|
Ohio
|
| |
31-1042001
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(I.R.S. Employer
Identification No.) |
|
| Large accelerated filer | | | ☒ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☐ | | |
Smaller Reporting Company
|
| | ☐ | |
|
Emerging Growth Company
|
| | ☐ | | | | | | | |
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CALCULATION OF REGISTRATION FEE
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| ||||||||||||
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Title of Each Class of
Securities to be Registered |
| |
Amount to
be Registered(1) |
| |
Proposed
Maximum Offering Price Per Unit(1) |
| |
Proposed
Maximum Aggregate Offering Price(1) |
| |
Amount of
Registration Fee(2) |
|
|
Debt Securities
|
| | | | | ||||||||
|
Common Shares
|
| | | | | ||||||||
|
Preferred Shares
|
| | | | | ||||||||
|
Depositary Shares(3)
|
| | | | | ||||||||
| Warrants(4) | | | | | | ||||||||
| Rights(5) | | | | | | ||||||||
|
Stock Purchase Contracts
|
| | | | | ||||||||
| Units(6) | | | | | | | | | | | | | |
|
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 3 | | | |
| | | | | 3 | | | |
| | | | | 4 | | | |
| | | | | 4 | | | |
| | | | | 5 | | | |
| | | | | 5 | | | |
| | | | | 6 | | | |
| | | | | 14 | | | |
| | | | | 17 | | | |
| | | | | 21 | | | |
| | | | | 22 | | | |
| | | | | 23 | | | |
| | | | | 24 | | | |
| | | | | 24 | | | |
| | | | | 26 | | | |
| Experts | | | | | 26 | | |
| | |
Three Months Ended
March 31, |
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2016
|
| |
2015
|
| |
2014
|
| |
2013
|
| |
2012
|
| |||||||||||||||||||||
Ratio of earnings to fixed charges | | | | | | | | | |||||||||||||||||||||||||||||||||||
Excluding interest on deposits
|
| | | | 5.34 | | | | | | 11.96 | | | | | | 13.26 | | | | | | 30.32 | | | | | | 31.84 | | | | | | 19.56 | | | | | | 36.00 | | |
Including interest on deposits
|
| | | | 2.30 | | | | | | 4.60 | | | | | | 4.93 | | | | | | 5.77 | | | | | | 5.94 | | | | | | 5.00 | | | | | | 4.76 | | |
|
Registration Statement filing fees
|
| | | $ | (1) | | |
|
Listing fees and expenses
|
| | |
|
(2)
|
| |
|
Printing and engraving expenses
|
| | |
|
(2)
|
| |
|
Trustee, registrar and transfer agent, and depositary fees and expenses
|
| | |
|
(2)
|
| |
|
Legal fees and expenses
|
| | |
|
(2)
|
| |
|
Accounting fees and expenses
|
| | |
|
(2)
|
| |
|
Miscellaneous
|
| | |
|
(2)
|
| |
|
Total
|
| | | $ | (1)(2) | | |
| FIRST FINANCIAL BANCORP. | | |||
| By: | | |
/s/ Claude E. Davis
|
|
| | | | Claude E. Davis Chief Executive Officer |
|
|
Signature
|
| |
Capacity
|
|
|
/s/ Claude E. Davis
Claude E. Davis
|
| | Chief Executive Officer and Director (Principal Executive Officer) |
|
|
/s/ John M. Gavigan
John M. Gavigan
|
| | Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
|
|
/s/ Scott T. Crawley
Scott T. Crawley
|
| | Corporate Controller (Principal Accounting Officer) |
|
|
/s/ Murph Knapke
Murph Knapke
|
| | Chairman of the Board and Director | |
|
/s/ J. Wickliffe Ach
J. Wickliffe Ach
|
| | Director | |
|
/s/ David S. Barker
David S. Barker
|
| | Director | |
|
/s/ Cynthia O. Booth
Cynthia O. Booth
|
| | Director | |
|
/s/ Corinne R. Finnerty
Corinne R. Finnerty
|
| | Director | |
|
Signature
|
| |
Capacity
|
|
|
/s/ Peter E. Geier
Peter E. Geier
|
| | Director | |
|
/s/ Susan L. Knust
Susan L. Knust
|
| | Director | |
|
/s/ William J. Kramer
William J. Kramer
|
| | Director | |
|
/s/ Jeffrey D. Meyer
Jeffrey D. Meyer
|
| | Director | |
|
/s/ John T. Neighbours
John T. Neighbours
|
| | Director | |
|
/s/ Richard E. Olszewski
Richard E. Olszewski
|
| | Director | |
|
/s/ Maribeth S. Rahe
Maribeth S. Rahe
|
| | Director | |
Exhibit Number |
| |
Name of Exhibit
|
|
1.1* | | | Form of underwriting or distribution agreement. | |
3.1 | | | Amended and Restated Articles of Incorporation of First Financial Bancorp (reflecting all amendments filed with the Ohio Secretary of State) [for purposes of SEC reporting compliance only] (filed as Exhibit 3.1 to the Form S-3 on July 31, 2014 and incorporated herein by reference)(File No. 333-197771). | |
3.2 | | | Amended and Restated Regulations of First Financial Bancorp, amended as of July 28, 2015 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 29, 2015 and incorporated herein by reference) (File No. 000-34762). | |
4.1 | | | Form of Senior Indenture (filed as Exhibit 4.5 to the Form S-3 filed on April 29, 2011 and incorporated herein by reference). | |
4.2 | | | Form of Senior Note (included in Exhibit 4.1). | |
4.3 | | | Subordinated Indenture, dated August 25, 2015, by and between First Financial Bancorp. and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 26, 2015 and incorporated herein by reference). | |
4.4 | | | Form of 5.125% Subordinated Note due 2025 (included in Exhibit 4.3). | |
4.5 | | | Supplemental Indenture, dated August 25, 2015, by and between First Financial Bancorp. and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on August 26, 2015 and incorporated herein by reference). | |
4.6* | | | Form of Warrant Agreement (including Form of Warrant Certificate). | |
4.7 | | | Certificate of Amendment describing the terms of the Preferred Shares (included in Exhibit 3.1). | |
4.8* | | | Form of Deposit Agreement (including Form of Depositary Receipt). | |
4.9* | | | Form of Rights Agreement (including Form of Rights Certificate). | |
4.10* | | | Form of Stock Purchase Contract Agreement. | |
4.11* | | | Form of Unit Agreement (including Form of Unit). | |
5.1† | | | Opinion of Vorys, Sater, Seymour and Pease LLP. | |
12.1† | | | Statement of Computation of Ratio of Earnings to Fixed Charges. | |
23.1† | | | Consent of Crowe Horwath LLP. | |
23.2† | | | Consent of Ernst & Young LLP. | |
23.3† | | | Consent of Vorys, Sater, Seymour and Pease LLP (included in Exhibit 5.1). | |
24.1† | | | Power of Attorney (included on signature pages of this registration statement). | |
25.1** | | | Statement of Eligibility of Trustee under the Trust Indenture Act of 1939 on Form T-1 of the trustee to be named under the indenture for senior debt securities.** | |
25.2† | | | Statement of Eligibility of Trustee under the Trust Indenture Act of 1939 on Form T-1 of Wells Fargo Bank, National Association, for subordinated debt securities. | |
Exhibit 5.1
Vorys, Sater, Seymour and Pease LLP Legal Counsel |
301 East Fourth Street, Suite 3500 Great American Tower Cincinnati, Ohio 45202
513.723.4000 | www.vorys.com
Founded 1909 |
July 28, 2017
First Financial Bancorp.
