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

ME Staff 8-k

8 years ago

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

Item 8.01 Other Events

On December19, 2016, MainSource Financial Group,Inc.
(MainSource), an Indiana corporation, entered into an Agreement
and Plan of Merger (the Merger Agreement) with FCB Bancorp,Inc.,
a Kentucky corporation (FCB), setting forth the terms and
conditions on which MSFG would acquire FCB (the Proposed
Transaction).

On April5, 2017, legal counsel to a purported beneficial owner of
shares of FCB common stock (the Shareholder) contacted FCBs legal
advisor in writing to assert claims of purported omissions of
material information regarding the Proposed Transaction in the
definitive Proxy Statement/Prospectus filed by MainSource with
the United States Securities and Exchange Commission on March17,
2017, and mailed to the FCB shareholders on or about March28,
2017 (the Proxy Statement).

MainSource and FCB subsequently engaged in arms-length
negotiations with the legal counsel to the Shareholder in an
attempt to resolve the asserted claims and MainSource determined
it would file certain supplemental disclosures regarding the
Proposed Transaction in this Current Report on Form8-K (this
Form8-K).

MainSource and FCB believe that no additional disclosure is
required to supplement the Proxy Statement. However, to minimize
the risk that threatened legal proceedings may delay or otherwise
adversely affect the consummation of the Proposed Transaction,
MainSource hereby provides the supplemental disclosures to the
Proxy Statement set forth below.

SUPPLEMENT TO PROXY STATEMENT

This supplemental information should be read in conjunction
with the Proxy Statement, which should be read in its entirety.
Capitalized terms used but not defined herein have the meanings
set forth in the Proxy Statement. To the extent that
information in this Form8-K differs from or updates information
contained in the Proxy Statement, the information in this Form8-K
shall supersede or supplement the information in the Proxy
Statement.

Without admitting in any way that any of the disclosures
below are material or required by the federal securities laws,
state fiduciary law, or any other applicable rule, statute,
regulation or law, MainSource provides the following additional
disclosures:

The following disclosures supplement and amend the
existing disclosures contained under the caption Risk Factors
which begins on page16 of the Proxy Statement:

Any litigation filed against FCB and its board of
directors or MainSource could prevent or delay the completion of
the Merger or result in the payment of damages following
completion of the Merger.

In connection with the Merger, the Shareholder has threatened a
putative shareholder class action lawsuit against FCB and its
board of directors and MainSource. Among other remedies which are
threatened, the Shareholder threatens to enjoin the Merger. If
the Shareholder files a lawsuit prior to the completion of the
Merger and dismissal is not granted or a settlement is not
reached and approved by the court, the lawsuit could prevent or
delay completion of the Merger and result in substantial costs to
FCB and MainSource, including any costs associated with
indemnification. Additional lawsuits may be filed against FCB,
MainSource or the directors and officers of either company in
connection with the Merger. The defense or settlement of any
lawsuit or claim that remains unresolved at the effective time of
the Merger may adversely affect MainSources business, financial
condition, results of operations and cash flows.

The following disclosures supplement and amend the
existing disclosures contained under the caption The Merger
Opinion of Sandler ONeill Partners, L.P. Comparable Company
Analyses which begins on page37 of the Proxy
Statement:

FCB Comparable Company Analyses

The following table sets forth the data for each of the
financial institutions included in the FCB Peer Group:

