Horizon Bancorp (NASDAQ:HBNC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On June 13, 2017, Horizon Bancorp (Horizon) entered into an
Agreement and Plan of Merger (the Merger Agreement) with
Wolverine Bancorp, Inc., a Maryland corporation (Wolverine
Bancorp). to the Merger Agreement, Wolverine Bancorp will merge
with and into Horizon, with Horizon as the surviving corporation
(the Merger). Immediately following the Merger, Wolverine Bank, a
federally chartered savings bank and wholly-owned subsidiary of
Wolverine Bancorp, will merge with and into Horizon Bank,
National Association, the wholly-owned national bank subsidiary
of Horizon (Horizon Bank), with Horizon Bank as the surviving
bank. The Merger Agreement is attached as Exhibit 2.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.
Agreement and Plan of Merger (the Merger Agreement) with
Wolverine Bancorp, Inc., a Maryland corporation (Wolverine
Bancorp). to the Merger Agreement, Wolverine Bancorp will merge
with and into Horizon, with Horizon as the surviving corporation
(the Merger). Immediately following the Merger, Wolverine Bank, a
federally chartered savings bank and wholly-owned subsidiary of
Wolverine Bancorp, will merge with and into Horizon Bank,
National Association, the wholly-owned national bank subsidiary
of Horizon (Horizon Bank), with Horizon Bank as the surviving
bank. The Merger Agreement is attached as Exhibit 2.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.
The boards of directors of each of Horizon and Wolverine Bancorp
have approved the Merger and the Merger Agreement. Subject to the
approval of the Merger by Wolverine Bancorps shareholders,
regulatory approvals, and other customary closing conditions, the
parties anticipate completing the Merger at the end of the third
or early in the fourth quarter of 2017.
have approved the Merger and the Merger Agreement. Subject to the
approval of the Merger by Wolverine Bancorps shareholders,
regulatory approvals, and other customary closing conditions, the
parties anticipate completing the Merger at the end of the third
or early in the fourth quarter of 2017.
Upon completion of the Merger, each Wolverine Bancorp shareholder
will have the right to receive fixed consideration of (i) $14.00
per share in cash, and (ii) 1.0152 shares of Horizon common stock
for each share of Wolverine Bancorps common stock. Based on
Horizons June 13, 2017 closing price of $27.50 per share as
reported on the NASDAQ Global Select Market, the implied price
per share of Wolverine Bancorps common stock would be $41.92, for
an estimated transaction value of $91.8 million.
will have the right to receive fixed consideration of (i) $14.00
per share in cash, and (ii) 1.0152 shares of Horizon common stock
for each share of Wolverine Bancorps common stock. Based on
Horizons June 13, 2017 closing price of $27.50 per share as
reported on the NASDAQ Global Select Market, the implied price
per share of Wolverine Bancorps common stock would be $41.92, for
an estimated transaction value of $91.8 million.
All of the members of the board of directors and the executive
officers of Wolverine Bancorp and Wolverine Bank, in their
capacity as shareholders, have entered into a voting agreement to
which they have agreed to vote their shares of Wolverine Bancorp
common stock in favor of the approval and adoption of the Merger
Agreement and the Merger. A copy of the voting agreement is
attached to the Merger Agreement and is also included with this
Current Report on Form 8-K as Exhibit 10.1 and incorporated by
reference herein. In addition, to the Merger Agreement and
subject to certain terms and conditions, the board of directors
of Wolverine Bancorp has agreed to recommend the approval and
adoption of the Merger Agreement and the Merger to the Wolverine
Bancorp shareholders and will solicit proxies voting in favor of
the Merger Agreement and Merger from Wolverine Bancorps
shareholders.
officers of Wolverine Bancorp and Wolverine Bank, in their
capacity as shareholders, have entered into a voting agreement to
which they have agreed to vote their shares of Wolverine Bancorp
common stock in favor of the approval and adoption of the Merger
Agreement and the Merger. A copy of the voting agreement is
attached to the Merger Agreement and is also included with this
Current Report on Form 8-K as Exhibit 10.1 and incorporated by
reference herein. In addition, to the Merger Agreement and
subject to certain terms and conditions, the board of directors
of Wolverine Bancorp has agreed to recommend the approval and
adoption of the Merger Agreement and the Merger to the Wolverine
Bancorp shareholders and will solicit proxies voting in favor of
the Merger Agreement and Merger from Wolverine Bancorps
shareholders.