255 East Fifth Street, Suite 2900
Cincinnati, Ohio 45202
Re: | First Financial Bancorp. Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel to First Financial Bancorp., an Ohio corporation (the “Company”), in connection with the automatic shelf registration statement on Form S-3 (the “Registration Statement”) being filed by the Company with the Securities and Exchange Commission (the “Commission”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), (i) debt securities of the Company, which may be either senior debt securities (the “Senior Debt Securities”) or subordinated debt securities (the “Subordinated Debt Securities” and, together with the Senior Debt Securities, the “Debt Securities”); (ii) common shares, without par value (the “Common Shares”); (iii) preferred shares, with or without par value (the “Preferred Shares”); (iv) Preferred Shares represented by depositary shares (the “Depositary Shares”); (v) warrants to purchase Debt Securities, Common Shares, Preferred Shares, Depositary Shares or units of two or more of such securities (the “Warrants”); (vi) rights to purchase Debt Securities, Common Shares, Preferred Shares or Depositary Shares offered to the Company’s security holders (the “Rights”); (vii) stock purchase contracts (the “Stock Purchase Contracts”); and (viii) units consisting of one or more Debt Securities, Common Shares, Preferred Shares, Depositary Shares, Warrants, Rights, Stock Purchase Contracts or any combination of such securities (the “Units”). The Debt Securities, Common Shares, Preferred Shares, Depositary Shares, Warrants, Rights, Stock Purchase Contracts and Units are collectively referred to herein as the “Securities.” The Securities may be offered from time to time pursuant to Rule 415 under the Securities Act as set forth in the Registration Statement, any amendment thereto, the prospectus contained in the Registration Statement (the “Prospectus”) and one or more supplements to the Prospectus (each, a “Prospectus Supplement”).
July 28, 2017
Page 2
The Senior Debt Securities will be issued under a senior debt indenture, the form of which is attached as an exhibit to the Registration Statement, by and between the Company and a trustee to be identified therein, as the same may be amended or supplemented from time to time (the “Senior Debt Indenture”). The Subordinated Debt Securities will be issued under that certain Subordinated Indenture, dated August 25, 2015, by and between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as the same may be amended or supplemented from time to time (the “Subordinated Indenture” and, together with the Senior Debt Indenture, the “Indentures”). The Depositary Shares will be issued under one or more deposit agreements (each, a “Deposit Agreement”) by and between the Company and a financial institution to be identified therein as the depositary (each, a “Depositary”). The Company may issue receipts (“Depositary Receipts”) for Depositary Shares, each of which will represent a fractional interest of a Preferred Share represented by Depositary Shares. The Warrants will be issued under one or more warrant agreements (each, a “Warrant Agreement”) by and between the Company and a warrant agent to be identified therein (each, a “Warrant Agent”). The Rights will be issued under one or more rights agreements (each, a “Rights Agreement”) by and between the Company and a rights agent to be identified therein (each, a “Rights Agent”). The Stock Purchase Contracts will be issued under one or more stock purchase contract agreements (each, a “Stock Purchase Contract Agreement”) by and between the Company and a stock purchase contract agent to be identified therein (each, a “Stock Purchase Contract Agent”). The Units will be issued under one or more unit agreements (each, a “Unit Agreement”) by and between the Company and a unit agent to be identified therein (each, a “Unit Agent”).
As such counsel, in rendering the opinions expressed below, we have examined and relied without investigation as to matters of fact upon the Registration Statement and the exhibits thereto and such certificates, statements and results of inquiries of public officials and officers and representatives of the Company and originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, certificates and instruments as we have deemed necessary or appropriate to enable us to render the opinions expressed herein. We have assumed the genuineness of all signatures on all documents examined by us, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals, and the conformity with authentic original documents of all documents submitted to us as copies.
Subject to the foregoing and the other matters and assumptions set forth herein, we are of the opinion that, as of the date hereof:
(1) When the Senior Debt Indenture has been duly authorized, executed and delivered by the applicable trustee and the Company, the specific terms of a particular series of Senior Debt Securities have been duly established by supplemental indenture, Board resolution or officers’ certificate in accordance with the Senior Debt Indenture and applicable law, any such supplemental indenture has been duly authorized, executed and delivered by the applicable trustee and the Company and such Senior Debt Securities have been duly authorized, executed, authenticated, issued and delivered against receipt of the requisite consideration therefor in accordance with the terms of the Senior Debt Indenture and the applicable underwriting, purchase or similar agreement (the “Underwriting Agreement”) or upon conversion or exercise of any Securities, in accordance with the terms of such Securities or the instrument governing such Securities providing for such conversion or exercise as approved by the Board of Directors (or a duly authorized committee thereof) (the “Board”), such Senior Debt Securities will constitute valid and binding obligations of the Company.
July 28, 2017
Page 3
(2) When the specific terms of a particular series of Subordinated Debt Securities have been duly authorized and established by supplemental indenture, Board resolution or officers’ certificate in accordance with the Subordinated Indenture and applicable law, and any such supplemental indenture has been duly authorized, executed and delivered by the applicable trustee and the Company and such Subordinated Debt Securities have been duly authorized, executed, authenticated, issued and delivered against receipt of the requisite consideration therefor in accordance with the terms of the Subordinated Indenture and the applicable Underwriting Agreement or upon conversion or exercise of any Securities, in accordance with the terms of such Securities or the instrument governing such Securities providing for such conversion or exercise as approved by the Board, such Subordinated Debt Securities will constitute valid and binding obligations of the Company.
