets of $1.3billion, total
loans and leases of $991.6million and total deposits of
$1.1billion.

The Merger Agreement contains customary representations and
warranties of both parties and customary conditions to the
parties’ obligations to close the transaction, as well as
agreements to cooperate in the process of consummating the
transaction. The Merger Agreement also contains provisions
limiting the activities of First Community and First Community
Bank which are outside the ordinary and usual course of business,
including restrictions on employee compensation, certain
acquisitions and dispositions of assets and liabilities, and
solicitations relating to alternative acquisition proposals,
pending the completion of the Merger.

The Merger is anticipated to be completed in mid-2017, and is
subject to the satisfaction of customary closing conditions in
the Merger Agreement and the approval of the appropriate
regulatory authorities and of the shareholders of First
Community. Certain of the directors and officers of First
Community have executed voting agreements in which they have
agreed to vote their shares of First Community common stock in
favor of approval of the Merger Agreement.

The information set forth above does not purport to be complete
and is qualified in its entirety by reference to the full text of
the Merger Agreement, which is attached hereto as Exhibit2.1 and
is incorporated herein by reference. The representations,
warranties and covenants of each party set forth in the Merger
Agreement have been made only for purposes of, and were and are
solely for the benefit of the contracting parties, including
being qualified by confidential disclosures made for the purposes
of allocating contractual risk between the parties to the Merger
Agreement instead of establishing these matters as facts, and may
be subject to standards of materiality applicable to the
contracting parties that differ from those applicable to
investors. Accordingly, the representations and warranties may
not describe the actual state of affairs at the date they were
made or at any other time, and investors should not rely on them
as statements of fact. In addition, such representations and
warranties (i)will not survive the consummation of the Merger,
and (ii)were made only as of the date of the Merger Agreement or
such other date as is specified in the Merger Agreement.
Moreover, information concerning the subject matter of the
representations and warranties may change after the date of the
Merger Agreement, which subsequent information may or may not be
fully reflected in the parties’ public disclosures. Accordingly,
the Merger Agreement is included with this filing only to provide
investors with information regarding the terms of the Merger
Agreement, and not to provide investors with any other factual
information regarding First Busey or First Community, their
respective affiliates or their respective businesses. The Merger
Agreement should not be read alone, but should instead be read in
conjunction with the other information regarding First Busey,
First Community, their respective affiliates or their respective
businesses, the Merger Agreement and the Merger that will be
contained

in, or incorporated by reference into, the Registration Statement
on FormS-4 that will include a proxy statement of First Community
and a prospectus of First Busey, as well as in the Forms10-K,
Forms10-Q and other documents that each of First Busey and First
Community file with or furnish to the Securities and Exchange
Commission (“SEC”).

Item8.01Other Events.

In connection with the execution of the Merger Agreement
discussed in Item1.01 above, First Busey and First Community
issued a joint press release. A copy of the press release is
attached hereto as Exhibit99.1, which is incorporated herein by
reference.

From time to time on and after February6, 2017, First Busey and
First Community intend to provide supplemental information
regarding the proposed transaction to analysts and investors in
connection with certain presentations. A copy of the
supplementary information is attached hereto as Exhibit99.2,
which is incorporated herein by reference.



Special Note Concerning Forward-Looking Statements

This Current Report on Form8-K may contain forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995 with respect to the financial
condition, results of operations, plans, objectives, future
performance and business of First Busey and First Community.
Forward-looking statements, which may be based upon beliefs,
expectations and assumptions of First Busey’s and First
Community’s management and on information currently available to
management, are generally identifiable by the use of words such
as “believe,” “expect,” “anticipate,” “plan,” “intend,”
“estimate,” “may,” “will,” “would,” “could,” “should”
or other similar expressions. Additionally, all statements in
this Current Report on Form8-K, including forward-looking
statements, speak only as of the date they are made, and neither
First Busey nor First Community undertakes any obligation to
update any statement in light of new information or future
events. A number of factors, many of which are beyond the ability
of First Busey and First Community to control or predict, could
cause actual results to differ materially from those in its
forward-looking statements. These factors include, among others,
the following: (i)the possibility that any of the anticipated
benefits of the proposed transaction between First Busey and
First Community will not be realized or will not be realized
within the expected time period; (ii)the risk that integration of
operations of First Community with those of First Busey will be
materially delayed or will be more costly or difficult than
expected; (iii)the inability to complete the proposed transaction
due to the failure of the required shareholder approval; (iv)the
failure to satisfy other conditions to completion of the proposed
transaction, including receipt of required regulatory and other
approvals; (v)the failure of the proposed transaction to close
for any other reason; (vi)the effect of the announcement of the
transaction on customer relationships and operating results;
(vii)the possibility that the transaction may be more expensive
to complete than anticipated, including as a result of unexpected
factors or events; (viii)the strength of the local, national and
international economy; (ix)changes in state and federal laws,
regulations and governmental policies concerning First Busey’s
and First Community’s general business (including the impact of
the Dodd-Frank Wall Street Reform and Consumer Protection Act and
the extensive regulations to be promulgated thereunder, as well
as the rules adopted by the federal bank regulatory agencies to
implement Basel III); (x)changes in interest rates and prepayment
rates of First Busey’s and First Community’s assets;
(xi)increased competition in the financial services sector and
the inability to attract new customers; (xii)changes in
technology and the ability to develop and maintain secure and
reliable electronic systems; (xiii)the loss of key executives or
employees; (xiv)changes in consumer spending; (xv)unexpected
results of acquisitions, including the acquisition of First
Community; (xvi)unexpected outcomes of existing or new litigation
involving First Busey or First Community; (xvii)the economic
impact of any future terrorist threats or attacks; (xviii)the
economic impact of exceptional weather occurrences such as
tornadoes, hurricanes, floods, and blizzards; and (xix)changes in
accounting policies and practices. These risks and uncertainties
should be considered in evaluating forward-looking statements and
undue reliance should not be placed on such statements.
Additional information concerning First Busey and First Community
and their respective business,

