MainSource Financial Group,Inc. (NASDAQ:MSFG) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01. Completion of Acquisition or Disposition of Assets.
On April1, 2018, MainSource Financial Group,Inc., an Indiana corporation (the “Company”), completed its previously announced merger (the “Merger”) with First Financial Bancorp., an Ohio corporation (“First Financial”), to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of July25, 2017, between the Company and First Financial.At the effective time of the Merger (the “Effective Time”), the Company merged with and into First Financial, with First Financial as the surviving corporation in the Merger. to the terms of the Merger Agreement, each holder of the Company’s common stock, no par value (“MainSource Common Stock”), has the right to receive 1.3875 shares of common stock of First Financial (the “Merger Consideration”), no par value (“First Financial 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.
Also, at the Effective Time, each outstanding Company stock option vested in full and converted into an option to purchase from First Financial, on the same terms and conditions as were applicable under the Company stock option, a number of shares of First Financial Common Stock determined by multiplying (i)the number of shares of MainSource Common Stock subject to the Company 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 Company stock option by (ii)1.3875. Each outstanding Company restricted stock award vested (with any performance-based vesting condition deemed satisfied) and converted into the right to receive 1.3875 shares of First Financial Common Stock for each share of MainSource Common Stock underlying such Company restricted stock award. Each outstanding Company 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 First Financial Common Stock for each share of MainSource Common Stock underlying such Company performance share unit. In addition, warrants to purchase approximately 574,732 shares of MainSource Common Stock at an exercise price of $14.88 per share converted into the right to acquire approximately 797,441 shares of First Financial Common Stock at a per share exercise price of approximately $10.72.
Immediately following the Merger, the Company’s wholly-owned subsidiary, MainSource Bank, merged with and into First Financial’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, which was filed as Exhibit2.1 to the Company’s Current Report on Form8-K filed on July27, 2017, which is incorporated herein by reference.
Item 2.01. Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard; Transfer of Listing.
On March29, 2018, the Company notified NASDAQ that trading in the MainSource Common Stock should be halted prior to market open on April2, 2018, and that the listing of the MainSource Common Stock should be removed. NASDAQ filed a notification of removal from listing of the MainSource Common Stock on Form25 with the Securities and Exchange Commission (“SEC”) on April1, 2018. First Financial, as the Company’s successor, intends to file a Form15 with the SEC with respect to the MainSource Common Stock requesting the deregistration of the MainSource Common Stock under Section12(g)of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d)of the Exchange Act.