Financial Data as of or for the Period Ended September30,
2016

Valuation Data as of December16, 2016

			BalanceSheet	LTMProfitability	Valuation
											Price/
					NPAs(1)/				Net		Tang.		Current
			Total	Loans/	Total	TCE/			Interest	Efficiency	Book	LTM	Dividend	Market
			Assets	Deposits	Assets	TA	ROAA	ROAE	Margin	Ratio	Value	EPS	Yield	Value
Company	City,State	Ticker	($mm)	(%)	(%)	(%)	(%)	(%)	(%)	(%)	(%)	(x)	(%)	($mm)
Tri-County Financial Group,Inc.	Mendota,IL	TYFG		93.1	1.18	6.60	0.74	8.15	3.47	76.92		NM	1.5
Porter Bancorp,Inc.	Louisville, KY	PBIB		74.3	2.55	4.44	0.35	8.84	3.42	87.52		25.7	0.0
HopFed Bancorp,Inc.	Hopkinsville, KY	HFBC		82.2	2.17	10.19	0.28	2.75	3.30	85.80		34.1	1.2
Croghan Bancshares,Inc.	Fremont, OH	CHBH		82.0	0.98	10.00	1.12	8.78	4.06	63.68		10.8	3.4
SB Financial Group,Inc.	Defiance, OH	SBFG		93.5	0.57	7.11	1.09	10.02	3.77	69.52		11.7	1.7
First Savings Financial Group,Inc.	Clarksville,IN	FSFG		90.7	1.49	9.85	1.03	9.02	3.63	71.33		12.8	1.2
Heartland BancCorp	Gahanna, OH	HLAN		90.9	0.72	9.04	1.16	12.64	3.81	62.91		13.5	2.1
Middlefield Banc Corp.	Middlefield, OH	MBCN		91.7	1.31	9.71	0.87	9.66	3.85	66.98		11.7	2.8
CSB Bancorp,Inc.	Millersburg, OH	CSBB		88.7	1.36	9.34	0.99	10.10	3.56	60.90		14.4	2.4
Cortland Bancorp	Cortland, OH	CLDB		77.8	1.46	9.71	0.81	8.25	3.65	72.48		16.2	1.6
Southern Michigan Bancorp,Inc.	Coldwater, MI	SOMC		82.1	0.43	9.41	0.94	8.20	3.70	69.42		12.5	2.7
United Bancshares,Inc.	Columbus Grove, OH	UBOH		69.4	1.29	10.67	0.88	7.36	3.43	72.81		13.3	2.0
ChoiceOne Financial Services,Inc.	Sparta, MI	COFS		76.0	0.95	10.23	0.97	7.88	3.64	68.86		14.0	2.8
F.S. Bancorp	Lagrange,IN	FXLG		87.8	1.00	10.14	1.19	11.63	3.99	61.11		10.8	3.2
Keweenaw Financial Corporation	Hancock, MI	KEFI		54.9	2.68	12.30	0.60	4.82	3.49	75.82		18.2	2.4
Northern States Financial Corporation	Waukegan,IL	NSFC		66.2	3.85	11.26	4.77	45.33	3.04	80.85		2.8	0.0
Bancorp. of Southern Indiana	Seymour,IN	BCSO		88.0	2.42	9.78	0.64	6.80	2.69	77.45		16.9	2.5
Killbuck Bancshares,Inc.	Killbuck, OH	KLIB		67.8	0.03	10.52	1.05	9.84	3.32	58.24		14.5	2.6
Citizens First Corporation	Bowling Green, KY	CZFC		97.0	0.58	7.05	0.98	10.51	3.91	67.45		10.4	0.9
CITBA Financial Corporation	Mooresville,IN	CBAF		85.6	0.27	9.92	0.74	7.77	3.38	70.01		12.4	1.3
Consumers Bancorp,Inc.	Minerva, OH	CBKM		73.8	0.72	10.16	0.55	5.34	3.72	73.37		19.1	3.0
FCN Banc Corp.	Brookville,IN	FBVI		61.3	1.29	10.22	0.91	8.63	3.22	60.59		10.9	3.9
West Shore Bank Corporation	Ludington, MI	WSSH		77.8	1.54	8.27	0.56	6.11	3.64	80.82		15.0	3.3
Central Federal Corporation	Worthington, OH	CFBK		97.2	1.03	6.80	1.31	12.37	3.25	79.60		7.9	0.0
Andover Bancorp,Inc.	Andover, OH	ANDC		58.8	0.68	9.94	0.86	8.25	3.46	72.00		17.4	2.9