(3) When the Board has taken all necessary corporate action to authorize the issuance and sale of Common Shares proposed to be sold by the Company and such Common Shares have been duly issued and delivered against receipt of the requisite consideration therefor in accordance with the terms of the applicable Underwriting Agreement or upon conversion or exercise of any Securities, in accordance with the terms of such Securities or the instrument governing such Securities providing for such conversion or exercise as approved by the Board, such Common Shares will be validly issued, fully paid and nonassessable.
(4) When the Board has duly established a new series of Preferred Shares in accordance with the terms of the Company’s Amended and Restated Articles of Incorporation (the “Articles”) and applicable law, including, without limitation, the proper filing of a certificate of amendment to the Articles with the Secretary of State of the State of Ohio relating to such series of Preferred Shares, the Board has taken all necessary corporate action to authorize the issuance and sale of the Preferred Shares proposed to be sold by the Company, and such Preferred Shares have been duly issued and delivered against receipt of the requisite consideration therefor in accordance with the terms of the applicable Underwriting Agreement or upon conversion or exercise of any Securities, in accordance with the terms of such Securities or the instrument governing such Securities providing for such conversion or exercise as approved by the Board, such Preferred Shares will be validly issued, fully paid and nonassessable.
(5) When the Deposit Agreement to be entered into in connection with the issuance of any Depositary Shares has been duly authorized, executed and delivered by the Depositary and the Company, the specific terms of a particular issuance of Depositary Shares have been duly established in accordance with the Deposit Agreement and applicable law, the Board has taken all necessary corporate action to authorize the issuance of the underlying Preferred Shares, and the Depositary Receipts in the form contemplated and authorized by the Deposit Agreement have been duly authorized, executed, authenticated, issued and delivered against receipt of the requisite consideration therefor in accordance with the terms of the Deposit Agreement and the applicable Underwriting Agreement, such Depositary Shares will be validly issued and will entitle the holders thereof to the rights specified in the Depositary Receipts and such Deposit Agreement.
July 28, 2017
Page 4
(6) When the Warrant Agreement to be entered into in connection with the issuance of any Warrants has been duly authorized, executed and delivered by the Warrant Agent and the Company, the specific terms of a particular issuance of Warrants have been duly established in accordance with the Warrant Agreement and applicable law, the Board has taken all necessary corporate action to authorize the issuance of the underlying Securities and such Warrants have been duly authorized, executed, authenticated, issued and delivered against receipt of the requisite consideration therefor in accordance with the terms of the Warrant Agreement and the applicable Underwriting Agreement, such Warrants will constitute valid and binding obligations of the Company.
(7) When the Rights Agreement to be entered into in connection with the issuance of any Rights has been duly authorized, executed and delivered by the Rights Agent and the Company, the specific terms of a particular issuance of Rights have been duly established in accordance with the Rights Agreement and applicable law, the Board has taken all necessary corporate action to authorize the issuance of the underlying Securities and such Rights have been duly authorized, executed, authenticated, issued and delivered against receipt of the requisite consideration therefor in accordance with the terms of the Rights Agreement and the applicable Underwriting Agreement, such Rights will constitute valid and binding obligations of the Company.
(8) When the Stock Purchase Contract Agreement to be entered into in connection with the issuance of any Stock Purchase Contracts has been duly authorized, executed and delivered by the Stock Purchase Contract Agent and the Company, the specific terms of a particular issuance of Stock Purchase Contracts have been duly established in accordance with the Stock Purchase Contract Agreement and applicable law, the Board has taken all necessary corporate action to authorize the issuance of the underlying Securities and such Stock Purchase Contracts have been duly authorized, executed, authenticated, issued and delivered against receipt of the requisite consideration therefor in accordance with the terms of the Stock Purchase Contract Agreement and the applicable Underwriting Agreement, such Stock Purchase Contracts will constitute valid and binding obligations of the Company.
(9) When the Unit Agreement to be entered into in connection with the issuance of any Units has been duly authorized, executed and delivered by the Unit Agent and the Company, the specific terms of a particular issuance of Units have been duly established in accordance with the Unit Agreement and applicable law, the Board has taken all necessary corporate action to authorize the issuance of the underlying Securities and such Units have been duly authorized, executed, authenticated, issued and delivered against receipt of the requisite consideration therefor in accordance with the terms of the Unit Agreement and the applicable Underwriting Agreement, such Units will constitute valid and binding obligations of the Company.
The opinions set forth in paragraphs (1), (2), (5), (6), (7), (8) and (9) above are subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors; (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought; (iii) the enforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) any requirement that a claim with respect to any Securities denominated other than in United States dollars (or a judgment denominated other than in United States dollars with respect to such a claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant applicable law.
July 28, 2017
Page 5
We express no opinion (i) concerning the enforceability of the waiver of rights or defenses contained in the Indentures or the Debt Securities or (ii) with respect to whether acceleration of the Debt Securities may affect the collectibility of any portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon.
To the extent that the obligations of the Company under any Indenture, Deposit Agreement, Warrant Agreement, Rights Agreement, Stock Purchase Contract Agreement or Unit Agreement may be dependent upon such matters, we assume for purposes of this opinion that each trustee, Depositary, Warrant Agent, Rights Agent, Stock Purchase Contract Agent or Unit Agent, as applicable, will be duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that each trustee, Depositary, Warrant Agent, Rights Agent, Stock Purchase Contract Agent or Unit Agent will be duly qualified to engage in the activities contemplated by the applicable Indenture, Deposit Agreement, Warrant Agreement, Rights Agreement, Stock Purchase Contract Agreement or Unit Agreement; that each Indenture, Deposit Agreement, Warrant Agreement, Rights Agreement, Stock Purchase Contract Agreement or Unit Agreement will be duly authorized, executed and delivered by the applicable trustee, Depositary, Warrant Agent, Rights Agent, Stock Purchase Contract Agent or Unit Agent and will constitute the legal, valid and binding obligation of such trustee, Depositary, Warrant Agent, Rights Agent, Stock Purchase Contract Agent or Unit Agent enforceable against such trustee, Depositary, Warrant Agent, Rights Agent, Stock Purchase Contract Agent or Unit Agent in accordance with its terms; that each trustee, Depositary, Warrant Agent, Rights Agent, Stock Purchase Contract Agent or Unit Agent will be in compliance, at all applicable times and in all respects material to the applicable Indenture, Deposit Agreement, Warrant Agreement, Rights Agreement, Stock Purchase Contract Agreement or Unit Agreement, with all applicable laws and regulations; and that each trustee, Depositary, Warrant Agent, Rights Agent, Stock Purchase Contract Agent or Unit Agent will have the requisite organizational and legal power and authority to perform its obligations under the applicable Indenture, Deposit Agreement, Warrant Agreement, Rights Agreement, Stock Purchase Contract Agreement or Unit Agreement.
