MainSource Financial Group,Inc. (NASDAQ:MSFG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive
Agreement
On December19, 2016, MainSource Financial Group,Inc., an Indiana
corporation (MainSource), entered into an Agreement and Plan of
Merger (the Merger Agreement) with FCB Bancorp,Inc., a Kentucky
corporation (FCB), to which FCB will merge with and into
MainSource, whereupon the separate corporate existence of FCB
will cease and MainSource will survive (the Merger). After the
Merger, The First Capital Bank of Kentucky, a Kentucky-chartered
bank and a wholly-owned subsidiary of FCB (FCB Bank), will be a
wholly-owned subsidiary of MainSource. MainSource anticipates
that within a few months following the Merger, MainSource will
merge FCB Bank with and into MainSource Bank, an Indiana
chartered commercial bank and wholly-owned subsidiary of
MainSource, with MainSource Bank as the surviving bank.
The Merger Agreement has been unanimously approved by the boards
of directors of each of MainSource and FCB. Subject to the
approval of FCBs stockholders of the Merger, regulatory approvals
and other customary closing conditions, the parties anticipate
completing the Merger in the second quarter of 2017.
The members of the board of directors of FCB have entered into a
voting agreement to which they have agreed to vote their shares
of FCB common stock in favor of the Merger. A copy of the voting
agreement is filed as Exhibit10.1 and incorporated herein by
reference.
At the effective time of the Merger, stockholders of FCB shall be
entitled to receive (i)0.9 shares of MainSource common stock (the
Exchange Ratio) and (ii)$7.00 in cash for each share of FCB
common stock owned. Additionally, all outstanding and unexercised
options to purchase FCB stock will vest in full and be converted
automatically into the right to receive an amount of cash equal
to the product of (i)the difference (if positive) between
(A)$7.00 plus the product of (y)0.9 and (z)the average of the
daily closing sales prices of a share of MainSource common stock
as reported on the NASDAQ for the 10 consecutive trading days
ending on the third business day preceding the Closing Date
minus (B)the exercise price of such FCB stock option,
multiplied by (ii)the number of shares of FCB common
stock subject to such FCB stock option. Based upon the
December16, 2016 closing price of $32.65 per share of MainSource
common stock, the transaction is valued at approximately $56.9
million.
At the effective time of the Merger, the Exchange Ratio may be
adjusted in the manner prescribed in the Merger Agreement based
on the following: (i)if there is a change in the number of shares
of common stock issued and outstanding prior to the effective
time of the Merger by way of a stock split, stock dividend,
recapitalization, reclassification, or similar transaction with
respect to the outstanding MainSource common stock; and (ii)at
MainSources option, in the manner prescribed in the Merger
Agreement, following written notice of termination from FCB
resulting from a specified decrease in MainSources market value.
The Merger Agreement contains representations, warranties and
covenants of MainSource and FCB including, among others,
covenants that require (i)FCB 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 earlier
termination of the Merger Agreement and (ii)FCB not to engage in
certain kinds of transactions during such period (without the
prior written consent of MainSource). Subject to certain terms
and conditions, the board of directors of FCB will recommend the
approval and adoption of the Merger Agreement and the Merger
contemplated thereby, and will solicit proxies voting in favor of
the Merger Agreement from FCBs stockholders. FCB has also agreed
not to (i)solicit proposals relating to alternative business
combination transactions or (ii)subject to certain exceptions,
enter into discussions or negotiations or provide confidential
information in connection with any proposals for alternative
business combination transactions.
The Merger Agreement provides certain termination rights for both
MainSource and FCB, and further provides that upon termination of
the Merger Agreement under certain circumstances related to FCBs
acceptance of a superior acquisition proposal, FCB will be
obligated to pay MainSource a termination fee of $2.0 million. If
the Merger Agreement is terminated by MainSource or FCB as a
result of the other partys breach of the Merger Agreement, the
breaching party will be obligated to pay the non-breaching party
a termination fee of $500,000.
As noted above, consummation of the Merger is subject to
various conditions, including (i)receipt of the requisite
approval of the stockholders of FCB, (ii)receipt of regulatory
approvals, (iii)absence of any law or order prohibiting the
closing, (iv)effectiveness of the registration statement to be
filed by MainSource with the Securities and Exchange Commission
(the SEC) with respect to the MainSource common stock to be
issued in the Merger, and (v)authorization for listing on the
NASDAQ Stock Market of the shares of MainSource common stock to
be issued in the Merger. In addition, each partys obligation to
consummate the Merger is subject to certain other conditions,
including (i)the accuracy of the representations and warranties
of the other party, (ii)compliance of the other party with its
covenants in all material respects, and (iii)receipt by such
party of an opinion from MainSources counsel to the effect that
the Merger will qualify as a reorganization within the meaning
of Section368(a)of the Internal Revenue Code of 1986, as
amended.