		High		97.2	3.85	12.30	4.77	45.33	4.06	87.52		34.1	3.9
		Low		54.9	0.03	4.44	0.28	2.75	2.69	58.24		2.8	0.0
		Mean		80.3	1.30	9.31	1.01	9.96	3.54	71.46		14.5	2.1
		Median		82.1	1.18	9.85	0.91	8.63	3.56	71.33		13.4	2.4

FCB Bancorp,Inc.(2)	Louisville, KY	FCBE		109.9	1.15	5.86	0.66	7.18	3.31	75.77		10.9	2.9

(1)Nonperforming assets defined as nonaccrual loans and leases,
renegotiated loans and leases, and real estate owned

(2)FCB assets, loan to deposit ratio, TCE / TA and market data
per consolidated financials as of September30, 2016; other
financials per bank level as of September30, 2016

Note: Includes publicly traded bank holding companies
headquartered in Illinois,Indiana, Kentucky, Michigan and Ohio
with assets between $400 million and $950 million and
NPA/Assets less than 5.00%; excludes targets of announced
mergers and Community Bancshares,Inc. due to lack of trading
data

MainSource Comparable Company
Analyses

The following table sets forth the data for each of the
financial institutions included in the MainSource Peer Group:

Financial Data as of or for the Period Ended September30,
2016

Valuation Data as of December16, 2016

			BalanceSheet	CapitalPosition	LTMProfitability	Valuation
														Price/
					NPAs(1)/			Total	CRE/			Net		Tang.				Current
			Total	Loans/	Total	TCE/	Leverage	RBC	Total			Interest	Efficiency	Book	LTM	Est.	Est.	Dividend	Market
			Assets	Deposits	Assets	TA	Ratio	Ratio	RBC	ROAA	ROATCE	Margin	Ratio	Value	EPS	EPS	EPS	Yield	Value
Company	City,State	Ticker	($mm)	(%)	(%)	(%)	(%)	(%)	(%)	(%)	(%)	(%)	(%)	(%)	(x)	(x)	(x)	(%)	($mm)

Park National Corporation	Newark, OH	PRK	7,364	93.7	1.77	9.31	9.40	14.56	105.4	1.18	13.24	3.46	61.05		20.8	20.6	20.8	3.2	1,806
First Merchants Corporation	Muncie,IN	FRME	7,022	91.4	0.69	9.48	10.62	14.18	197.3	1.09	12.44	3.85	57.77		20.0	18.6	17.7	1.7	1,468
First Busey Corporation	Champaign,IL	BUSE	5,592	87.8	0.48	8.66	10.26	13.91	212.4	1.07	12.97	3.32	57.62		20.2	19.6	17.0	2.3	1,136
1st Source Corporation	South Bend,IN	SRCE	5,448	95.5	0.53	10.93	12.00	14.87	59.3	1.08	9.95	3.48	63.25		20.0	19.9	18.1	1.6	1,132
Republic Bancorp,Inc.	Louisville, KY	RBCAA	4,827	121.9	1.08	12.12	13.67	16.55	106.7	1.00	7.50	3.55	60.61		18.5	17.9	16.2	2.2
Lakeland Financial Corporation	Warsaw,IN	LKFN	4,197	89.8	0.43	10.07	10.71	13.52	171.5	1.29	12.66	3.18	48.12		23.3	22.9	22.2	1.6	1,169
Community Trust Bancorp,Inc.	Pikeville, KY	CTBI	3,930	96.0	2.76	11.24	12.69	18.30	138.6	1.22	11.25	3.72	56.41		16.5	16.5	16.5	2.9
Peoples Bancorp Inc.	Marietta, OH	PEBO	3,364	84.2	0.67	9.19	9.71	14.24	137.5	0.80	10.26	3.56	65.25		21.4	17.5	17.2	2.2
Horizon Bancorp	Michigan City,IN	HBNC	3,326	93.8	0.50	8.08	9.69	13.39	170.2	0.88	11.62	3.55	62.66		20.8	21.3	15.0	1.5
QCR Holdings,Inc.	Moline,IL	QCRH	3,281	90.9	0.62	7.92	10.09	11.33	220.9	0.97	10.87	3.59	61.54		20.3	19.8	16.2	0.4
Midland States Bancorp,Inc.	Effingham,IL	MSBI	3,248	95.6	1.04	8.44	9.82	13.53	215.1	0.92	13.78	4.05	67.29		16.8	17.1	15.3	2.1
Mercantile Bank Corporation	Grand Rapids, MI	MBWM	3,064	103.2	0.76	9.63	11.28	13.05	254.4	1.03	11.60	3.88	61.32		19.7	19.0	18.9	1.9
First Financial Corporation	Terre Haute,IN	THFF	3,019	73.4	0.92	12.93	13.23	18.31	80.7	1.25	9.98	4.05	63.31		17.3	19.5	19.3	1.9
German American Bancorp,Inc.	Jasper,IN	GABC	2,980	86.0	0.18	9.72	9.94	12.94	205.1	1.23	13.17	3.74	54.90		23.4	22.8	20.9	1.4
Stock Yards Bancorp,Inc.	Louisville, KY	SYBT	2,939	93.0	0.44	10.54	10.63	13.05	210.8	1.42	13.65	3.60	56.93		25.1	24.9	24.4	1.7	1,007
First Mid-Illinois Bancshares,Inc.	Mattoon,IL	FMBH	2,784	79.6	0.64	8.00	11.02	12.79	189.0	0.91	13.26	3.36	60.62		17.3	16.9	16.2	1.9
Independent Bank Corporation	Grand Rapids, MI	IBCP	2,538	72.8	3.57	9.81	10.56	16.05	150.1	0.92	9.27	3.55	74.17		20.0	19.4	18.2	1.9