July 28, 2017
Page 6
In rendering the foregoing opinions, we have assumed that at the time of the issuance and sale of any of the Securities: (i) the Registration Statement, and any amendments thereto, will have become effective and such effectiveness will not have been terminated or rescinded; (ii) a Prospectus Supplement describing the Securities, to the extent required by applicable law and relevant rules and regulations of the Commission, will be timely filed with the Commission; (iii) the Board will have duly established the terms of the Securities and duly authorized the issuance and sale of the Securities, in each case in accordance with the Articles and applicable law and such authorization will be in full force and effect; (iv) the Securities will be issued and sold in compliance with all applicable federal and state securities laws and in the manner contemplated by the Registration Statement and the applicable Prospectus Supplement; (v) there shall not have occurred any change in law affecting the validity of the Securities; (vi) any Securities, including Common Shares or Preferred Shares issuable upon conversion, exchange, or exercise of any other Security, will have been duly authorized and reserved for issuance from the applicable class of capital stock of the Company; (vii) with respect to Common Shares, there will be sufficient Common Shares authorized under the Articles, as in effect at the relevant time, and not otherwise reserved for issuance; (viii) with respect to Preferred Shares, there will be sufficient Preferred Shares authorized under the Articles, as in effect at the relevant time, and not otherwise reserved for issuance; (ix) with respect to Senior Debt Securities, the applicable trustee shall have been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), a Statement of Eligibility of the applicable trustee on Form T-1 shall have been properly filed with the Commission and the Senior Debt Indenture shall have been duly qualified under the TIA; and (x) with respect to Subordinated Debt Securities, the Trustee shall have been qualified under the TIA, a Statement of Eligibility of the Trustee on Form T-1 shall have been properly filed with the Commission and the Subordinated Indenture shall have been duly qualified under the TIA. We have also assumed that none of the terms of any Securities to be established subsequent to the date hereof, the issuance and delivery of any such Securities, or the compliance by the Company with the terms of such Securities will violate any applicable law or public policy or result in a violation of any provision of any instrument or agreement then binding upon the Company or any restriction imposed by any court or governmental body having jurisdiction over the Company.
We hereby consent to your filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus included therein. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours, | |
/s/ Vorys, Sater, Seymour and Pease LLP | |
Vorys, Sater, Seymour and Pease LLP |
Exhibit 12.1
Computation of Ratio of Earnings to Fixed Charges
(Dollars in thousands)
Three Months Ended | ||||||||||||||||||||||||||||||||||||||||
March 31, | Year ended December 31, | |||||||||||||||||||||||||||||||||||||||
2017 | 2016 | 2016 | 2015 | 2014 | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||||||||||||||
Computation of Earnings | ||||||||||||||||||||||||||||||||||||||||
Net income | $ | 2,414 | $ | 19,814 | $ | 88,526 | $ | 75,063 | $ | 65,000 | $ | 48,349 | $ | 67,303 | $ | 66,739 | $ | 59,251 | $ | 221,337 | ||||||||||||||||||||
Add: Income tax expense | 10,470 | 9,878 | 42,205 | 35,870 | 30,028 | 19,234 | 36,442 | 38,300 | 32,702 | 132,639 | ||||||||||||||||||||||||||||||
Income from continuing operations before income taxes | 12,884 | 29,692 | 130,731 | 110,933 | 95,028 | 67,583 | 103,745 | 105,039 | 91,953 | 353,976 | ||||||||||||||||||||||||||||||
Fixed charges, excluding interest on deposits | 2,971 | 2,710 | 10,666 | 3,783 | 3,081 | 3,641 | 2,964 | 4,140 | 9,656 | 9,665 | ||||||||||||||||||||||||||||||
Total earnings for computation, excluding interest on deposits | 15,855 | 32,402 | 141,397 | 114,716 | 98,109 | 71,224 | 106,709 | 109,179 | 101,609 | 363,641 | ||||||||||||||||||||||||||||||
Interest on deposits | 6,925 | 5,530 | 22,613 | 19,474 | 16,153 | 13,247 | 24,625 | 40,781 | 58,336 | 47,580 | ||||||||||||||||||||||||||||||
Total earnings for computation, including interest on deposits | $ | 22,780 | $ | 37,932 | $ | 164,010 | $ | 134,190 | $ | 114,262 | $ | 84,471 | $ | 131,334 | $ | 149,960 | $ | 159,945 | $ | 411,221 | ||||||||||||||||||||
Computation of Fixed Charges | ||||||||||||||||||||||||||||||||||||||||
Portion of rental expense deemed representative of interest * | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||||||
Interest on short-term borrowed funds | 1,432 | 1,170 | 4,506 | 1,364 | 1,268 | 1,177 | 262 | 163 | 94 | 1,318 | ||||||||||||||||||||||||||||||
Interest on long-term borrowed funds | 1,539 | 1,540 | 6,160 | 2,419 | 1,813 | 2,464 | 2,702 | 3,977 | 9,562 | 8,347 | ||||||||||||||||||||||||||||||
Total fixed charges, excluding interest on deposits | 2,971 | 2,710 | 10,666 | 3,783 | 3,081 | 3,641 | 2,964 | 4,140 | 9,656 | 9,665 | ||||||||||||||||||||||||||||||
Interest on deposits | 6,925 | 5,530 | 22,613 | 19,474 | 16,153 | 13,247 | 24,625 | 40,781 | 58,336 | 47,580 | ||||||||||||||||||||||||||||||
Total fixed charges, including interest on deposits | $ | 9,896 | $ | 8,240 | $ | 33,279 | $ | 23,257 | $ | 19,234 | $ | 16,888 | $ | 27,589 | $ | 44,921 | $ | 67,992 | $ | 57,245 | ||||||||||||||||||||
Ratio of Earnings to Fixed Charges | ||||||||||||||||||||||||||||||||||||||||
Excluding deposit interest | 5.34 | 11.96 | 13.26 | 30.32 | 31.84 | 19.56 | 36.00 | 26.37 | 10.52 | 37.62 | ||||||||||||||||||||||||||||||
Including deposit interest | 2.30 | 4.60 | 4.93 | 5.77 | 5.94 | 5.00 | 4.76 | 3.34 | 2.35 | 7.18 |
* All of First Financial Bancorp's leases are operating; none are capitalized.
