8-K Monarch Close Announcement

0000019612-15-000032.txt : 20150401 0000019612-15-000032.hdr.sgml : 20150401 20150401080220 ACCESSION NUMBER: 0000019612-15-000032 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150401 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150401 DATE AS OF CHANGE: 20150401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHEMICAL FINANCIAL CORP CENTRAL INDEX KEY: 0000019612 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 382022454 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08185 FILM NUMBER: 15741354 BUSINESS ADDRESS: STREET 1: 235 E MAIN ST CITY: MIDLAND STATE: MI ZIP: 48640 BUSINESS PHONE: 989-839-5350 MAIL ADDRESS: STREET 1: 235 E MAIN ST CITY: MIDLAND STATE: MI ZIP: 48640 8-K 1 a8-kmonarchcloseannounceme.htm 8-K MONARCH CLOSE ANNOUNCEMENT 8-K Monarch Close Announcement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1, 2015

Chemical Financial Corporation

(Exact Name of Registrant as

Specified in its Charter)



Michigan (State or Other Jurisdiction of Incorporation)	000-08185 (Commission File Number)	38-2022454 (IRS Employer Identification No.)



235 E. Main Street Midland, Michigan (Address of Principal Executive Offices)		48640 (Zip Code)

Registrant's telephone number, including area code: (989) 839-5350

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 7.01	Regulation FD Disclosure.

On April 1, 2015, Chemical issued a press release announcing the completion of its previously announced acquisition (the "Acquisition") of Monarch Community Bancorp, Inc. ("Monarch") pursuant to an Agreement and Plan of Merger dated October 31, 2014 (the "Plan of Merger"). A copy of this press release is furnished with this report as Exhibit 99.1 and is here incorporated by reference.

The information disclosed under this Item 7.01 and Exhibit 99.1 is furnished to, and not filed with, the Commission.



Item 8.01	Other Events.

On April 1, 2015, Chemical completed the Acquisition. As a result of the Acquisition, Monarch was merged with and into Chemical, with Chemical as the surviving corporation, and Chemical acquired Monarch's subsidiary bank, Monarch Community Bank. Chemical intends to consolidate Monarch Community Bank with and into Chemical Bank, with Chemical Bank as the surviving institution. Each former Monarch stockholder is entitled to receive 0.0982 shares of Chemical common stock for each share of Monarch common stock owned by such stockholder. As a result of the Acquisition, Chemical will deliver approximately 867,439 shares of Chemical common stock to former Monarch stockholders.



Item 9.01	Financial Statements and Exhibits.

(d) Exhibits:

99.1 Press Release dated April 1, 2015. This Exhibit is furnished to, and not filed with, the Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Dated:	April 1, 2015	CHEMICAL FINANCIAL CORPORATION (Registrant)


		/s/ Lori A. Gwizdala
		Lori A. Gwizdala
		Executive Vice President, Chief Financial Officer and Treasurer

EXHIBIT INDEX



Exhibit Number		Document


99.1	Press Release dated April 1, 2015. This Exhibit is furnished to, and not filed with, the Commission.

EX-99.1 2 ex991monarchcloseannouncem.htm EXHIBIT 99.1 Ex 99.1 Monarch Close Announcement

Exhibit 99.1

For further information:

David B. Ramaker, CEO

Lori A. Gwizdala, CFO

989-839-5350

CHEMICAL FINANCIAL CORPORATION COMPLETES ACQUISITION OF

MONARCH COMMUNITY BANCORP, INC.

Midland, MI, April 1, 2015--- Chemical Financial Corporation ("Chemical") (Nasdaq: CHFC), holding company for Chemical Bank, announced that today it completed its previously announced acquisition of Monarch Community Bancorp, Inc. ("Monarch") (OTCOB: MCBF), holding company for Monarch Community Bank, in an all stock transaction valued at approximately $27.2 million based on Chemical's closing stock price on March 31, 2015. Subsequent to the closing, Chemical and its affiliates had, on a pro forma basis as of December 31, 2014, $7.5 billion in consolidated assets, $5.8 billion in consolidated loans, and $6.2 billion in consolidated deposits in 183 branches across 47 counties in the lower peninsula of Michigan.

“Strategically, the addition of Monarch Community Bancorp increases our presence and market share along the important Michigan-Indiana border, significantly enhancing our south region footprint. We are delighted to welcome Monarch's customers and Rick DeVries and his talented team of colleagues to the Chemical family,” said David B. Ramaker, Chairman, Chief Executive Officer and President of Chemical Financial Corporation.

Monarch Community Bank will be operated as a separate subsidiary of Chemical until its planned consolidation with and into Chemical Bank. The consolidation is scheduled to occur in May 2015, concurrently with the conversion of Monarch's data processing platform to Chemical's platform. Following the consolidation and the data processing platform conversion, all Monarch Community Bank locations will operate under the Chemical Bank name.

Chemical was advised by the investment banking firm of Keefe, Bruyette & Woods and the law firm of Warner Norcross & Judd LLP. Monarch was advised by the investment banking firm of Donnelly Penman & Partners and the law firm of Howard and Howard Attorneys PLLC.

About Chemical Financial Corporation

Chemical Financial Corporation is the second largest banking company headquartered and operating branch offices in Michigan. Chemical Financial Corporation's common stock trades on The NASDAQ Stock Market under the symbol CHFC and is one of the issues comprising The NASDAQ Global Select Market. More information about Chemical is available by visiting the investor relations section of its website at www.chemicalbankmi.com.

Forward-Looking Statements

This report contains forward-looking statements regarding Chemical's outlook or expectations with respect to the acquisition of Monarch. Words and phrases such as "expects," "planned," "scheduled," "strategic," "will" and variations of such words and phrases or similar expressions are intended to identify such forward-looking statements. Such statements are based upon current beliefs and expectations and involve substantial risks and uncertainties which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions ("risk factors") that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. Chemical undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.

Risk factors relating to both the transaction and the integration of Monarch into Chemical after closing include, without limitation:


•	The transaction may be more expensive to complete and the anticipated benefits, including anticipated cost savings and strategic gains, may be significantly harder or take longer to achieve than expected or may not be achieved in their entirety as a result of unexpected factors or events.


•	The integration of Monarch's business and operations into Chemical, which will include conversion of Monarch's operating systems and procedures, may take longer than anticipated or be more costly than anticipated or have unanticipated adverse results relating to Monarch's or Chemical's existing businesses.


•	Chemical's ability to achieve anticipated results from the transaction is dependent on the state of the economic and financial markets going forward. Specifically, Chemical may incur more credit losses from Monarch's loan portfolio than expected and deposit attrition may be greater than expected.

Risk factors also include, but are not limited to, the risk factors described under "Risk Factors" in Chemical’s Prospectus, filed on February 13, 2015, and under “Risk Factors” in Item 1A of Chemical’s Annual Report on Form 10-K for the year ended December 31, 2014. These and other factors are representative of the risk factors that may emerge and could cause a difference between an ultimate actual outcome and a preceding forward-looking statement.