M&A - OLD SECOND BANCORP INC

Form Type: 8-K

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000035717325000066

Filing Summary: On July 1, 2025, Old Second Bancorp, Inc. completed its merger with Bancorp Financial, Inc. This merger was executed according to the Agreement and Plan of Merger dated February 24, 2025. At the effective time of the merger, Bancorp Financial merged into Old Second, which continued as the surviving entity. Following this, Evergreen Bank Group merged into Old Second National Bank, which is a subsidiary of Old Second. Each Bancorp Financial stockholder received 2.5814 shares of Old Second common stock and $15.93 in cash for every share they held. Additionally, the board of directors of Old Second was expanded to include Darin Campbell, appointed as a Class I director. Mr. Campbell also entered into an employment agreement with an annual base salary of $550,000, with performance bonuses and benefits detailed. The document included information on severance benefits in the event of employment termination and announced the release of a press statement regarding the merger completion.

Form Type: 11-K

Filing Date: 2025-06-30

Corporate Action: Merger

Type: New

Accession Number: 000035717325000063

Filing Summary: Old Second Bancorp, Inc. has filed its annual report for the fiscal year ended December 31, 2024, detailing the financials and operations of the Old Second Bancorp, Inc. Employees’ 401(k) Savings Plan and Trust. The report includes audited financial statements showing a net asset increase to $101,567,525, supported by contributions and investment gains. A significant event noted is the merger agreement between Old Second Bancorp, Inc. and Bancorp Financial, Inc., with plans to merge Bancorp Financial into Old Second and subsequently merge Evergreen Bank Group into Old Second National Bank. The merger is set to take place in the third quarter of 2025. Following the merger, participants from Bancorp's 401(k) plan will have rollover options into Old Second's plan. The report emphasizes that the merger is not expected to materially impact the plan.

Form Type: 8-K

Filing Date: 2025-06-18

Corporate Action: Merger

Type: New

Accession Number: 000035717325000060

Filing Summary: On June 18, 2025, Bancorp Financial, Inc. received stockholder approval for the previously announced merger of Bancorp Financial with and into Old Second Bancorp, Inc. This merger, which was initially announced on February 25, 2025, is expected to close on July 1, 2025, pending the satisfaction of customary closing conditions. The document outlines forward-looking statements concerning the merger, indicating risks and uncertainties related to the transaction, including potential failures to meet closing conditions and external events that may impact financial markets. Old Second Bancorp disclaims any obligation to update forward-looking statements unless required by law.

Form Type: 8-K

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000035717325000044

Filing Summary: On May 22, 2025, Old Second Bancorp, Inc. announced that it received regulatory approvals for its previously announced merger with Bancorp Financial, Inc. This communication pertains to the merger transaction, indicating that a Registration Statement on Form S-4 was filed with the SEC on April 23, 2025, which was amended and declared effective on May 8, 2025. The Registration Statement contained a Proxy Statement of Bancorp Financial and a Prospectus of Old Second. A definitive Proxy Statement/Prospectus was mailed to Bancorp Financial stockholders around May 15, 2025, soliciting their approval for the merger. It urged investors and stockholders of Bancorp Financial to read the Registration Statement, Proxy Statement/Prospectus, and any amendments or supplements for important information. The document clarifies that it does not constitute an offer to sell or a solicitation of offers to buy any securities related to the merger.

Form Type: S-4/A

Filing Date: 2025-05-06

Corporate Action: Merger

Type: Update

Accession Number: 000110465925045103

Filing Summary: On February 24, 2025, Old Second Bancorp, Inc. and Bancorp Financial, Inc. entered into an Agreement and Plan of Merger. Under this agreement, Bancorp Financial will merge with Old Second, with Old Second as the surviving corporation. Subsequently, Bancorp Financial's subsidiary, Evergreen Bank Group, will merge into Old Second's subsidiary, Old Second National Bank. Each share of Bancorp Financial common stock will be converted into approximately 2.5814 shares of Old Second common stock and $15.93 in cash, with the total consideration fluctuating based on the stock price of Old Second. The anticipated valuation of the merger consideration is approximately $58.29 per Bancorp Financial share based on the stock price of Old Second on May 5, 2025. A special meeting of Bancorp Financial stockholders is scheduled for June 18, 2025, to vote on the merger proposal and related matters. Stockholders must approve the merger proposal by a majority vote. Those dissenting will have appraisal rights under Delaware law.

