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): September 18,
2009
FIRST
FINANCIAL BANCORP.
(Exact
name of registrant as specified in its charter)
|
Ohio
(State
or other jurisdiction
of
incorporation)
|
0-12379
(Commission
File Number)
|
31-1042001
(IRS
Employer
Identification
No.)
|
|
4000
Smith Road
Cincinnati,
Ohio
(Address
of principal executive offices)
|
|
45209
(Zip
Code)
|
Registrant’s
telephone number, including area code: (513) 979-5837
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):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
| Form 8-K |
|
First Financial
Bancorp.
|
ITEM 1.01
Entry into a Material Definitive Agreement
Effective
September 18, 2009, First Financial Bank, N.A. (“First Financial”), the wholly
owned subsidiary of First Financial Bancorp (“Bancorp”) assumed all deposits and
acquired certain assets and other liabilities of Irwin Union Bank and Trust
Company, an Indiana state-chartered bank headquartered in Columbus, Indiana
(“Irwin Union Bank”) and Irwin Union Bank, F.S.B., a federally
chartered savings association headquartered in Louisville, Kentucky (“Irwin
FSB”), from the Federal Deposit Insurance Corporation (the “FDIC”), as receiver
for Irwin Union Bank and Irwin FSB, collectively (the “Acquisition”), pursuant
to the terms of separate purchase and assumption agreements entered into by
First Financial, the FDIC, and the FDIC as receiver on September 18, 2009 (the
“Agreements”).
Irwin
Union Bank
Under the
terms of the agreement with the FDIC as receiver for Irwin Union Bank, First
Financial acquired loans held by Irwin Union Bank, marketable securities, cash
and cash equivalents (excluding cash paid by the FDIC to complete the
Acquisition) and other tangible assets. First Financial also assumed
approximately $2.1 billion in customer deposits, liabilities to the Federal Home
Loan Bank and/or Federal Reserve Bank and securities repurchase obligations. The
deposits were acquired at a premium of 1% and assets were acquired at a discount
of $544.1 million.
Irwin
Union Bank operated branches in Indiana (12), Michigan (4), Nevada (2) and Utah
(1).
In
addition, subject to the terms of the agreement, First Financial acquired the
stock of the direct/indirect subsidiaries of Irwin Union Bank, including, but
not limited to Irwin Commercial Franchise Corporation, Irwin Home Equity
Corporation, and Irwin Mortgage Corporation.
Irwin
FSB
Under the
terms of the agreement with the FDIC as receiver for Irwin FSB, First Financial
acquired assets, including loans held by Irwin FSB, marketable securities, cash
and cash equivalents (excluding cash paid by the FDIC to complete the
Acquisition) and other tangible assets. First Financial also assumed
liabilities, including approximately $0.4 billion in customer deposits,
liabilities to the Federal Home Loan Bank and/or Federal Reserve Bank and
securities repurchase obligations. The deposits were assumed at a premium of 0%
and assets were acquired at a discount of $108.1 million.
Irwin FSB
operated branches in Kentucky (1), Missouri (1), Arizona (2), Nevada (1), New
Mexico (1), and California (2).
Modified
Purchase
The loan
portfolios of Irwin Bank and Irwin FSB were purchased under modified offerings
by the FDIC whereby all non-performing assets, other real estate owned;
acquisition, development and construction loans; and residential and commercial
land loans were excluded from the purchased portfolio.
In
connection with the Acquisition, the FDIC will make a cash payment to First
Financial, subject to a customary post-closing adjustment based upon the final
closing date balance sheet for Irwin Union Bank and Irwin FSB. The terms of the
Agreements provide for the FDIC to indemnify First Financial against claims with
respect to liabilities and assets of Irwin Union Bank or any of its affiliates
and Irwin FSB not assumed or otherwise purchased by First Financial and with
respect to claims made by shareholders of Irwin Financial
Corporation.
Loss
Sharing Agreements
In
connection with the Acquisition, First Financial entered into loss sharing
agreements with the FDIC that collectively cover approximately $2.5 billion of
assets which include single family residential mortgage loans, commercial real
estate and commercial and industrial loans and other commercial assets (referred
to collectively as “covered assets”). Certain other assets of Irwin Union Bank
and Irwin FSB were acquired by First Financial that are not covered by loss
sharing agreements with the FDIC. These assets include marketable securities
purchased at fair market value and other tangible assets.
Pursuant
to the terms of the loss sharing agreements, the FDIC’s obligation to reimburse
First Financial for losses with respect to covered assets begins with the first
dollar of loss incurred. The FDIC will reimburse First Financial for 80% of
losses of up to (a) $526 million with respect to covered assets of Irwin Union
Bank and (b) $110 million with respect to covered assets of Irwin FSB. The FDIC
will reimburse First Financial for 95% of losses in excess of these amounts.