including additional factors that could materially affect First
Busey’s and First Community’s financial results, are included
in First Busey’s and First Community’s filings with the SEC.



Additional Information

First Busey will filea registration statement on FormS-4 with the
SEC in connection with the proposed transaction. The registration
statement will include a proxy statement of First Community that
also constitutes a prospectus of First Busey, which will be sent
to the shareholders of First Community. First Community’s
shareholders are advised to read the proxy statement/prospectus
when it becomes available because it will contain important
information about First Busey, First Community and the proposed
transaction. When filed, this document and other documents
relating to the merger filed by First Busey and First Community
can be obtained free of charge from the SEC’s website at
www.sec.gov. These documents also can be obtained free of charge
by accessing First Busey’s website at www.busey.com under the
tab “Investors Relations” and then under “SEC Filings” or by
accessing First Community’s website at www.fcbankgroup.com under
“Investor Relations” and then under “SEC Filings.”
Alternatively, these documents, when available, can be obtained
free of charge from First Busey upon written request to First
Busey Corporation, Corporate Secretary, 100 W. University Avenue,
Champaign, Illinois 61820 or by calling (217)365-4544, or from
First Community, upon written request to First Community
Financial Partners,Inc., Corporate Secretary, 2801 Black Road,
Joliet, Illinois 60435 or by calling (815)725-1885.



Participants in this Transaction

First Busey, First Community and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from shareholders in connection
with the proposed transaction under the rules of the SEC.
Information about these participants may be found in the
definitive proxy statement of First Busey relating to its 2016
Annual Meeting of Stockholders filed with the SEC on April14,
2016 and the definitive proxy statement of First Community
relating to its 2016 Annual Meeting of Shareholders filed with
the SEC on April8, 2016. These definitive proxy statements can be
obtained free of charge from the sources indicated above.
Additional information regarding the interests of these
participants will also be included in the proxy
statement/prospectus regarding the proposed transaction when it
becomes available.

Item9.01.Financial Statements and Exhibits.

(d)Exhibits.



2.1 Agreement and Plan of Merger by and between First Busey
Corporation and First Community Financial Partners,Inc.,
dated February6, 2017*
99.1 Press Release, dated February6, 2017
99.2 Investor Presentation, dated February6, 2017


*
First Community has omitted schedules and similar attachments
to the subject agreement to Item601(b) of RegulationS-K.
First Community will furnish a copy of any omitted schedule
or similar attachment to the SEC upon request.




to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.



Date: February6, 2017 FIRST COMMUNITY FINANCIAL PARTNERS,INC.
By: /s/GLEN L. STITELEY
Name: Glen L. Stiteley
Title: Executive Vice President and Chief Financial
Officer

QuickLinks

Item 1.01 Entry into a Material Definitive Agreement. Item 8.01
Other Events. Item 9.01. Financial Statements and Exhibits.


About First Community Financial Partners, Inc. (NASDAQ:FCFP)

First Community Financial Partners, Inc. (First Community) is a bank holding company. The Company has a banking subsidiary, First Community Financial Bank (the Bank). The Bank is a full-service community bank principally engaged in the business of commercial, family and personal banking. The Bank offers customers a range of loan, deposit, and other financial products and services through approximately six full-service banking offices located in Cook, DuPage, and Will Counties, Illinois. The Bank also offers customers a range of financial products and services that are related or ancillary to loans and deposits, including cash management, funds transfers, bill payment and other online banking transactions, automated teller machines and safe deposit boxes. Its deposit accounts include non-interest-bearing demand deposits, negotiable order of withdrawal (NOW) and money market accounts, savings deposits and time deposits.

First Community Financial Partners, Inc. (NASDAQ:FCFP) Recent Trading Information

First Community Financial Partners, Inc. (NASDAQ:FCFP) closed its last trading session down -0.25 at 11.60 with shares trading hands.

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