MainSource Financial Group,Inc. (NASDAQ:MSFG) Files An 8-K Completion of Acquisition or Disposition of Assets

MainSource Financial Group,Inc. (NASDAQ:MSFG) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets.

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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.

Item 2.01. Material Modification to Rights of Security Holders.

The information set forth in Items2.01, 3.01 and 5.03 of this Current Report on Form8-K is incorporated by reference into this Item 2.01.

Item 2.01. Changes in Control of Registrant.

Upon the completion of the Merger on April1, 2018, the Company merged with and into First Financial and, accordingly, a change in control of the Company occurred. The information set forth in Item 2.01, Item 2.01 and Item 2.01 of this Current Report on Form8-K is incorporated by reference into this Item 2.01.

Item 2.01. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April1, 2018, effective upon the consummation of the Merger, the Company’s directors and executive officers ceased serving in such capacities.

Item 2.01. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As a result of the Merger, at the Effective Time, the Company ceased to exist and First Financial continued as the surviving corporation. The Articles of Incorporation of First Financial, as amended and in effect at the Effective Time, and the Amended and Restated Regulations of First Financial, as in effect at the Effective Time, remained the Articles of Incorporation and Amended and Amended and Restated Regulations of First Financial as the surviving corporation in the Merger.

Copies of First Financial’s Articles of Incorporation and Amended and Restated Regulations are included as Exhibits 3.1 and 3.2 hereto, respectively, each of which is incorporated by reference herein. The information set forth in Item 2.01 of this Current Report on Form8-K is also incorporated by reference herein.

Item 2.01. Financial Statements and Exhibits.

(d)Exhibits

2.1

AgreementandPlanof Merger by and between First Financial Bancorp. and MainSource Financial Group,Inc., dated as of July25, 2017 (Schedules and certain exhibits have been omitted to Item 601(b)(2)of Regulation S-K. A copy of any omitted schedules or exhibits will be furnished supplementally to the SEC upon its request.) (Incorporated by referenceto Exhibit2.1 to MainSource’s Current Report onForm8-Kfiled on July27, 2017)

3.1

Amended Articles of Incorporation of First Financial Bancorp (reflecting all amendments filed with the Ohio Secretary of State) [for purposes of SEC reporting compliance only – not filed with the Ohio Secretary of State]

3.2

Amended and Restated Regulations of First Financial Bancorp, amended as of July28, 2015


MAINSOURCE FINANCIAL GROUP Exhibit
EX-3.1 2 a18-9296_1ex3d1.htm EX-3.1 Exhibit 3.1   AMENDED AND RESTATED ARTICLES OF INCORPORATION OF FIRST FINANCIAL BANCORP.   FIRST. The name of said corporation shall be First Financial Bancorp.   SECOND. The place in Ohio where its principal office is to be located is Cincinnati,…
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About MainSource Financial Group,Inc. (NASDAQ:MSFG)

MainSource Financial Group, Inc. is a bank holding company. The Company operates a banking subsidiary: MainSource Bank (the Bank), an Indiana state-chartered bank. Through the Bank, the Company offers a range of financial services, including accepting time and transaction deposits; making consumer, commercial, agribusiness and real estate mortgage loans; renting safe deposit facilities; providing personal and corporate trust services, and providing other corporate services, such as letters of credit and repurchase agreements. The Company operates approximately 80 branch banking offices in Indiana, Illinois, Ohio and Kentucky. Its non-banking subsidiaries include MainSource Insurance, LLC; Insurance Services Marketing, LLC; MainSource Title, LLC; MainSource Risk Management, Inc., and New American Real Estate, LLC. Through its non-bank affiliates, the Company provides services incidental to the business of banking.

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