The Merger Agreement contains representations, warranties, and
covenants of Wolverine Bancorp and Horizon including, among
others, covenants requiring Wolverine Bancorp (i) to conduct its
business in the ordinary course during the period between the
execution of the Merger Agreement and the effective time of the
Merger or the earlier termination of the Merger Agreement, and
(ii) to refrain from engaging in certain kinds of transactions
during such period. In addition, Wolverine Bancorp has agreed not
to solicit proposals relating to alternative business combination
transactions or, subject to certain exceptions, enter into
discussions or negotiations or provide confidential information
in connection with any proposals for alternative business
combinations.
covenants of Wolverine Bancorp and Horizon including, among
others, covenants requiring Wolverine Bancorp (i) to conduct its
business in the ordinary course during the period between the
execution of the Merger Agreement and the effective time of the
Merger or the earlier termination of the Merger Agreement, and
(ii) to refrain from engaging in certain kinds of transactions
during such period. In addition, Wolverine Bancorp has agreed not
to solicit proposals relating to alternative business combination
transactions or, subject to certain exceptions, enter into
discussions or negotiations or provide confidential information
in connection with any proposals for alternative business
combinations.
The Merger Agreement also provides certain termination rights for
both Horizon and Wolverine Bancorp, and further provides that
upon termination of the Merger Agreement under certain
circumstances, Wolverine Bancorp will be obligated to pay Horizon
a termination fee of $3,539,000. Also, Wolverine Bancorp may
terminate the Merger Agreement if, during the five-day period
following the receipt of all approvals and consents necessary for
consummation of the Merger, both (i) the average daily closing
sales prices of a share of Horizon common stock during the 15
consecutive trading days (counting only days on which shares
actually traded on the NASDAQ Global Select Market) before the
date of receipt of the approvals and consents is less than
$23.02, and (ii) Horizons share price declines by an amount that
is at least 15% greater than the corresponding price decline in
the SNL Small Cap U.S. Bank and Thrift Index.
both Horizon and Wolverine Bancorp, and further provides that
upon termination of the Merger Agreement under certain
circumstances, Wolverine Bancorp will be obligated to pay Horizon
a termination fee of $3,539,000. Also, Wolverine Bancorp may
terminate the Merger Agreement if, during the five-day period
following the receipt of all approvals and consents necessary for
consummation of the Merger, both (i) the average daily closing
sales prices of a share of Horizon common stock during the 15
consecutive trading days (counting only days on which shares
actually traded on the NASDAQ Global Select Market) before the
date of receipt of the approvals and consents is less than
$23.02, and (ii) Horizons share price declines by an amount that
is at least 15% greater than the corresponding price decline in
the SNL Small Cap U.S. Bank and Thrift Index.
As referenced above, the consummation of the Merger is subject to
various conditions, including (i) receipt of the requisite
approval of the Merger Agreement and Merger by the shareholders
of Wolverine Bancorp, (ii) receipt of all required regulatory
approvals, (iii) the absence of any law or order prohibiting the
closing of the Merger, (iv) the effectiveness of the registration
statement to be filed by Horizon with the Securities and Exchange
Commission (the SEC) with respect to the Horizon common stock to
be issued in the Merger, and (v) Wolverine Bancorps consolidated
shareholders equity as of the end of the month prior to the
effective time of the Merger, after certain adjustments, must not
be less than $62.8 million. In addition, each partys obligation
to consummate the Merger is subject to certain other conditions,
including the accuracy of the representations and warranties of
the other party and compliance of the other party with its
covenants.
various conditions, including (i) receipt of the requisite
approval of the Merger Agreement and Merger by the shareholders
of Wolverine Bancorp, (ii) receipt of all required regulatory
approvals, (iii) the absence of any law or order prohibiting the
closing of the Merger, (iv) the effectiveness of the registration
statement to be filed by Horizon with the Securities and Exchange
Commission (the SEC) with respect to the Horizon common stock to
be issued in the Merger, and (v) Wolverine Bancorps consolidated
shareholders equity as of the end of the month prior to the
effective time of the Merger, after certain adjustments, must not
be less than $62.8 million. In addition, each partys obligation
to consummate the Merger is subject to certain other conditions,
including the accuracy of the representations and warranties of
the other party and compliance of the other party with its
covenants.
