First Financial Bancorp. (NASDAQ:FFBC) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01
On April 1, 2018, First Financial Bancorp., an Ohio corporation (the “Company”), completed its previously announced merger (the “Merger”) with MainSource Financial Group, Inc., an Indiana corporation (“MainSource”), to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 25, 2017, between MainSource and the Company. At the effective time of the Merger (the “Effective Time”), MainSource merged with and into the Company, with the Company as the surviving corporation in the Merger. to the terms of the Merger Agreement, each holder of MainSource’s common stock, no par value (“MainSource Common Stock”), has the right to receive 1.3875 shares of common stock of the Company (the “Merger Consideration”), no par value (the “Company Common Stock”), for each share of MainSource Common Stock held immediately prior to the Effective Time, with cash to be paid in lieu of fractional shares. Each outstanding share of Company Common Stock remained outstanding and was unaffected by the Merger.
Also, at the Effective Time, each outstanding MainSource stock option vested in full and converted into an option to purchase from the Company, on the same terms and conditions as were applicable under the MainSource stock option, a number of shares of Company Common Stock determined by multiplying (i) the number of shares of MainSource Common Stock subject to the MainSource stock option by (ii) 1.3875, with an exercise price determined by dividing (i) the per share exercise price for each share of MainSource Common Stock subject to such MainSource stock option by (ii) 1.3875. Each outstanding MainSource restricted stock award vested (with any performance-based vesting condition deemed satisfied) and converted into the right to receive 1.3875 shares of Company Common Stock for each share of MainSource Common Stock underlying such MainSource restricted stock award. Each outstanding MainSource performance share unit vested (with any performance-based vesting condition deemed satisfied at target) and converted into the right to receive 1.3875 shares of Company Common Stock for each share of MainSource Common Stock underlying such MainSource performance share unit. In addition, warrants to purchase approximately 574,732 shares of MainSource Common Stock at an exercise price of approximately $14.88 per share converted into the right to acquire approximately 797,441 shares of Company Common Stock at a per share exercise price of approximately $10.72.
Immediately following the Merger, MainSource’s wholly-owned subsidiary, MainSource Bank, merged with and into the Company’s wholly-owned subsidiary, First Financial Bank (the “Bank Merger”), with First Financial Bank as the surviving bank in the Bank Merger.
The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 27, 2017 and incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Transition of Certain Principal Officers
to the arrangements previously disclosed on the Current Report on Form 8-K filed by the Company on July 27, 2017, at the Effective Time, Archie M. Brown, Jr., who, prior to the Merger, served as the President and Chief Executive Officer of MainSource, became the Chief Executive Officer and President of the Company. Claude E. Davis, who served as the Chief Executive Officer of the Company prior to the Effective Time, transitioned to the role of Executive Chairman of the Board of Directors of the Company.
to the arrangements previously disclosed on the Current Report on Form 8-K filed by the Company on September 22, 2017, at the Effective Time, James M. Anderson, who, prior to the Merger, served as the Chief Financial Officer of MainSource, became the Chief Financial Officer of the Company. John M. Gavigan, who served as the Chief Financial Officer of the Company prior to the Effective Time, transitioned to the role of Chief Administrative Officer of the Company.
to the arrangements previously disclosed on the Current Report on Form 8-K filed by the Company on October 13, 2017, at the Effective Time, Anthony M. Stollings, who, prior to the Merger, served as the President and Chief Banking Officer of the Company, retained the role of Chief Banking Officer but the title of “President” transitioned to Mr. Brown.
Post-Merger Board of Directors
to the terms of the Merger Agreement, at the Effective Time, the Company caused the board of directors of the combined company (the “Board”) to be comprised of nine (9) former Company directors and six (6) former MainSource directors. In order to create the vacancies necessary for such composition of the Board, the Company determined to increase the size of its Board of Directors at the Effective Time from twelve (12) members to fifteen (15) members and accepted the resignations of three (3) former Company directors, Murphe Knapke, David S. Barker and Jeff Meyer, with each such resignation being effective as of the Effective Time.
Upon the recommendation of MainSource, and after reviewing their relevant experiences and background and discussing the same, the Company’s Corporate Governance and Nominating Committee nominated, and the Company’s Board of Directors, after its own review and discussion approved, the appointment of Kathleen L Bardwell, William G. Barron, Vincent A. Berta, Archie M. Brown, Jr., Erin P. Hoeflinger and Thomas M. O’Brien (the “New Directors”) to serve on the Board, effective as of the Effective Time. Each of the New Directors directors will serve until the Company’s 2018 Annual Meeting of Shareholders, subject to his or her prior death, resignation or removal from office. Each of the New Directors was also elected to the Board of Directors of First Financial Bank.
Effective April 1, 2018, the members of the committees of the Board will be as follows:
| Audit Committee |
William J. Kramer, Chair Kathleen R. Bardwell, Vice Chair Thomas M. O’Brien Maribeth S. Rahe |
| Compensation Committee |
Thomas M. O’Brien, Chair Susan L. Knust, Vice Chair Erin P. Hoeflinger William J. Kramer |
| Compliance and Community Development Committee |
Cynthia O. Booth, Chair Erin P. Hoeflinger, Vice Chair William G. Barron Susan L. Knust |
| Enterprise Risk Committee |
Vincent A. Berta, Chair Corinne R. Finnerty, Vice Chair John T. Neighbours Richard E. Olszewski |
| Governance and Nominating Committee |
J. Wickliffe Ach, Chair Kathleen R. Bardwell, Vice Chair William G. Barron Corinne R. Finnerty Richard E. Olszewski |
| Capital Markets Committee |
Maribeth S. Rahe, Chair Cynthia O. Booth, Vice Chair Vincent A. Berta John T. Neighbours |
| Fiduciary Committee and Investment Product Committee (First Financial Bank only) |
Archie M. Brown, Jr., Chair Claude E. Davis J. Wickliffe Ach |
In connection with their service, each of New Directors will receive compensation under the Company’s non-employee director compensation package. Director compensation was most recently described in the Company’s Definitive Proxy Statement for its 2017 Annual Meeting of Shareholders, filed with the U.S. Securities and Exchange Commission on April 13, 2017.
Other than the Merger Agreement, there are no arrangements or understandings between the New Directors and any other person to which the New Directors were selected as directors. Since the beginning of the last fiscal year there have been no related party transactions between the Company and the New Directors that would be reportable under Item 404(a) of Regulation S-K.
On April 2, 2018, the Company issued a press release announcing the completion of the Merger. A copy of the press release is incorporated herein by reference as Exhibit99.1.
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Financial Statements of Businesses Acquired. |
Financial statements of the business acquired will be filed by amendment to this Current Report on Form8-K (this “Report”) no later than 71 days following the date that this Report is required to be filed.
| (b) | Pro Forma Financial Information. |
Pro forma financial information will be filed by amendment to this Report no later than 71 days following the date that this Report is required to be filed.
FIRST FINANCIAL BANCORP /OH/ ExhibitEX-99.1 2 tv489867_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Annie Efkeman 812.663.6645 (office) 513.520.5111 (mobile) media@bankatfirst.com First Financial Bancorp. and MainSource Financial Group,…To view the full exhibit click here
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.