First Financial will reimburse the FDIC for 80% of recoveries with respect to
losses for which the FDIC paid First Financial 80% reimbursement under the loss
sharing agreements, and for 95% of recoveries with respect to losses for which
the FDIC paid First Financial 95% reimbursement under the loss sharing
agreements. The loss sharing agreements applicable to single family residential
mortgage loans provides for FDIC loss sharing and First Financial reimbursement
to the FDIC, in each case as described above, for ten years. The loss sharing
agreements applicable to commercial loans and securities provides for FDIC loss
sharing for five years and First Financial reimbursement to the FDIC for eight
years, in each case as described above.
Summary
The
foregoing summary of the agreements is not complete and is qualified in its
entirety by reference to the full text of the agreements and certain exhibits
attached thereto, a copy of which is attached hereto as Exhibits 2.1, 2.2 and
2.3 and incorporated by reference herein.
No other
assets were acquired or liabilities assumed from Irwin Union Bank, Irwin F.S.B.
or their parent entity, Irwin Financial Corporation, Columbus,
Indiana.
ITEM 2.01
Completion of Acquisition or Disposition of Assets
The
information set forth under Item 1.01 “Entry into a Material Definitive
Agreement” is incorporated by reference into this Item 2.01.
ITEM 7.01
Regulation FD Disclosure
On
September 18, 2009, Bancorp issued a press release announcing the Acquisition. A
copy of this press release has been attached as Exhibit 99.1 to this Current
Report and incorporated by reference herein.
ITEM 9.01
Financial Statements and Exhibits
(a)
Financial Statements of Businesses Acquired
To the
extent that financial statements are required by this Item, such financial
statements will be filed in an amendment to this Current Report no later than
December 2, 2009.
(b) Pro
Forma Financial Information
To the
extent that pro forma financial information is required by this Item, such
information will be filed in an amendment to this Current Report no later than
December 2, 2009.
(d)
Exhibits
|
Exhibit
No.
|
|
Description
of Exhibit
|
|
|
|
|
|
2.1
|
|
Purchase
and Assumption Agreement Modified Whole Bank All Deposits, among the
Federal Deposit Insurance Corporation, receiver of Irwin Union Bank and
Trust Company, Columbus, Indiana, the Federal Deposit Insurance
Corporation and First Financial, dated as of September 18,
2009.
|
|
|
|
|
|
2.2
|
|
Purchase
and Assumption Agreement Modified Whole Bank All Deposits, among the
Federal Deposit Insurance Corporation, receiver of Irwin Union Bank,
F.S.B., Louisville, Kentucky, the Federal Deposit Insurance Corporation
and First Financial, dated as of September 18, 2009.
|
|
|
|
|
|
2.3
|
|
Amendment
1 to Purchase and Assumption Agreement Modified Whole Bank All Deposits,
among the Federal Deposit Insurance Corporation, receiver of Irwin Union
Bank and Trust Company, Columbus, Indiana, the Federal Deposit Insurance
Corporation and First Financial, dated as of September 18,
2009.
|
|
|
|
|
|
99.1
|
|
Press
Release announcing the Acquisition, dated September 18,
2009.
|
SIGNATURE
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.
| |
FIRST
FINANCIAL BANCORP
(Registrant)
|
|
| |
|
|
| |
|
|
|
|
|
By:
|
/s/ J.
Franklin Hall |
|
| |
|
J.
Franklin Hall |
|
| |
|
Executive
Vice President, Chief Financial Officer
|
|
| |
|
|
|
Date: September 23, 2009
EXHIBIT
INDEX
|
Exhibit
No.
|
|
Description
of Exhibit
|
|
|
|
|
|
2.1
|
|
Purchase
and Assumption Agreement Modified Whole Bank All Deposits, among the
Federal Deposit Insurance Corporation, receiver of Irwin Union Bank and
Trust Company, Columbus, Indiana, the Federal Deposit Insurance
Corporation and First Financial, dated as of September 18,
2009.
|
|
|
|
|
|
2.2
|
|
Purchase
and Assumption Agreement Modified Whole Bank All Deposits, among the
Federal Deposit Insurance Corporation, receiver of Irwin Union Bank,
F.S.B., Louisville, Kentucky, the Federal Deposit Insurance Corporation
and First Financial, dated as of September 18, 2009.
|
|
|
|
|
|
2.3
|
|
Amendment
1 to Purchase and Assumption Agreement Modified Whole Bank All Deposits,
among the Federal Deposit Insurance Corporation, receiver of Irwin Union
Bank and Trust Company, Columbus, Indiana, the Federal Deposit Insurance
Corporation and First Financial, dated as of September 18,
2009.
|
|
|
|
|
|
99.1
|
|
Press
Release announcing the Acquisition, dated September 18,
2009.
|