		High	7,364	121.9	3.57	12.93	13.67	18.31	254.4	1.42	13.78	4.05	74.17		25.1	24.9	24.4	3.2	1,806
		Low	2,538	72.8	0.18	7.92	9.40	11.33	59.3	0.80	7.50	3.18	48.12		16.5	16.5	15.0	0.4
		Mean	4,054	91.1	1.00	9.77	10.90	14.39	166.2	1.07	11.62	3.62	60.75		20.1	19.7	18.2	1.9
		Median	3,326	91.4	0.67	9.63	10.62	13.91	171.5	1.07	11.62	3.56	61.05		20.0	19.5	17.7	1.9

MainSource Financial Group,Inc.	Greensburg,IN	MSFG	4,014	82.7	0.51	8.99	9.60	14.70	157.0	0.99	11.46	3.65	62.39		20.8	19.8	16.3	2.0

(1)Nonperforming assets defined as nonaccrual loans and leases,
renegotiated loans and leases, and real estate owned

Note: Includes bankholding companies headquartered in
Illinois,Indiana, Kentucky, Michigan and Ohio with assets
between $2.5 billion and $7.5 billion; excludes targets of
announced mergers.

The following disclosures supplement and amend the
existing disclosures contained under the caption The Merger
Opinion of Sandler ONeill Partners, L.P. Analysis of Selected
Merger Transactions which begins on page39 of the Proxy
Statement:

Nationwide Precedent Transactions

The following table sets forth the indicated transaction
metrics for each of the Nationwide Precedent Transactions:

TransactionInformation

Price/

Core

1-Day

Deal

LTM

Deposit

Market

Annc.

Value

Earnings

TBV

Premium

Acquiror

Target

Date

($mm)

(x)

(%)

CenterState Banks

Gateway Finl Hldgs of FL Inc.

11/30/16

142.5

23.7

8.7

Simmons First National Corp.

Hardeman County Investment Co.

11/17/16

74.8

18.4

10.4

Nicolet Bankshares Inc.

First Menasha Bancshares Inc.

11/04/16

76.9

22.1

10.2

69.4

CenterState Banks

Platinum Bank Holding Co.