Computation of Ratio of Earnings to Fixed Charges
(Dollars in thousands)
Six Months Ended | ||||||||||||
June 30, | Year ended December 31, | |||||||||||
2015 | 2014 | 2014 | ||||||||||
Computation of Earnings | ||||||||||||
Net income | $ | 36,570 | $ | 31,057 | $ | 65,000 | ||||||
Add: Income tax expense | 17,734 | 15,042 | 30,028 | |||||||||
Income from continuing operations before income taxes | 54,304 | 46,099 | 95,028 | |||||||||
Fixed charges, excluding interest on deposits | 1,151 | 1,670 | 3,081 | |||||||||
Total earnings for computation, excluding interest on deposits | 55,455 | 47,769 | 98,109 | |||||||||
Interest on deposits | 9,441 | 6,922 | 16,153 | |||||||||
Total earnings for computation, including interest on deposits | $ | 64,896 | $ | 54,691 | $ | 114,262 | ||||||
Computation of Fixed Charges | ||||||||||||
Portion of rental expense deemed representative of interest * | $ | - | $ | - | $ | - | ||||||
Interest on short-term borrowed funds | 556 | 621 | 1,268 | |||||||||
Interest on long-term borrowed funds | 595 | 1,049 | 1,813 | |||||||||
Total fixed charges, excluding interest on deposits | 1,151 | 1,670 | 3,081 | |||||||||
Interest on deposits | 9,441 | 6,922 | 16,153 | |||||||||
Total fixed charges, including interest on deposits | $ | 10,592 | $ | 8,592 | $ | 19,234 | ||||||
Ratio of Earnings to Fixed Charges | ||||||||||||
Excluding deposit interest | 48.18 | 28.60 | 31.84 | |||||||||
Including deposit interest | 6.13 | 6.37 | 5.94 |
* All of First Financial Bancorp's leases are operating; none are capitalized.
Computation of Ratio of Earnings to Fixed Charges
(Dollars in thousands)
Nine Months Ended | ||||||||||||||||||||||||||||
September 30, | Year ended December 31, | |||||||||||||||||||||||||||
2014 | 2013 | 2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||||||||
Computation of Earnings | ||||||||||||||||||||||||||||
Net income | $ | 46,401 | $ | 44,564 | $ | 48,349 | $ | 67,303 | $ | 66,739 | $ | 59,251 | $ | 221,337 | ||||||||||||||
Add: Income tax expense | 22,260 | 20,451 | 19,234 | 36,442 | 38,300 | 32,702 | 132,639 | |||||||||||||||||||||
Income from continuing operations before income taxes | 68,661 | 65,015 | 67,583 | 103,745 | 105,039 | 91,953 | 353,976 | |||||||||||||||||||||
Fixed charges, excluding interest on deposits | 2,480 | 2,845 | 3,641 | 2,964 | 4,140 | 9,656 | 9,665 | |||||||||||||||||||||
Total earnings for computation, excluding interest on deposits | 71,141 | 67,860 | 71,224 | 106,709 | 109,179 | 101,609 | 363,641 | |||||||||||||||||||||
Interest on deposits | 11,140 | 10,000 | 13,247 | 24,625 | 40,781 | 58,336 | 47,580 | |||||||||||||||||||||
Total earnings for computation, including interest on deposits | $ | 82,281 | $ | 77,860 | $ | 84,471 | $ | 131,334 | $ | 149,960 | $ | 159,945 | $ | 411,221 | ||||||||||||||
Computation of Fixed Charges | ||||||||||||||||||||||||||||
Portion of rental expense deemed representative of interest * | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||
Interest on short-term borrowed funds | 975 | 920 | 1,177 | 262 | 163 | 94 | 1,318 | |||||||||||||||||||||
Interest on long-term borrowed funds | 1,505 | 1,925 | 2,464 | 2,702 | 3,977 | 9,562 | 8,347 | |||||||||||||||||||||
Total fixed charges, excluding interest on deposits | 2,480 | 2,845 | 3,641 | 2,964 | 4,140 | 9,656 | 9,665 | |||||||||||||||||||||
Interest on deposits | 11,140 | 10,000 | 13,247 | 24,625 | 40,781 | 58,336 | 47,580 | |||||||||||||||||||||
Total fixed charges, including interest on deposits | $ | 13,620 | $ | 12,845 | $ | 16,888 | $ | 27,589 | $ | 44,921 | $ | 67,992 | $ | 57,245 | ||||||||||||||
Ratio of Earnings to Fixed Charges | ||||||||||||||||||||||||||||
Excluding deposit interest | 28.69 | 23.85 | 19.56 | 36.00 | 26.37 | 10.52 | 37.62 | |||||||||||||||||||||
Including deposit interest | 6.04 | 6.06 | 5.00 | 4.76 | 3.34 | 2.35 | 7.18 |
* All of First Financial Bancorp's leases are operating; none are capitalized.