The Merger Agreement also contains representations and
warranties that the parties have made to each other as of
specific dates. Except for its status as a contractual document
that establishes and governs the legal relations among the
parties with respect to the Merger described therein, the
Merger Agreement is not intended to be a source of factual,
business or operational information about the parties. The
representations and warranties contained in the Merger
Agreement were made only for purposes of that agreement and as
of specific dates, may be subject to a contractual standard of
materiality different from what a shareholder might view as
material, may have been used for purposes of allocating risk
between the respective parties rather than establishing matters
as facts, may have been qualified by certain disclosures not
reflected in the Merger Agreement that were made to the other
party in connection with the negotiation of the Merger
Agreement and generally were solely for the benefit of the
parties to that agreement. Stockholders should read the Merger
Agreement together with the other information concerning
MainSource that is publicly filed in reports and statements
with the SEC.
The foregoing description of the Merger Agreement is not
complete and is qualified in its entirety by reference to the
full text of the Merger Agreement, which is filed as Exhibit2.1
hereto and is incorporated herein by reference.
A copy of the press release issued jointly by MainSource and
FCB on December19, 2016 announcing the execution of the Merger
Agreement is attached hereto as Exhibit99.1 and is incorporated
by reference herein.
Additional Information for Shareholders
In connection with the proposed merger, MainSource will file
with the SEC a Registration Statement on FormS-4 that will
include a Proxy Statement of FCB and a Prospectus of MainSource
(the Proxy Statement/Prospectus), as well as other relevant
documents concerning the proposed transaction. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a
solicitation of any vote or approval. STOCKHOLDERS 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. A free copy of
the Proxy Statement/Prospectus, as well as other filings
containing information about MainSource and FCB, may be
obtained at the SECs Internet site (http://www.sec.gov). You
will also be able to obtain these documents, free of charge,
from MainSource at www.mainsourcebank.com under the tab
Investor Relations. Alternatively, these documents, when
available, can be obtained free of charge from MainSource upon
written request to MainSource Financial Group,Inc., Attn:
Corporate Secretary, 2105 North State Road 3 Bypass
Greensburg,Indiana 47240 or by calling (812) 663-673 or from
FCB upon written request to FCB Bancorp,Inc., Attn: Brian Karst
at 293 North Hubbards Lane, Louisville, Kentucky 40207 or by
calling (502) 895-5040.
MainSource and FCB and certain of their directors and executive
officers may be deemed to be participants in the solicitation
of proxies from the stockholders of FCB in connection with the
proposed merger. Information about the directors and executive
officers of MainSource is set forth in the proxy statement for
MainSources 2016 annual meeting of shareholders, as filed with
the SEC on a Schedule 14A on March23, 2016. Information about
the directors and executive officers of FCB will be set forth
in the Proxy Statement/Prospectus. Additional information
regarding the interests of those participants and 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.
Forward-Looking Statements
This Current Report on Form8-K contains certain forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements include, but
are not limited to, statements about the expected timing,
completion, financial benefits and other effects of the
proposed merger between MainSource and FCB. Forward-looking
statements can be identified by the use of the words
anticipate, believe, expect, intend, could and should, and
other words of similar meaning. These forward-looking
statements express managements current expectations or
forecasts of future events and, by their nature, are subject to
risks and uncertainties and there are a number of factors that
could cause actual results to differ materially from those in
such statements. Factors that might cause such a difference
include, but are not limited to: expected cost savings,
synergies and other financial benefits from the proposed merger
might not be realized within the expected time frames and costs
or difficulties relating to integration matters might be
greater than expected; the requisite shareholder and regulatory
approvals for the proposed merger might not be obtained;
market, economic, operational, liquidity, credit and interest
rate risks associated with MainSources and FCBs businesses,
competition, government legislation and policies; ability of
MainSource and FCB to execute their respective business plans
(including the proposed acquisition of FCB); changes in the
economy which could materially impact credit quality trends and
the ability to generate loans and gather deposits; failure or
circumvention of either MainSources or FCBs internal controls;
failure or disruption of our information systems; significant
changes in accounting, tax or regulatory practices or
requirements; new legal obligations or liabilities or
unfavorable resolutions of litigations; other matters discussed
in this Current Report and other factors identified in
MainSources Annual Reports on Form10-K and other periodic
filings with the SEC. These forward-looking statements are made
only as of the date of this Current Report, and neither
MainSource nor FCB undertakes an obligation to release
revisions to these forward-looking statements to reflect events
or conditions after the date of this Current Report.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
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ExhibitNo. |
|
Description |
|
2.1 |
Agreement and Plan of Merger, dated December19, 2016, by |
|
|
10.1 |
Formof Voting Agreement dated December19, 2016 |
|
|
99.1 |
Joint Press Release issued by MainSource Financial |
|
* |
Schedules have been omitted to Item601(b)(2)of Regulation |
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. MainSource Financial Group, Inc. (NASDAQ:MSFG) Recent Trading Information
MainSource Financial Group, Inc. (NASDAQ:MSFG) closed its last trading session down -0.03 at 32.62 with 101,078 shares trading hands.