10/18/16

84.9

29.3

10.4

Enterprise Financial Services

Jefferson County Bcshs Inc.

10/11/16

130.8

19.7

6.0

First Commonwealth Financial

DCB Financial Corp

10/03/16

106.4

8.9

88.5

Home BancShares Inc.

Giant Holdings Inc.

09/22/16

90.9

34.7

12.0

CVB Financial Corp.

Valley Commerce Bancorp

09/22/16

56.9

11.5

6.6

Equity Bancshares Inc.

Community First Bancshares Inc

07/14/16

68.2

10.7

4.2

First Bancorp

Carolina Bank Holdings Inc.

06/22/16

97.3

18.5

6.6

20.7

Byline Bancorp Inc.

Ridgestone Financial Svcs Inc

06/09/16

105.0

8.3

21.0

Summit Financial Group Inc.

First Century Bankshares Inc.

06/01/16

41.6

16.2

0.7

12.7

QCR Holdings Inc.

Community State Bank

05/23/16

80.0

14.4

4.4

Simmons First National Corp.

Citizens National Bank

05/18/16

77.0

16.2

4.3

Revere Bank

Monument Bank

05/03/16

65.1

20.3

7.3

First Mid-Illinois Bancshares

First Clover Leaf Fin Corp.

04/26/16

89.5

19.4

4.5

33.1

Pacific Continental Corp.

Foundation Bancorp Inc.

04/26/16

65.9

26.0

United Community Banks Inc.

Tidelands Bancshares Inc

04/04/16

2.2

5.5

225.0

Westfield Financial Inc.

Chicopee Bancorp Inc.

04/04/16

111.0

34.2

5.3

15.8

Guaranty Bancorp

Home State Bancorp

03/16/16

133.7

18.5

7.9

Midland Financial Co.

1st Century Bancshares Inc.

03/10/16

116.0

43.2

9.3

40.3

Horizon Bancorp

La Porte Bancorp Inc

03/10/16

94.1

18.6

4.9

9.8

Triumph Bancorp Inc.

ColoEast Bankshares Inc.

03/07/16

69.7

32.0

3.0

High

142.5

43.2

21.0

225.0

Low

2.2

8.3

0.7

9.8

Mean

86.1

20.9

7.3

54.1

Median

84.9

18.6

6.6

29.5

MainSource Financial Group,Inc.

FCB Bancorp,Inc.(1)

56.9

21.0

8.1

91.5

(1)Based on MSFG closing price as of December16, 2016 equal to
$32.65

Note: Includes nationwide bank holding company transactions
announced between January1, 2016 and December16, 2016 with
disclosed deal values and targets with assets at announcement
between $400 million and $950 million; excludes mergers of
equals

Regional Precedent Transactions

The following table sets forth the indicated transaction
metrics for each of the Regional Precedent Transactions:

						TransactionInformation
							Price/	Core	1-Day
						Deal	LTM		Deposit	Market
					Annc.	Value	Earnings	TBV	Premium	Premium
Acquiror	St	Target		St	Date	($mm)	(x)	(%)	(%)	(%)

