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UNITED STATES
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): December 6, 2024
(Exact name of registrant as specified in its charter)
Delaware |
000-10537 |
36-3143493 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
37 South River Street
Aurora, Illinois 60507
(Address of principal executive offices) (Zip code)
(630) 892-0202
(Registrant’s telephone number, including area code)
N/A
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock |
OSBC |
The Nasdaq Stock Market |
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(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 |
Regulation FD Disclosure. |
On December 6, 2024, Old Second Bancorp, Inc. (the “Company”), the parent of Old Second National Bank (the “Bank”), issued a press release announcing the closing of the Bank’s branch purchase and assumption agreement with First Merchants Bank (“First Merchants”) pursuant to which Old Second National Bank acquired from First Merchants certain assets and assumed certain liabilities of five bank branches located in the greater Chicago, Illinois MSA.
A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.
As provided in General Instruction B.2 to Form 8-K, the information set forth in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
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Description |
99.1 |
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Press Release of Old Second National Bank, dated December 6, 2024 |
104 |
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Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
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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.
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OLD SECOND BANCORP, INC. |
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Dated: December 6, 2024 |
By: |
/s/ Bradley S. Adams |
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Bradley S. Adams |
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Executive Vice President, Chief Operating Officer and |
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Chief Financial Officer |
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(NASDAQ:OSBC) |
Exhibit 99.1 |
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Contact: |
Bradley S. Adams |
For Immediate Release |
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Executive Vice President, |
December 6, 2024 |
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Chief Operating Officer and |
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Chief Financial Officer |
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(630) 906-5484 |
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OLD SECOND BANCORP, INC. ANNOUNCES COMPLETION OF CHICAGOLAND BRANCH TRANSACTION
Old Second National Bank Completes Acquisition of Five Illinois Branches from First Merchants Bank
CHICAGO, IL--(December 6, 2024) - Old Second Bancorp, Inc. (“Old Second Bancorp”) (NASDAQ: OSBC), the parent company of Old Second National Bank (“Old Second”), announced today that Old Second has completed its previously announced purchase of five Illinois branch locations in the Southeast Chicago MSA from First Merchants Bank (“First Merchants”). The closing of the transaction became effective after the close of business on December 6, 2024, and the five branches of First Merchants purchased will open as branches of Old Second on Monday, December 9, 2024.
Under the terms of the purchase and assumption agreement Old Second assumed approximately $274.2 million in deposits related to the branch locations and purchased approximately $7.5 million in branch-related loans along with the purchase of other branch-related assets.
“We are extremely pleased to close our branch transaction with First Merchants, which will add meaningfully to our existing branch network in the Southeast Chicago market,” said James Eccher, Chairman, President and Chief Executive Officer of Old Second. “We extend a warm welcome to First Merchant’s customers and branch-related team members.”
Keefe, Bruyette & Woods, Inc. served as financial advisor, and Nelson Mullins Riley & Scarborough LLP served as legal advisor to Old Second Bancorp. Stephens Inc. served as financial advisor, and Dentons Bingham Greenebaum LLP served as legal advisor to First Merchants Corp.
About Old Second Bancorp, Inc.
Old Second Bancorp, Inc., headquartered in Aurora, Illinois, is the bank holding company for Old Second National Bank, which celebrated 150 years of operation in 2021. Old Second's common stock trades on The NASDAQ Stock Market under the symbol "OSBC". More information about Old Second is available by visiting the "Investor Relations" section of its website www.oldsecond.com. As of September 30, 2024, Old Second has approximately $5.67 billion in assets, $4.47 billion in deposits and $3.99 billion in loans.
Forward-Looking Statements
This press release and statements by our management may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding our expectations with respect to the transaction. Forward-looking statements are based on our current beliefs, expectations and assumptions and on information currently available and, can be identified by the use of words such as “expects,” “intends,” “believes,” “may,” “will,” “would,” “could,” “should,” “plan,” “anticipate,” “estimate,” “possible,” “likely” or the negative thereof as well as other similar words and expressions of the future. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements anticipated in such statements. Factors that could cause actual results to differ materially from those described in the forward-looking statements include, among others: (i) the possibility that any of the anticipated benefits of the transaction will not be realized; (ii) the risk that integration of the operations of the branch locations with Old Second will be more costly or difficult than expected; and (iii) the effect of the transaction on employee relationships, customer relationships and operating results. For a discussion of additional factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the risk factors discussed in Old Second Bancorp’s Form 10-K for the year ended December 31, 2023, its Forms 10-Q for the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024 and other reports that are filed with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made and, except as required by law, Old Second Bancorp does not assume any duty to update forward-looking statements.