Computation of Ratio of Earnings to Fixed Charges
(Dollars in thousands)
Three Months Ended | ||||||||||||||||||||||||||||
March 31, | Year ended December 31, | |||||||||||||||||||||||||||
2014 | 2013 | 2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||||||||
Computation of Earnings | ||||||||||||||||||||||||||||
Net income | $ | 15,104 | $ | 13,824 | $ | 48,349 | $ | 67,303 | $ | 66,739 | $ | 59,251 | $ | 221,337 | ||||||||||||||
Add: Income tax expense | 7,081 | 6,351 | 19,234 | 36,442 | 38,300 | 32,702 | 132,639 | |||||||||||||||||||||
Income from continuing operations before income taxes | 22,185 | 20,175 | 67,583 | 103,745 | 105,039 | 91,953 | 353,976 | |||||||||||||||||||||
Fixed charges, excluding interest on deposits | 853 | 983 | 3,641 | 2,964 | 4,140 | 9,656 | 9,665 | |||||||||||||||||||||
Total earnings for computation, excluding interest on deposits | 23,038 | 21,158 | 71,224 | 106,709 | 109,179 | 101,609 | 363,641 | |||||||||||||||||||||
Interest on deposits | 3,316 | 3,860 | 13,247 | 24,625 | 40,781 | 58,336 | 47,580 | |||||||||||||||||||||
Total earnings for computation, including interest on deposits | $ | 26,354 | $ | 25,018 | $ | 84,471 | $ | 131,334 | $ | 149,960 | $ | 159,945 | $ | 411,221 | ||||||||||||||
Computation of Fixed Charges | ||||||||||||||||||||||||||||
Portion of rental expense deemed representative of interest * | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||
Interest on short-term borrowed funds | 329 | 329 | 1,177 | 262 | 163 | 94 | 1,318 | |||||||||||||||||||||
Interest on long-term borrowed funds | 524 | 654 | 2,464 | 2,702 | 3,977 | 9,562 | 8,347 | |||||||||||||||||||||
Total fixed charges, excluding interest on deposits | 853 | 983 | 3,641 | 2,964 | 4,140 | 9,656 | 9,665 | |||||||||||||||||||||
Interest on deposits | 3,316 | 3,860 | 13,247 | 24,625 | 40,781 | 58,336 | 47,580 | |||||||||||||||||||||
Total fixed charges, including interest on deposits | $ | 4,169 | $ | 4,843 | $ | 16,888 | $ | 27,589 | $ | 44,921 | $ | 67,992 | $ | 57,245 | ||||||||||||||
Ratio of Earnings to Fixed Charges | ||||||||||||||||||||||||||||
Excluding deposit interest | 27.01 | 21.52 | 19.56 | 36.00 | 26.37 | 10.52 | 37.62 | |||||||||||||||||||||
Including deposit interest | 6.32 | 5.17 | 5.00 | 4.76 | 3.34 | 2.35 | 7.18 |
* All of First Financial Bancorp's leases are operating; none are capitalized.
Computation of Ratio of Earnings to Fixed Charges
(Dollars in thousands)
Three Months Ended | ||||||||||||||||||||||||||||
March 31, | Year ended December 31, | |||||||||||||||||||||||||||
2011 | 2010 | 2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||||||||
Computation of Earnings | ||||||||||||||||||||||||||||
Net income | $ | 17,207 | $ | 11,598 | $ | 59,251 | $ | 221,337 | $ | 22,962 | $ | 35,681 | $ | 21,271 | ||||||||||||||
Add: Income tax expense | 9,333 | 6,258 | 32,702 | 132,639 | 10,403 | 18,008 | 9,449 | |||||||||||||||||||||
Income from continuing operations before income taxes | 26,540 | 17,856 | 91,953 | 353,976 | 33,365 | 53,689 | 30,720 | |||||||||||||||||||||
Fixed charges, excluding interest on deposits | 1,328 | 2,891 | 9,656 | 9,665 | 9,106 | 8,758 | 10,440 | |||||||||||||||||||||
Total earnings for computation, excluding interest on deposits | 27,868 | 20,747 | 101,609 | 363,641 | 42,471 | 62,447 | 41,160 | |||||||||||||||||||||
Interest on deposits | 11,400 | 15,648 | 58,336 | 47,580 | 57,997 | 79,184 | 70,012 | |||||||||||||||||||||
Total earnings for computation, including interest on deposits | $ | 39,268 | $ | 36,395 | $ | 159,945 | $ | 411,221 | $ | 100,468 | $ | 141,631 | $ | 111,172 | ||||||||||||||
Computation of Fixed Charges | ||||||||||||||||||||||||||||
Portion of rental expense deemed representative of interest * | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||
Interest on short-term borrowed funds | 45 | 19 | 94 | 1,318 | 4,828 | 4,232 | 3,768 | |||||||||||||||||||||
Interest on long-term borrowed funds | 1,283 | 2,872 | 9,562 | 8,347 | 4,278 | 4,526 | 6,672 | |||||||||||||||||||||
Total fixed charges, excluding interest on deposits | 1,328 | 2,891 | 9,656 | 9,665 | 9,106 | 8,758 | 10,440 | |||||||||||||||||||||
Interest on deposits | 11,400 | 15,648 | 58,336 | 47,580 | 57,997 | 79,184 | 70,012 | |||||||||||||||||||||
Total fixed charges, including interest on deposits | $ | 12,728 | $ | 18,539 | $ | 67,992 | $ | 57,245 | $ | 67,103 | $ | 87,942 | $ | 80,452 | ||||||||||||||
Ratio of Earnings to Fixed Charges | ||||||||||||||||||||||||||||
Excluding deposit interest | 20.98 | 7.18 | 10.52 | 37.62 | 4.66 | 7.13 | 3.94 | |||||||||||||||||||||
Including deposit interest | 3.09 | 1.96 | 2.35 | 7.18 | 1.50 | 1.61 | 1.38 |
* All of First Financial Bancorp's leases are operating; none are capitalized.
Computation of Ratio of Earnings to Fixed Charges
(Dollars in thousands)
Three Months Ended | ||||||||||||||||||||||||||||
March 31, | Year ended December 31, | |||||||||||||||||||||||||||
2009 | 2008 | 2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||||||||
Computation of Earnings | ||||||||||||||||||||||||||||
Income from continuing operations | $ | 5,735 | $ | 7,338 | $ | 22,962 | $ | 35,681 | $ | 21,271 | $ | 30,808 | $ | 41,101 | ||||||||||||||
Add: Income tax expense | 3,033 | 3,543 | 10,403 | 18,008 | 9,449 | 21,614 | 19,295 | |||||||||||||||||||||
Income from continuing operations before income taxes | 8,768 | 10,881 | 33,365 | 53,689 | 30,720 | 52,422 | 60,396 | |||||||||||||||||||||
Fixed charges, excluding interest on deposits | 2,050 | 1,610 | 9,106 | 8,758 | 10,440 | 19,076 | 19,463 | |||||||||||||||||||||
Total earnings for computation, excluding interest on deposits | 10,818 | 12,491 | 42,471 | 62,447 | 41,160 | 71,498 | 79,859 | |||||||||||||||||||||
Interest on deposits | 9,803 | 17,739 | 57,997 | 79,184 | 70,012 | 48,654 | 36,827 | |||||||||||||||||||||
Total earnings for computation, including interest on deposits | $ | 20,621 | $ | 30,230 | $ | 100,468 | $ | 141,631 | $ | 111,172 | $ | 120,152 | $ | 116,686 | ||||||||||||||
Computation of Fixed Charges | ||||||||||||||||||||||||||||
Portion of rental expense deemed representative of interest * | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||
Interest on short-term borrowed funds | 507 | 792 | 4,828 | 4,232 | 3,768 | 1,961 | 2,574 | |||||||||||||||||||||
Interest on long-term borrowed funds | 1,543 | 818 | 4,278 | 4,526 | 6,672 | 17,115 | 16,889 | |||||||||||||||||||||
Total fixed charges, excluding interest on deposits | 2,050 | 1,610 | 9,106 | 8,758 | 10,440 | 19,076 | 19,463 | |||||||||||||||||||||
Interest on deposits | 9,803 | 17,739 | 57,997 | 79,184 | 70,012 | 48,654 | 36,827 | |||||||||||||||||||||
Total fixed charges, including interest on deposits | $ | 11,853 | $ | 19,349 | $ | 67,103 | $ | 87,942 | $ | 80,452 | $ | 67,730 | $ | 56,290 | ||||||||||||||
Ratio of Earnings to Fixed Charges | ||||||||||||||||||||||||||||
Excluding deposit interest | 5.28 | 7.76 | 4.66 | 7.13 | 3.94 | 3.75 | 4.10 | |||||||||||||||||||||
Including deposit interest | 1.74 | 1.56 | 1.50 | 1.61 | 1.38 | 1.77 | 2.07 |
* All of First Financial Bancorp's leases are operating; none are capitalized.