Eric P. Blackhurst, a member of Wolverine Bancorps board of
directors, will be appointed to the boards of directors of
Horizon and Horizon Bank effective as of the closing of the
Merger.
directors, will be appointed to the boards of directors of
Horizon and Horizon Bank effective as of the closing of the
Merger.
The foregoing description of the Merger Agreement and the Voting
Agreement is not complete and is qualified in its entirety by
reference to the Merger Agreement and the Voting Agreement, which
are filed as Exhibits 2.1 and 10.1, respectively, and
incorporated by reference.
Agreement is not complete and is qualified in its entirety by
reference to the Merger Agreement and the Voting Agreement, which
are filed as Exhibits 2.1 and 10.1, respectively, and
incorporated by reference.
Cautionary Statement Regarding Representations and Warranties
The representations, warranties, and covenants contained in the
Merger Agreement were made only for purposes of the Merger
Agreement and as of specific dates, were solely for the benefit
of the parties to the Merger Agreement, and are subject to
limitations agreed upon by the contracting parties, including
being qualified by confidential disclosures exchanged between the
parties in connection with the execution of the Merger Agreement.
The representations and warranties may have been 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. Investors are not third-party beneficiaries under the
Merger Agreement and should not rely on the representations,
warranties, and covenants or any descriptions thereof as
characterizations of the actual state of facts or conditions.
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.
Merger Agreement were made only for purposes of the Merger
Agreement and as of specific dates, were solely for the benefit
of the parties to the Merger Agreement, and are subject to
limitations agreed upon by the contracting parties, including
being qualified by confidential disclosures exchanged between the
parties in connection with the execution of the Merger Agreement.
The representations and warranties may have been 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. Investors are not third-party beneficiaries under the
Merger Agreement and should not rely on the representations,
warranties, and covenants or any descriptions thereof as
characterizations of the actual state of facts or conditions.
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.
Item 8.01 Other Events
In connection with the execution of the Merger Agreement
discussed in Item 1.01 above, Horizon and Wolverine Bancorp
issued a joint press release. A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated by reference
herein.
discussed in Item 1.01 above, Horizon and Wolverine Bancorp
issued a joint press release. A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated by reference
herein.
In addition, Horizon intends to provide supplemental information
regarding the proposed transaction in connection with
presentations to analysts and investors. A copy of the slides
that will be made available in connection with the presentations
is attached hereto as Exhibit 99.2.
regarding the proposed transaction in connection with
presentations to analysts and investors. A copy of the slides
that will be made available in connection with the presentations
is attached hereto as Exhibit 99.2.
Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking
statements regarding the financial performance, business
prospects, growth and operating strategies of Horizon and
Wolverine Bancorp. For these statements, Horizon and Wolverine
Bancorp each claims the protections of the safe harbor for
forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. Statements in this communication
should be considered in conjunction with the other information
available about Horizon and Wolverine Bancorp, including the
information in the filings each makes with the SEC.
Forward-looking statements provide current expectations or
forecasts of future events and are not guarantees of future
performance. The forward-looking statements are based on
managements expectations and are subject to a number of risks and
uncertainties. Each of Horizon and Wolverine Bancorp has tried,
wherever possible, to identify such forward-looking statements by
using words such as anticipate, estimate, project, intend, plan,
believe, will and similar expressions in connection with any
discussion of future operating or financial performance.
statements regarding the financial performance, business
prospects, growth and operating strategies of Horizon and
Wolverine Bancorp. For these statements, Horizon and Wolverine
Bancorp each claims the protections of the safe harbor for
forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. Statements in this communication
should be considered in conjunction with the other information
available about Horizon and Wolverine Bancorp, including the
information in the filings each makes with the SEC.
