Item 8.01Other Events.

On February 13, 2018, First Financial Bancorp. and MainSource Financial Group,Inc. announced that MainSource Financial Group’s wholly owned bank subsidiary, MainSource Bank, entered into a Branch Purchase and Assumption Agreement with German American Bancorp (“GAB”) on February 12, 2018 to sell certain assets to GAB, including four (4)MainSource Bank branch locations in Columbus (Bartholomew County),Indiana, and one (1)MainSource Bank branch location in Greensburg (Decatur County),Indiana. The sale includes all deposits and loans, as well as all real and personal property, associated with the branches. Subject to the receipt of regulatory approvals and the satisfaction of customary closing conditions, the transaction is expected to close in the second quarter of 2018.

Attached hereto as Exhibit99.1 is a press release announcing the branch purchase which is incorporated herein by reference.

Forward Looking Statements

Certain statements contained in this release which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals, projections and benefits relating to the proposed merger (the “Merger”) between MainSource Financial Group (“MainSource”) and First Financial Bancorp (“First Financial”), which are subject to numerous assumptions, risks and uncertainties. Words such as “believes,” “anticipates,” “likely,” “expected,” “estimated,” “intends” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Please refer to each of MainSource’s and First Financial’s Annual Report on Form 10-K for the year ended December 31, 2016, as well as their other filings with the SEC, for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements.

Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of the management’s control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors previously disclosed in reports filed by MainSource and First Financial with the SEC, risks and uncertainties for MainSource, First Financial and the combined company include, but are not limited to: the possibility that any of the anticipated benefits of the proposed Merger will not be realized or will not be realized within the expected time period; the risk that integration of MainSource’s operations with those of First Financial will be materially delayed or will be more costly or difficult than expected; the inability to close the Merger in a timely manner; diversion of management's attention from ongoing business operations and opportunities; the failure to satisfy other conditions to completion of the Merger, including receipt of required regulatory and other approvals; the failure of the proposed Merger to close for any other reason; the challenges of integrating and retaining key employees; the effect of the announcement of the Merger on MainSource’s, First Financial’s or the combined company's respective customer relationships and operating results; the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; and general competitive, economic, political and market conditions and fluctuations. All forward-looking statements included in this filing are made as of the date hereof and are based on information available at the time of the filing. Except as required by law, neither MainSource nor First Financial assumes any obligation to update any forward-looking statement.

Item 9.01Financial Statements and Exhibits.

The following exhibit shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.


99.1 Press Release dated February 13, 2018.

EX-99.1 2 ex991pressrelease-021218.htm EXHIBIT 99.1 Exhibit         EXHIBIT 99.1NEWS RELEASE    FOR IMMEDIATE RELEASEContacts:    Lauren Ponti-Zins(513) 246-2137 (office)[email protected]            FIRST FINANCIAL BANCORP AND MAINSOURCE FINANCIAL GROUP,…
To view the full exhibit click here


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.

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