First Commonwealth Financial	PA	DCB Financial Corp		OH	10/03/16	106.4	8.9		NA	88.5
First Mid-Illinois Bancshares	IL	First Clover Leaf Fin Corp.		IL	04/26/16	89.5	19.4		4.5	33.1
Horizon Bancorp	IN	La Porte Bancorp Inc		IN	03/10/16	94.1	18.6		4.9	9.8
MainSource Financial Group	IN	Cheviot Financial		OH	11/24/15	107.4	60.2		5.4	8.7
First Midwest Bancorp Inc.	IL	NI Bancshares Corporation		IL	11/12/15	73.4	53.8		3.8	88.7
German American Bancorp Inc.	IN	River Valley Bancorp		IN	10/26/15	87.2	15.3		NA
First Merchants Corp.	IN	Ameriana Bancorp		IN	06/29/15	68.9	31.3		8.3	43.7
Wintrust Financial Corp.	IL	Suburban Illinois Bancorp Inc		IL	04/02/15	12.5	NM	NM	3.4
Horizon Bancorp	IN	Peoples Bancorp Inc		IN	02/19/15	73.3	21.4		4.3	22.0
Farmers National Banc Corp.	OH	National Bancshares Corp.		OH	01/27/15	70.6	11.7		5.9	33.2
Peoples Bancorp Inc.	OH	NBT Financial Group Inc.		OH	08/04/14	104.4	22.6		6.9	44.2
Old National Bancorp	IN	Founders Financial Corp.		MI	07/28/14	88.2	17.7		15.4
First Midwest Bancorp Inc.	IL	Great Lakes Fncl Resources Inc		IL	07/08/14	60.8	19.1		3.6	106.2
Community Bank Shares of IN	IN	First Financial Service Corp.		KY	04/22/14	17.2	NM		0.7	(7.4	)
Chemical Financial Corp.	MI	Northwestern Bancorp		MI	03/11/14	120.0	NM		7.4	125.6
Old National Bancorp	IN	United Bancorp Inc.		MI	01/08/14	170.5	25.8		12.7	75.7

					High	170.5	60.2		15.4	125.6
					Low	12.5	8.9		0.7	(7.4	)
					Mean	84.0	25.1		6.2	51.7
					Median	87.7	19.4		5.2	43.7

MainSource Financial Group,Inc.	IN	FCB Bancorp,Inc.	(1)	KY		56.9	21.0		8.1	91.5

(1)Based on MSFG closing price as of December16, 2016 equal to
$32.65

Note: Includes bank holding company transactions in
Illinois,Indiana, Kentucky, Michigan and Ohio announced between
January1, 2014 and December16, 2016 with disclosed deal values
and targets with assets at announcement between $400 million
and $950 million; excludes mergers of equals

The following disclosures supplement and amend the
existing disclosures contained under the caption The Merger
Opinion of Sandler ONeill Partners, L.P. Sandler ONeills
Relationship beginning on page44 of the Proxy
Statement:

Sandler ONeill has acted as FCBs financial advisor in
connection with the Merger and will receive a fee for its
services which is currently estimated to be approximately
$840,000, based upon MainSources closing price of $32.15 on
April 18, 2017. Sandler ONeills fee is equal to 1.50% of the
aggregate purchase price, will vary based on the market value
of MainSource common stock at the time of closing and is
contingent upon the closing of the Merger. Sandler ONeill also
received a $150,000 fee upon rendering its fairness opinion to
the FCB board of directors, which opinion fee will be credited
in full towards the transaction fee which will become payable
to Sandler ONeill on the day of closing of the Merger. FCB has
also agreed to indemnify Sandler ONeill against certain claims
and liabilities arising out of its engagement and to reimburse
Sandler ONeill for certain of its out-of-pocket expenses
incurred in connection with its engagement. In the two years
preceding the date of its opinion, Sandler ONeill provided
certain other investment banking services to FCB and received
total fees of approximately $200,000 for such services. Most
recently, Sandler ONeill was engaged to act as FCBs sole
placement agent in connection with FCBs offer and sale of
subordinated debt which occurred in October2015. Sandler ONeill
has not provided any investment banking services to MainSource
in the two years preceding the date of its opinion. In the
ordinary course of Sandler ONeills business as a broker-dealer,
Sandler ONeill may purchase securities from and sell securities
to FCB, MainSource and their respective affiliates. Sandler
ONeill may also actively trade the equity and debt securities
of FCB and MainSource or their respective affiliates for its
own account and for the accounts of its customers.

