MainSource Financial Group,Inc. (NASDAQ:MSFG) Files An 8-K Other Events

Item 8.01. Other Events.

On April30, 2017 MainSource completed its previously announced
acquisition of FCB Bancorp,Inc. (FCB) to the Agreement and Plan
of Merger dated December19, 2016 (the Merger Agreement) by and
between MainSource and FCB. to the terms of the Merger Agreement,
which was approved by the shareholders of FCB on April26, 2017,
FCB was merged with and into MainSource, with MainSource being
the surviving corporation. As a result of the merger, The First
Capital Bank of Kentucky (First Capital Bank) became a
wholly-owned subsidiary of MainSource. MainSource anticipates
merging First Capital Bank into MainSource Bank in the coming
months.

Upon completion of the Merger, each issued and outstanding share
of FCB common stock converted into the right 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 vested in full and 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 April28, 2017 closing price of $34.20 per
share of MainSource common stock, and including cash payable to
FCB stock option holders in connection with the conversion of FCB
stock options into a right to receive cash as described above,
the transaction is valued at approximately $58.9 million.

The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Merger Agreement, which is incorporated herein
by reference as Exhibit2.1.

A copy of the MainSource press release dated May1, 2017
announcing the completion of the Merger is attached hereto as
Exhibit99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and
Exhibits.

(d) Exhibits.

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 Bank offers various loans, such as commercial loans, commercial real estate loans, residential loans and consumer loans. Commercial loans include secured and unsecured loans, including real estate loans, to individuals and companies and to governmental units within the market area of the Bank. It offers various deposits, which include demand, interest bearing demand, savings/money markets and certificates of deposit.

MainSource Financial Group, Inc. (NASDAQ:MSFG) Recent Trading Information

MainSource Financial Group, Inc. (NASDAQ:MSFG) closed its last trading session 00.00 at 34.20 with 94,055 shares trading hands.