Computation of Ratio of Earnings to Fixed Charges
(Dollars in thousands)
Nine Months Ended | ||||||||||||||||||||||||||||
September 30, | Year ended December 31, | |||||||||||||||||||||||||||
2008 | 2007 | 2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||||||||
Computation of Earnings | ||||||||||||||||||||||||||||
Income from continuing operations | $ | 20,878 | $ | 24,980 | $ | 35,681 | $ | 21,271 | $ | 30,808 | $ | 41,101 | $ | 36,939 | ||||||||||||||
Add: Income tax expense | 10,032 | 12,380 | 18,008 | 9,449 | 21,614 | 19,295 | 16,889 | |||||||||||||||||||||
Income from continuing operations before income taxes | 30,910 | 37,360 | 53,689 | 30,720 | 52,422 | 60,396 | 53,828 | |||||||||||||||||||||
Fixed charges, excluding interest on deposits | 6,164 | 6,642 | 8,758 | 10,440 | 19,076 | 19,463 | 17,561 | |||||||||||||||||||||
Total earnings for computation, excluding interest on deposits | 37,074 | 44,002 | 62,447 | 41,160 | 71,498 | 79,859 | 71,389 | |||||||||||||||||||||
Interest on deposits | 45,982 | 58,946 | 79,184 | 70,012 | 48,654 | 36,827 | 42,446 | |||||||||||||||||||||
Total earnings for computation, including interest on deposits | $ | 83,056 | $ | 102,948 | $ | 141,631 | $ | 111,172 | $ | 120,152 | $ | 116,686 | $ | 113,835 | ||||||||||||||
Computation of Fixed Charges | ||||||||||||||||||||||||||||
Portion of rental expense deemed representative of interest * | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||
Interest on short-term borrowed funds | 3,642 | 3,021 | 4,232 | 3,768 | 1,961 | 2,574 | 1,908 | |||||||||||||||||||||
Interest on long-term borrowed funds | 2,522 | 3,621 | 4,526 | 6,672 | 17,115 | 16,889 | 15,653 | |||||||||||||||||||||
Total fixed charges, excluding interest on deposits | 6,164 | 6,642 | 8,758 | 10,440 | 19,076 | 19,463 | 17,561 | |||||||||||||||||||||
Interest on deposits | 45,982 | 58,946 | 79,184 | 70,012 | 48,654 | 36,827 | 42,446 | |||||||||||||||||||||
Total fixed charges, including interest on deposits | $ | 52,146 | $ | 65,588 | $ | 87,942 | $ | 80,452 | $ | 67,730 | $ | 56,290 | $ | 60,007 | ||||||||||||||
Ratio of Earnings to Fixed Charges | ||||||||||||||||||||||||||||
Excluding deposit interest | 6.01 | 6.62 | 7.13 | 3.94 | 3.75 | 4.10 | 4.07 | |||||||||||||||||||||
Including deposit interest | 1.59 | 1.57 | 1.61 | 1.38 | 1.77 | 2.07 | 1.90 |
* All of First Financial Bancorp's leases are operating; none are capitalized.
Computation of Ratio of Earnings to Fixed Charges
(Dollars in thousands)
Six Months Ended | ||||||||||||||||||||||||||||
June 30, | Year ended December 31, | |||||||||||||||||||||||||||
2008 | 2007 | 2007 | 2006 | 2005 | 2004 | 2003 | ||||||||||||||||||||||
Computation of Earnings | ||||||||||||||||||||||||||||
Income from continuing operations | $ | 15,146 | $ | 16,607 | $ | 35,681 | $ | 21,271 | $ | 30,808 | $ | 41,101 | $ | 36,939 | ||||||||||||||
Add: Income tax expense | 7,435 | 8,169 | 18,008 | 9,449 | 21,614 | 19,295 | 16,889 | |||||||||||||||||||||
Income from continuing operations before income taxes | 22,581 | 24,776 | 53,689 | 30,720 | 52,422 | 60,396 | 53,828 | |||||||||||||||||||||
Fixed charges, excluding interest on deposits | 3,426 | 4,403 | 8,758 | 10,440 | 19,076 | 19,463 | 17,561 | |||||||||||||||||||||
Total earnings for computation, excluding interest on deposits | 26,007 | 29,179 | 62,447 | 41,160 | 71,498 | 79,859 | 71,389 | |||||||||||||||||||||
Interest on deposits | 32,374 | 38,418 | 79,184 | 70,012 | 48,654 | 36,827 | 42,446 | |||||||||||||||||||||
Total earnings for computation, including interest on deposits | $ | 58,381 | $ | 67,597 | $ | 141,631 | $ | 111,172 | $ | 120,152 | $ | 116,686 | $ | 113,835 | ||||||||||||||
Computation of Fixed Charges | ||||||||||||||||||||||||||||
Portion of rental expense deemed representative of interest * | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||
Interest on short-term borrowed funds | 1,922 | 1,980 | 4,232 | 3,768 | 1,961 | 2,574 | 1,908 | |||||||||||||||||||||
Interest on long-term borrowed funds | 1,504 | 2,423 | 4,526 | 6,672 | 17,115 | 16,889 | 15,653 | |||||||||||||||||||||
Total fixed charges, excluding interest on deposits | 3,426 | 4,403 | 8,758 | 10,440 | 19,076 | 19,463 | 17,561 | |||||||||||||||||||||
Interest on deposits | 32,374 | 38,418 | 79,184 | 70,012 | 48,654 | 36,827 | 42,446 | |||||||||||||||||||||
Total fixed charges, including interest on deposits | $ | 35,800 | $ | 42,821 | $ | 87,942 | $ | 80,452 | $ | 67,730 | $ | 56,290 | $ | 60,007 | ||||||||||||||
Ratio of Earnings to Fixed Charges | ||||||||||||||||||||||||||||
Excluding deposit interest | 7.59 | 6.63 | 7.13 | 3.94 | 3.75 | 4.10 | 4.07 | |||||||||||||||||||||
Including deposit interest | 1.63 | 1.58 | 1.61 | 1.38 | 1.77 | 2.07 | 1.90 |
* All of First Financial Bancorp's leases are operating; none are capitalized.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 of First Financial Bancorp. of our report dated February 24, 2017 relating to the consolidated financial statements and effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of First Financial Bancorp. for the year ended December 31, 2016, and to the reference to us under the heading "Experts" in the prospectus.