The following disclosures supplement and amend the
existing disclosures contained under the caption The Merger
beginning on page44 of the Proxy Statement immediately before
the caption The Merger Voting Agreements with Directors of
FCB:

Prospective Financial Information

Neither MainSource nor FCB make public disclosure of forecasts
or projections of their expected financial performance because
of, among other things, the inherent difficulty of accurately
predicting financial performance for future periods and the
risk that the underlying assumptions and estimates may prove
incorrect. In connection with the Merger, however, the
respective managements of MainSource and FCB provided certain
limited unaudited prospective financial information to FCBs
financial advisor as referred to on pages32 through 44 for
purposes of the analyses performed by FCBs financial advisor in
connection with its opinion to the FCB board of directors. For
that reason, certain prospective financial information for each
of the companies and the combined company is being provided in
this Proxy Statement. The inclusion of this information should
not be regarded as an indication that any of MainSource, FCB,
Sandler ONeill, their respective representatives or any other
recipient of this information considered, or now considers, it
to be necessarily predictive of actual future results, or that
it should be construed as financial guidance.

This information was prepared solely for MainSource and FCB
board decision-making and guidance and is, in many respects,
subjective. While presented with numeric specificity, the
prospective financial information is unaudited and reflects
numerous assumptions and estimates made with respect to
business, economic, market, financial and regulatory conditions
and matters specific to the businesses of MainSource and FCB,
all of which are difficult to predict and most of which are
beyond the control of MainSource or FCB. The prospective
financial information reflects both assumptions as to certain
business decisions that could change and, in many respects,
subjective judgment. Consequently, the prospective financial
information is susceptible to periodic revisions based on
actual experience and developments and could be interpreted in
multiple ways. Neither MainSource nor FCB can provide any
assurance that the prospective financial information and the
underlying assumptions and estimates will come to fruition.
Actual results may differ materially from the projections set
forth below, and important factors that may affect actual
results and cause such projections to be inaccurate include,
but are not limited to, risks and uncertainties relating to
MainSources and FCBs businesses, general business and economic
conditions in the United States and the markets the two
companies serve, conditions in the financial services industry,
competition, regulatory considerations and changes in laws and
regulations affecting banks. For other factors that could cause
actual results to differ, you should review the disclosure in
this Proxy Statement under the headings Risk Factors, beginning
on page16, and Caution About Forward-Looking Statements
beginning on page21 and in MainSources Annual Report on
Form10-K for the fiscal year ended December31, 2016 and the
other reports filed by MainSource with the SEC.

The prospective financial information for FCB and MainSource
was generally not prepared with a view toward public disclosure
or complying with GAAP, the published guidelines of the SEC
regarding projections or the guidelines established by the
American Institute of Certified Public Accountants for
preparation and presentation of prospective financial
information. Neither the respective independent registered
public accounting firms of FCB and MainSource, nor any other
independent accountants, have compiled, examined or performed
any procedures with respect to the prospective financial
information included below, nor have they expressed any opinion
or any other form of assurance on such information or its
achievability, and they assume no responsibility for, and
disclaim any association with, the prospective financial
information. Furthermore, the prospective financial information
does not take into account any circumstances or events
occurring after the date it was prepared.

You are strongly cautioned not to place undue reliance on the
prospective financial information set forth below. The
inclusion of the prospective financial information in this
Proxy Statement should not be regarded as an indication that
any of MainSource, FCB or their affiliates, advisors or
representatives considered or consider the prospective
financial information to be necessarily predictive of actual
future events, and the prospective financial information should
not be relied upon as such. None of MainSource, FCB or their
respective affiliates, advisors, officers, directors or
representatives can give any assurance that actual results will
not differ from the prospective financial information, and none
of them undertakes any obligation to update or otherwise revise
or reconcile the prospective financial information to reflect
circumstances existing after the date such information was
prepared or to reflect the occurrence of future events even in
the event that any or all of the assumptions underlying the
prospective financial information are shown to be in error.
None of MainSource, FCB or their respective affiliates,
advisors or representatives can give any assurance that they
will be able to achieve the results represented by the
projections. The prospective financial information is not being
included in this Proxy Statement to influence a FCB
shareholders decision regarding how to vote on any given
proposal, but because the prospective financial information was
provided to FCB and its financial advisor.

