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MainSource Financial strikes $56.9M deal with FCB Bancorp


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MainSource Financial strikes $56.9M deal with FCB Bancorp

Greensburg, Ind.-based MainSource Financial Group Inc. struck a $56.9 million deal to acquire Louisville, Ky.-based FCB Bancorp Inc. in a cash-and-stock transaction.

FCB stockholders can receive 0.9 MainSource common shares and $7 in cash for each FCB common share they own. