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ACQUISITIONS
3 Months Ended
Mar. 31, 2017
ACQUISITIONS  
ACQUISITIONS

NOTE 12 – ACQUISITION

 

On February 17, 2017, MainSource Bank entered into an agreement with First Service Capital Management, Inc. (“First Service”), located in Elizabethtown, Kentucky, to acquire the assets under management.  The transaction closed on February 17, 2017.  In connection with the acquisition, the Bank also agreed to hire all of the First Service employees, including its four brokers.  The purchase price of approximately $1,750 resulted in intangible assets including goodwill and a customer relationship intangible.  Preliminary amounts have been recorded in the first quarter of 2017 but are still being finalized.  $1,400 was paid on February 17, 2017 upon closing of the transaction and the remaining balance will be earned over the next two years.

 

On December 19, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with FCB Bancorp, Inc., a Kentucky corporation (“FCB”), pursuant to which FCB will merge with and into the Company, whereupon the separate corporate existence of FCB will cease and MainSource will survive (the “Merger”).   After the Merger, The First Capital Bank of Kentucky, a Kentucky-chartered bank and a wholly-owned subsidiary of FCB (“FCB Bank”), will be a wholly-owned subsidiary of MainSource.  The Company anticipates that FCB Bank will merge with and into MainSource Bank during the second quarter, with MainSource Bank as the surviving bank.

 

FCB’s stockholders approved the merger on April 26, 2017 and the acquisition was completed on April 30, 2017.

 

At the time of the Merger, stockholders of FCB received (i) 0.9 shares of MainSource common stock (the “Exchange Ratio”) and (ii) $7.00 in cash for each share of FCB common stock owned. In lieu of any fractional shares of MainSource common stock, MainSource distributed an amount in cash equal to such fraction multiplied by the average of the daily closing sales price of MainSource common stock as reported by NASDAQ for the 10 consecutive trading days ending on the third business day preceding the Closing Date .  Additionally, all outstanding and unexercised options to purchase FCB stock vested in full and were converted automatically into the right to receive an amount of cash equal to the product of (i) the difference between (A) $7.00 plus the product of (y) 0.9 and (z) the average of the daily closing sales prices of a share of MainSource common stock as reported on the NASDAQ for the 10 consecutive trading days ending on the third business day preceding the Closing Date minus (B) the exercise price of such FCB stock option, multiplied by (ii) the number of shares of FCB common stock subject to such FCB stock option.   Using the closing price of MSFG stock at April 28, 2017 of $34.20, the value of the acquisition was approximately $59 million.

 

FCB is the holding company of FCB Bank. FCB Bank was founded in 1911 as a Kentucky-chartered savings and loan association. FCB Bank continues to operate 7 full service branches in Jefferson County, Kentucky. As of March 31, 2017, FCB had $519,206 of total assets, $436,596 of loans, $383,402 of deposits and total equity of $30,396.

 

Additional disclosures required by ASC 805 have been omitted because the information needed for this disclosure is not available due to the close proximity of the closing of this transaction with the date these financial statements are being issued.