Forward-looking statements provide current expectations or
forecasts of future events and are not guarantees of future
performance. The forward-looking statements are based on
managements expectations and are subject to a number of risks and
uncertainties. Each of Horizon and Wolverine Bancorp has tried,
wherever possible, to identify such forward-looking statements by
using words such as anticipate, estimate, project, intend, plan,
believe, will and similar expressions in connection with any
discussion of future operating or financial performance.
Although management believes that the expectations reflected in
such forward-looking statements are reasonable, actual results
may differ materially from those expressed or implied in such
statements. Risks and uncertainties that could cause actual
results to differ materially include risk factors relating to the
banking industry and the other factors detailed from time to time
in Horizons and Wolverine Bancorps reports filed with the SEC,
including those described in their respective Forms 10-K and the
following factors: ability to obtain regulatory approvals and
meet other closing conditions to the Merger, including approval
by Wolverine Bancorps shareholders; delay in closing the Merger;
difficulties and delays in integrating Horizons and Wolverine
Bancorps businesses or fully realizing cost savings and other
benefits; business disruption following the Merger; changes in
asset quality and credit risk; the inability to sustain revenue
and earnings growth; changes in interest rates and capital
markets; inflation; customer acceptance of Horizons products and
services; customer borrowing, repayment, investment, and deposit
practices; customer disintermediation; the introduction,
withdrawal, success, and timing of business initiatives;
competitive conditions; the inability to realize cost savings or
revenues or to implement integration plans and other consequences
associated with mergers, acquisitions, and divestitures; economic
conditions; and the impact, extent, and timing of technological
changes, capital management activities, and other actions of the
Federal Reserve Board and legislative and regulatory actions and
reforms, including those associated with the Dodd-Frank Wall
Street Reform and Consumer Protection Act. Undue reliance should
not be placed on the forward-looking statements, which speak only
as of the date hereof. Neither Horizon nor Wolverine Bancorp
undertakes, and specifically disclaims any obligation, to
publicly release the result of any revisions that may be made to
update any forward-looking statement to reflect the events or
circumstances after the date on which the forward-looking
statement is made, or reflect the occurrence of unanticipated
events, except to the extent required by law.
such forward-looking statements are reasonable, actual results
may differ materially from those expressed or implied in such
statements. Risks and uncertainties that could cause actual
results to differ materially include risk factors relating to the
banking industry and the other factors detailed from time to time
in Horizons and Wolverine Bancorps reports filed with the SEC,
including those described in their respective Forms 10-K and the
following factors: ability to obtain regulatory approvals and
meet other closing conditions to the Merger, including approval
by Wolverine Bancorps shareholders; delay in closing the Merger;
difficulties and delays in integrating Horizons and Wolverine
Bancorps businesses or fully realizing cost savings and other
benefits; business disruption following the Merger; changes in
asset quality and credit risk; the inability to sustain revenue
and earnings growth; changes in interest rates and capital
markets; inflation; customer acceptance of Horizons products and
services; customer borrowing, repayment, investment, and deposit
practices; customer disintermediation; the introduction,
withdrawal, success, and timing of business initiatives;
competitive conditions; the inability to realize cost savings or
revenues or to implement integration plans and other consequences
associated with mergers, acquisitions, and divestitures; economic
conditions; and the impact, extent, and timing of technological
changes, capital management activities, and other actions of the
Federal Reserve Board and legislative and regulatory actions and
reforms, including those associated with the Dodd-Frank Wall
Street Reform and Consumer Protection Act. Undue reliance should
not be placed on the forward-looking statements, which speak only
as of the date hereof. Neither Horizon nor Wolverine Bancorp
undertakes, and specifically disclaims any obligation, to
publicly release the result of any revisions that may be made to
update any forward-looking statement to reflect the events or
circumstances after the date on which the forward-looking
statement is made, or reflect the occurrence of unanticipated
events, except to the extent required by law.
Important Additional Information for Shareholders and Where to
Find It
Find It
This communication is being made with respect to the proposed
transaction involving Horizon and Wolverine Bancorp. This
material is not a solicitation of any vote or approval of the
Wolverine Bancorp shareholders and is not a substitute for the
proxy statement/prospectus or any other documents that Wolverine
Bancorp may send to its shareholders in connection with the
proposed Merger.
transaction involving Horizon and Wolverine Bancorp. This
material is not a solicitation of any vote or approval of the
Wolverine Bancorp shareholders and is not a substitute for the
proxy statement/prospectus or any other documents that Wolverine
Bancorp may send to its shareholders in connection with the
proposed Merger.
In connection with the proposed Merger, Horizon will file with
the SEC a Registration Statement on Form S-4 that will include a
Proxy Statement of Wolverine Bancorp and a Prospectus of Horizon,
as well as other relevant documents concerning the proposed
transaction. Shareholders and investors are urged to read the
registration statement and the proxy statement/prospectus
regarding the Merger when it becomes available and any other
relevant documents filed with the SEC, as well as any amendments
or supplements to those documents, because they will contain
important information.
the SEC a Registration Statement on Form S-4 that will include a
Proxy Statement of Wolverine Bancorp and a Prospectus of Horizon,
as well as other relevant documents concerning the proposed
transaction. Shareholders and investors are urged to read the
registration statement and the proxy statement/prospectus
regarding the Merger when it becomes available and any other
relevant documents filed with the SEC, as well as any amendments
or supplements to those documents, because they will contain
important information.
The proxy statement/prospectus and other relevant materials (when
they become available), and any other documents Horizon has filed
with the SEC, may be obtained free of charge at the SECs website
at www.sec.gov. In addition, investors and security holders may
obtain free copies of the documents Horizon has filed with the
SEC from Horizon at www.horizonbank.com under the tab About Us
Investor Relations Documents SEC Filings. Alternatively, these
documents, when available, can be obtained free of charge from
Horizon upon written request to Horizon Bancorp, attention: Dona
Lucker, Shareholder Relations Officer, 515 Franklin Square,
Michigan City, Indiana 46360 or by calling (219) 874-9272. The
information available through Horizons website is not and shall
not be deemed part of this Current Report on Form 8-K or
incorporated by reference into other filings Horizon makes with
the SEC. This communication does not constitute an offer to sell
or the solicitation of an offer to buy any securities.
they become available), and any other documents Horizon has filed
with the SEC, may be obtained free of charge at the SECs website
at www.sec.gov. In addition, investors and security holders may
obtain free copies of the documents Horizon has filed with the
SEC from Horizon at www.horizonbank.com under the tab About Us
Investor Relations Documents SEC Filings. Alternatively, these
documents, when available, can be obtained free of charge from
Horizon upon written request to Horizon Bancorp, attention: Dona
Lucker, Shareholder Relations Officer, 515 Franklin Square,
Michigan City, Indiana 46360 or by calling (219) 874-9272. The
information available through Horizons website is not and shall
not be deemed part of this Current Report on Form 8-K or
incorporated by reference into other filings Horizon makes with
the SEC. This communication does not constitute an offer to sell
or the solicitation of an offer to buy any securities.
Investors and security holders also may obtain free copies of the
documents Wolverine Bancorp has filed with the SEC from Wolverine
Bancorp at www.wolverinebank.com under the tab Investor
Information SEC Filings. Alternatively, these documents, when
available, can be obtained free of charge from Wolverine Bancorp
upon written request to Wolverine Bancorp, attention: Rick A.
Rosinski, Chief Operating Officer, 5710 Eastman Avenue, Midland,
Michigan 48460 or by calling (989) 631-4280. The information
available through Wolverine Bancorps website is not and shall not
be deemed part of this Current Report on Form 8-K or incorporated
by reference into other filings Wolverine Bancorp makes with the
SEC. This communication does not constitute an offer to sell or
the solicitation of an offer to buy any securities.
documents Wolverine Bancorp has filed with the SEC from Wolverine
Bancorp at www.wolverinebank.com under the tab Investor
Information SEC Filings. Alternatively, these documents, when
available, can be obtained free of charge from Wolverine Bancorp
upon written request to Wolverine Bancorp, attention: Rick A.
Rosinski, Chief Operating Officer, 5710 Eastman Avenue, Midland,
Michigan 48460 or by calling (989) 631-4280. The information
available through Wolverine Bancorps website is not and shall not
be deemed part of this Current Report on Form 8-K or incorporated
by reference into other filings Wolverine Bancorp makes with the
SEC. This communication does not constitute an offer to sell or
the solicitation of an offer to buy any securities.
Horizon and Wolverine Bancorp and certain of their directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Wolverine
Bancorp in connection with the proposed Merger. Information about
the directors and executive officers of Horizon is set forth in
Horizons Annual Report on Form 10-K filed with the SEC on
February 28, 2017, and in the proxy statement for Horizons 2017
annual meeting of shareholders, as filed with the SEC on March
17, 2017. Information about the directors and executive officers
of Wolverine Bancorp is set forth in Wolverine Bancorps Annual
Report on Form 10-K filed with the SEC on March 31, 2017, and in
the proxy statement for Wolverines 2017 annual meeting of
shareholders, as filed with the SEC on April 17, 2017. Additional
information regarding the interests of these participants and any
other persons who may be deemed participants in the transaction
may be obtained by reading the proxy statement/prospectus
regarding the proposed Merger when it becomes available. Free
copies of this document may be obtained as described in the
preceding paragraph.
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of Wolverine
Bancorp in connection with the proposed Merger. Information about
the directors and executive officers of Horizon is set forth in
Horizons Annual Report on Form 10-K filed with the SEC on
February 28, 2017, and in the proxy statement for Horizons 2017
annual meeting of shareholders, as filed with the SEC on March
17, 2017. Information about the directors and executive officers
of Wolverine Bancorp is set forth in Wolverine Bancorps Annual
Report on Form 10-K filed with the SEC on March 31, 2017, and in
the proxy statement for Wolverines 2017 annual meeting of
shareholders, as filed with the SEC on April 17, 2017. Additional
information regarding the interests of these participants and any
other persons who may be deemed participants in the transaction
may be obtained by reading the proxy statement/prospectus
regarding the proposed Merger when it becomes available. Free
copies of this document may be obtained as described in the
preceding paragraph.
Item 9.01 Financial Statements and Exhibits
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(d) Exhibits
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Exhibit No.
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Description
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2.1*
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Agreement and Plan of Merger by and among Horizon Bancorp
and Wolverine Bancorp, Inc., dated June 13, 2017 |
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10.1
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Voting Agreement dated June 13, 2017
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99.1
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Joint Press Release issued on June 14, 2017
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99.2
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Investor Presentation, dated June 14, 2017
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* Horizon has omitted schedules and similar attachments to the subject agreement to Item 601(b) of Regulation S-K. Horizon will furnish a copy of any omitted schedule or similar attachment to the SEC upon request. |
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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 hereto duly authorized.
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereto duly authorized.
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Date: June 14, 2017
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Horizon Bancorp
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By:
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/s/ Mark E. Secor | |
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Mark E. Secor,
Executive Vice President and Chief Financial Officer
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EXHIBIT INDEX
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(d) Exhibits
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Exhibit No.
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Description
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2.1*
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Agreement and Plan of Merger by and among Horizon Bancorp
and Wolverine Bancorp, Inc., dated June 13, 2017 |
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10.1
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Voting Agreement dated June 13, 2017
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99.1
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Joint Press Release issued on June 14, 2017
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99.2
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Investor Presentation, dated June 14, 2017
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*Horizon has omitted schedules and similar attachments to
the subject agreement |
About Horizon Bancorp (NASDAQ:HBNC)
Horizon Bancorp is a bank holding company. The Company provides a range of banking services in Northwestern and Central Indiana and Southwestern Michigan through its bank subsidiary, Horizon Bank, N.A. (the Bank), and other affiliated entities and Horizon Risk Management, Inc. The Bank is a full-service commercial bank offering commercial and retail banking services, corporate and individual trust and agency services and other services incident to banking. Horizon Risk Management, Inc. is a captive insurance company. The Bank’s loan portfolio consists of commercial loans, real estate loans, mortgage warehouse loans and consumer loans. The Bank’s investment securities include both securities available for sale and held to maturity. Its deposits include noninterest-bearing demand deposits, interest-bearing demand deposits, savings deposits, money market deposits and time deposits. The Bank maintains approximately 54 full service offices.