In light of the foregoing, and considering that the FCB special
meeting will be held several months after the prospective
financial information was prepared, as well as the
uncertainties inherent in any forecasted information, FCB
shareholders are cautioned not to place unwarranted reliance on
such information, and MainSource urges all FCB shareholders to
review MainSources most recent SEC filings for a description of
MainSources reported financial results. See Where You Can Find
More Information beginning on page84 of this Proxy Statement.

FCB Prospective Financial Information

The following table presents selected prospective unaudited
financial information for FCB for the years ending December31,
2016 through December31, 2020 that was provided to the FCB
Board prior to its approval the Merger. The information
presented in the table is based upon prospective financial
information for 2016 and a 5% estimated balance sheet and
earnings growth rate for the subsequent years provided by and
discussed with senior management of FCB.

	YearEnding
	12/31/2016		12/31/2017		12/31/2018	12/31/2019		12/31/2020
Total assets (in thousands)	$	530,710		$	556,999	$	584,064		$	613,102	$	643,455
Net income (in thousands)	2,833		2,974		3,133	3,289		3,454
Earnings per share	1.82		1.91		2.01	2.11		2.22
Dividends per share	0.55		0.55		0.55	0.55		0.55
Tangible book value per share	20.22		21.58		23.04	24.60		26.26

Pro Forma Merger Analysis

The following table presents certain earnings estimates for
MainSource, as provided by and discussed with the senior
management of MainSource, which were considered by Sandler
ONeill in its analysis referred to on page44 of the Proxy
Statement under the caption The Merger Opinion of Sandler
ONeill Partners, L.P. Pro Forma Merger Analysis for the years
ending December31, 2016 through December31, 2018.

	YearEnding
	12/31/2016		12/31/2017		12/31/2018
Net income (in millions)	$	2.7		$	2.8	$	2.9
Earnings per share	1.73		1.77		1.86

For the years ending December31, 2019 through December31, 2020,
MainSource management estimated an annual earnings growth rate
of approximately 5%.

The following table presents prospective financial information
for MainSource used by Sandler ONeill in its pro forma merger
analysis based on publicly available consensus median analyst
earnings per share estimates for MainSource for the years
ending December31, 2016 through December31, 2018, as well as an
estimated internal projected earnings growth rate of 5% for the
years thereafter, as provided by the senior management of
MainSource.

	Quarter Ending		YearEnding
	12/31/2016		12/31/2017		12/31/2018	12/31/2019		12/31/2020
Net income (in thousands)	$	11,921		$	48,343	$	50,795		$	53,335	$	55,859
Earnings per share	0.51		2.00		2.10	2.21		2.31
Dividends per share	0.16		0.64		0.65	0.65		0.65
Tangible book value per share	14.96		16.40		17.93	19.55		21.27

The following assumptions relating to transaction expenses,
purchase accounting adjustments and cost savings, as provided
by and discussed with the senior management of MainSource, were
used by Sandler ONeill in its pro forma merger analysis
referred to on page44 of the Proxy Statement.

Purchase Accounting Adjustments:

Gross loan value adjustment of $9.6 million (2.2% of gross
loans).

OREO value adjustment of 15%, or $0.1 million.

Trust preferred value adjustment of 30%, or $2.5 million,
amortized over 20 years.

Estimated Annual Cost Savings:

Approximately 40% of estimated FCB noninterest expense

75% phase-in for 2017

50% thereafter, or $6.2 million in 2018

Pre-tax, one-time transaction expenses of $6.5 million.

Additional Information for Shareholders

In connection with the proposed merger, MainSource has filed
with the SEC a Registration Statement on FormS-4 that includes
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. SHAREHOLDERS ARE URGED TO
READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS REGARDING THE MERGER 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) 663-6734 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 shareholders 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 2017 annual meeting of shareholders, as filed with
the SEC on a Schedule 14A on March24, 2017. Information about
the directors and executive officers of FCB is 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. 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 MainSources or FCBs 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.

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 down -0.09 at 32.15 with 71,107 shares trading hands.