/s/ Crowe Horwath LLP
Crowe Horwath LLP
Indianapolis, Indiana
July 28, 2017
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” and to the incorporation by reference in the Registration Statement (Form S-3) pertaining to First Financial Bancorp. of our report dated February 23, 2016 with respect to the consolidated financial statements of First Financial Bancorp. as of December 31, 2015 and 2014 and for each of the two years then ended included in its Annual Report (Form 10-K) for the year ended December 31, 2016, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Cincinnati, Ohio
July 26, 2017
Exhibit 25.2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
_____________________________
___ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A National Banking Association | 94-1347393 |
(Jurisdiction of incorporation of | (I.R.S. Employer |
organization if not a U.S. national | Identification No.) |
bank) | |
101 North Phillips Avenue | |
Sioux Falls, South Dakota | 57104 |
(Address of principal executive offices) | (Zip code) |
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
_____________________________
FIRST FINANCIAL BANCORP.
(Exact name of obligor as specified in its charter)
Ohio | 31-1042001 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
255 East Fifth Street | ||
Suite 2900 | ||
Cincinnati, Ohio | 45202 | |
(Address of principal executive offices) | (Postal code) |
_____________________________
Subordinated Debt Securities
(Title of the indenture securities)
Item 1. General Information. Furnish the following information as to the trustee:
(a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency |
Treasury Department |
Washington, D.C. |
Federal Deposit Insurance Corporation |
Washington, D.C. |
Federal Reserve Bank of San Francisco |
San Francisco, California 94120 |
(b) | Whether it is authorized to exercise corporate trust powers. |
The trustee is authorized to exercise corporate trust powers. |
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.
Exhibit 1. | A copy of the Articles of Association of the trustee as now in effect.* | |
Exhibit 2. | A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 14, 2015.* | |
Exhibit 3. | A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.* | |
Exhibit 4. | Copy of By-laws of the trustee as now in effect.* | |
Exhibit 5. | Not applicable. | |
Exhibit 6. | The consent of the trustee required by Section 321(b) of the Act. | |
Exhibit 7. | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. | |
Exhibit 8. | Not applicable. | |
Exhibit 9. | Not applicable. |
* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of Navient Funding, LLC and Navient Credit Funding, LLC, file number 333-190926.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 28th day of July, 2017.
WELLS FARGO BANK, NATIONAL ASSOCIATION | ||
/s/ Alexander Pabon | ||
Alexander Pabon | ||
Assistant Vice President |
EXHIBIT 6
July 28, 2017
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Very truly yours, | ||
WELLS FARGO BANK, NATIONAL ASSOCIATION | ||
/s/ Alexander Pabon | ||
Alexander Pabon | ||
Assistant Vice President |
Exhibit 7
Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business March 31, 2017, filed in accordance with 12 U.S.C. §161 for National Banks.
Dollar Amounts | |||
In Millions | |||
ASSETS | |||
Cash and balances due from depository institutions: | |||
Noninterest-bearing balances and currency and coin | $ 18,876 | ||
Interest-bearing balances | 227,559 | ||
Securities: | |||
Held-to-maturity securities | 107,924 | ||
Available-for-sale securities | 278,250 | ||
Federal funds sold and securities purchased under agreements to resell: | |||
Federal funds sold in domestic offices | 111 | ||
Securities purchased under agreements to resell | 27,170 | ||
Loans and lease financing receivables: | |||
Loans and leases held for sale | 13,728 | ||
Loans and leases, net of unearned income | 916,710 | ||
LESS: Allowance for loan and lease losses | 10,285 | ||
Loans and leases, net of unearned income and allowance | 906,425 | ||
Trading Assets | 45,041 | ||
Premises and fixed assets (including capitalized leases) | 7,728 | ||
Other real estate owned | 845 | ||
Investments in unconsolidated subsidiaries and associated companies | 11,241 | ||
Direct and indirect investments in real estate ventures | 271 | ||
Intangible assets | |||
Goodwill | 22,669 | ||
Other intangible assets | 17,237 | ||
Other assets | 64,101 | ||
Total assets | $1,749,176 | ||
LIABILITIES | |||
Deposits: | |||
In domestic offices | $1,245,096 | ||
Noninterest-bearing | 408,018 | ||
Interest-bearing | 837,078 | ||
In foreign offices, Edge and Agreement subsidiaries, and IBFs | 122,120 | ||
Noninterest-bearing | 981 | ||
Interest-bearing | 121,139 | ||
Federal funds purchased and securities sold under agreements to repurchase: | |||
Federal funds purchased in domestic offices | 8,893 | ||
Securities sold under agreements to repurchase | 7,261 |
Dollar Amounts | ||
In Millions | ||
Trading liabilities | 13,575 | |
Other borrowed money | ||
(includes mortgage indebtedness and obligations under capitalized leases) | 153,308 | |
Subordinated notes and debentures | 13,199 | |
Other liabilities | 28,578 | |
Total liabilities | $1,592,030 | |
EQUITY CAPITAL | ||
Perpetual preferred stock and related surplus | 0 | |
Common stock | 519 | |
Surplus (exclude all surplus related to preferred stock) | 106,707 | |
Retained earnings | 50,815 | |
Accumulated other comprehensive income | (1,291) | |
Other equity capital components | 0 | |
Total bank equity capital | 156,750 | |
Noncontrolling (minority) interests in consolidated subsidiaries | 396 | |
Total equity capital | 157,146 | |
Total liabilities, and equity capital | $1,749,176 |
I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.
John R. Shrewsberry | |
Sr. EVP & CFO |
We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
Directors
Enrique Hernandez, Jr
Stephen Sanger
Lloyd Dean
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