CINCINNATI and GREENSBURG, Ind., Feb.
13. 2018 /PRNewswire/ -- First Financial Bancorp
(NASDAQ: FFBC) and MainSource Financial Group, Inc. (NASDAQ: MSFG)
today announced that, in connection with their proposed merger,
MainSource Bank will sell 5 branches in the Decatur and Bartholomew, Indiana Counties, with
approximately $160 million in total
deposits and $134 million in total
loans as of December 31, 2017, to
German American Bancorp, the banking subsidiary of German American
Bancorp, Inc. (NASDAQ: GABC). The sale is in connection with a
previously-announced agreement between First Financial, MainSource
and the U.S. Department of Justice in order to resolve the
Department's competitive concerns about First Financial's proposed
acquisition of MainSource. First Financial's proposed
acquisition of MainSource is subject to the final approval of the
Board of Governors of the Federal Reserve System. In addition, the
sale of the branches to German American is subject to the receipt
of regulatory approvals from the relevant federal and state banking
agencies.
Employees of the five branches to be divested, approximately 28,
will join the workforce of German American following the receipt of
required regulatory approvals. First Financial and MainSource will
be providing additional information to customers of the branches
slated for divestiture about the divestiture, although branch
conversions are not anticipated to be completed until the second
quarter of 2018.
The branches included in the sale are located at:
Greensburg Plaza Decatur County 304 E
10th Street, Greensburg,
IN 47240
Columbus Downtown Bartholomew
County 529 Washington Street, Ste 100 Columbus, IN 47201
Columbus Drive Thru Bartholomew County 803 Washington Street,
Columbus, IN 47201
Columbus North Bartholomew County
1901 25th Street, Columbus, IN 47201
Columbus West Bartholomew County
2310 W Jonathan Moore Pike, Columbus,
IN 47202
Archie Brown, President and CEO
of MainSource Bank, stated, "I am pleased to announce that German
American Bancorp will be purchasing the five MainSource branches
required to be divested under our agreement with the Department of
Justice. This signals another important step to finalizing our
merger with First Financial and we look forward to working with
both banks to ensure a smooth transition for all those
involved."
There are no changes expected to MainSource Bank customer
accounts or branches until after the sale to German American
Bancorp is completed. In addition, MainSource Bank and First
Financial Bank will continue to work toward a smooth transition for
all customers impacted by the merger. The divestiture of the five
branches to German American Bancorp will be completed prior to
conversion of MainSource Bank customers into First Financial
Bank.
MainSource Bank was advised by the investment banking firm
Keefe, Bruyette & Woods, Inc. German American Bancorp was
advised by Raymond James, Inc.
About MainSource
MainSource Financial Group is listed
on the NASDAQ National Market (under the symbol: "MSFG") and is a
community-focused, financial holding company with assets of
approximately $4.6 billion.
MainSource operates 88 full-service offices throughout
Indiana, Illinois, Kentucky
and Ohio through its banking
subsidiary, MainSource Bank, Greensburg, Indiana. For more
information about MainSource Bank, visit
www.mainsourcebank.com.
About First Financial
First Financial Bancorp. is a
Cincinnati, Ohio based bank
holding company. As of December 31,
2017, the Company had $8.9
billion in assets, $6.0
billion in loans, $6.9 billion
in deposits and $930.7 million in
shareholders' equity. The Company's subsidiary, First Financial
Bank, founded in 1863, provides banking and financial services
products through its four lines of business: Commercial and Private
Banking, Retail Banking, Investment Commercial Real Estate and
Commercial Finance. These business units provide traditional
banking services to business and retail clients. Commercial and
Private Banking includes First Financial Wealth Management, which
provides wealth planning, portfolio management, trust and estate,
brokerage and retirement plan services and had approximately
$2.7 billion in assets under
management as of December 31, 2017.
The Company's primary operating markets are located in Ohio, Indiana
and Kentucky where it operates 94
banking centers, while the Commercial Finance business lends into
targeted industry verticals on a nationwide basis. Additional
information about the Company, including its products, services and
banking locations is available at www.bankatfirst.com.
Forward-Looking Statements
Certain statements
contained in this release which are not statements of historical
fact constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such
statements include, but are not limited to, certain plans,
expectations, goals, projections and benefits relating to the
proposed merger (the "Merger") between MainSource Financial Group
("MainSource") and First Financial Bancorp ("First Financial"),
which are subject to numerous assumptions, risks and
uncertainties. Words such as "believes," "anticipates,"
"likely," "expected," "estimated," "intends" and other similar
expressions are intended to identify forward-looking statements but
are not the exclusive means of identifying such statements.
Please refer to each of MainSource's and First Financial's
Annual Report on Form 10-K for the year ended December 31, 2016, as well as their other filings
with the SEC, for a more detailed discussion of risks,
uncertainties and factors that could cause actual results to differ
from those discussed in the forward-looking statements.
Forward-looking statements are not historical facts but instead
express only management's beliefs regarding future results or
events, many of which, by their nature, are inherently uncertain
and outside of the management's control. It is possible that
actual results and outcomes may differ, possibly materially, from
the anticipated results or outcomes indicated in these
forward-looking statements. In addition to factors previously
disclosed in reports filed by MainSource and First Financial
with the SEC, risks and uncertainties for MainSource, First
Financial and the combined company include, but are not limited
to: the possibility that any of the anticipated benefits of
the proposed Merger will not be realized or will not be realized
within the expected time period; the risk that integration of
MainSource's operations with those of First Financial will be
materially delayed or will be more costly or difficult than
expected; the inability to close the Merger in a timely manner;
diversion of management's attention from ongoing business
operations and opportunities; the failure to satisfy other
conditions to completion of the Merger, including receipt of
required regulatory and other approvals; the failure of the
proposed Merger to close for any other reason; the challenges of
integrating and retaining key employees; the effect of the
announcement of the Merger on MainSource's, First Financial's
or the combined company's respective customer relationships and
operating results; the possibility that the Merger may be more
expensive to complete than anticipated, including as a result of
unexpected factors or events; and general competitive, economic,
political and market conditions and fluctuations. All
forward-looking statements included in this filing are made as of
the date hereof and are based on information available at the time
of the filing. Except as required by law, neither MainSource
nor First Financial assumes any obligation to update any
forward-looking statement.
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SOURCE First Financial Bancorp.