Form Type: S-4

Filing Date: 2025-04-23

Corporate Action: Merger

Type: New

Accession Number: 000110465925037832

Filing Summary: On April 23, 2025, Old Second Bancorp, Inc. filed a registration statement for a proposed merger with Bancorp Financial, Inc., structured as an Agreement and Plan of Merger, dated February 24, 2025. In this merger, Bancorp Financial will merge into Old Second, with Old Second as the surviving entity, followed by the merger of Bancorp Financial's subsidiary, Evergreen Bank Group, into Old Second National Bank, Old Second's subsidiary. Shareholders of Bancorp Financial will receive 2.5814 shares of Old Second common stock and $15.93 in cash for each share they own. The filing outlines the proposed merger considerations, the need for approval from Bancorp Financial’s stockholders, and provides details on the special meeting for stockholder voting regarding the merger and related proposals. The document also emphasizes the importance of the stockholder vote and outlines the rights of dissenting shareholders.

Form Type: 425

Filing Date: 2025-02-26

Corporate Action: Acquisition

Type: New

Accession Number: 000035717325000023

Filing Summary: Old Second Bancorp, Inc. has announced a proposed business combination with Bancorp Financial, Inc. and its subsidiary Evergreen Bank Group. The acquisition aims to enhance Old Second's asset generation capabilities and diversify its lending portfolio. Key executives involved include James Eccher, Chairman and CEO, and Bradley Adams, EVP and CFO. The merger promises significant benefits such as increased profitability and improved operating efficiencies. Expected pro forma ownership for Evergreen shareholders stands at approximately 15% post-merger, with an estimated 16% EPS accretive effect for Old Second's shareholders. Financial highlights suggest the transaction will have a favorable impact on various profitability metrics and maintain strong capital ratios while providing opportunities for future growth. The merger was propelled by a long-standing respect for Evergreen’s business model and franchise. Details concerning cost saves, balance sheet restructuring, and potential future acquisitions were discussed, emphasizing a strong outlook for the combined entity's performance in different interest rate environments.

Form Type: 425

Filing Date: 2025-02-25

Corporate Action: Merger

Type: New

Accession Number: 000035717325000021

Filing Summary: On February 24, 2025, Old Second Bancorp, Inc. and Bancorp Financial, Inc. entered into an Agreement and Plan of Merger. Under this agreement, Bancorp Financial will merge into Old Second, which will be the surviving entity. Immediately following this merger, Evergreen Bank Group, a subsidiary of Bancorp Financial, will merge with Old Second National Bank, also resulting in Old Second National Bank as the surviving bank. Each Bancorp Financial stockholder will receive an exchange ratio of 2.5814 shares of Old Second common stock and $15.93 in cash for each share held. The merger agreement was approved by the boards of both companies and contains various customary provisions including termination rights and conditions to completion. Additionally, certain stockholders of Bancorp have entered into voting agreements to support the merger. A joint press release regarding the merger was issued on February 25, 2025, and further details will be provided in a planned conference call and subsequent filings with the SEC. The merger is also subject to regulatory approvals and other conditions, including stockholder approval from Bancorp Financial.

Form Type: 8-K

Filing Date: 2025-02-25

Corporate Action: Merger

Type: New

Accession Number: 000035717325000018

Filing Summary: On February 24, 2025, Old Second Bancorp, Inc. entered into a definitive Merger Agreement with Bancorp Financial, Inc., where Bancorp Financial will merge with Old Second, making Old Second the surviving entity. Following this merger, Evergreen Bank Group will merge with Old Second National Bank, also continuing as the surviving entity. Bancorp Financial stockholders will receive 2.5814 shares of Old Second common stock and $15.93 in cash for each share of Bancorp Financial stock they hold. The Merger Agreement includes important provisions, such as various conditions for completion, customary representations, warranties, and covenants. It also specifies termination rights, with a termination fee of $8,500,000 payable by Bancorp Financial under certain conditions. The document outlines an increase in the board of directors of Old Second by one, with Darin Campbell appointed to the board and other conditions for the management and operations of both companies during the interim period before merger execution.