First Financial Corporation (NASDAQ:THFF) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 27, 2019, First Financial Corporation, an Indiana corporation (the “Company”), completed its previously announced merger (the “Merger”) with HopFed Bancorp, Inc., a Delaware corporation (“HopFed”), to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 7, 2019, between HopFed and the Company. At the effective time of the Merger (the “Effective Time”), HopFed merged with and into the Company, with the Company as the surviving corporation in the Merger.
to the terms of the Merger Agreement, at the Effective Time, each issued and outstanding share of HopFed common stock, $0.01 par value per share (“HopFed Common Stock”), was converted into the right to receive, at the stockholder’s election, either (or a combination of) 0.444 shares of Company common stock, without par value (“Company Common Stock”), or $21.00 in cash, subject to proration provisions specified in the Merger Agreement that provide for an aggregate split of 50% of shares of HopFed Common Stock being exchanged for Company Common Stock and 50% for cash, with cash to be paid in lieu of fractional shares (the “Merger Consideration”). Each outstanding share of Company Common Stock remained outstanding and was unaffected by the Merger.
Additionally, at the Effective Time, each outstanding restricted share of HopFed Common Stock that was unvested or contingent fully vested and was canceled and converted into the right to receive the Merger Consideration, less applicable tax withholdings.
Immediately following the Merger, HopFed’s wholly owned subsidiary, Heritage Bank USA, Inc., merged with and into the Company’s wholly owned subsidiary, First Financial Bank, National Association (“FFB”) (the “Bank Merger”), with FFB 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 Amendment No. 1 on Form 8-K/A filed on January 9, 2019 and incorporated herein by reference.
Item 8.01 Other Events.
On July 29, 2019, the Company issued a press release announcing the completion of the Merger. A copy of the press release is incorporated herein by reference as Exhibit 99.1.
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 Form 8-K (this “Report”) not 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 not later than 71 days following the date that this Report is required to be filed.
(d) Exhibits.
* to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the Commission or its staff upon request.
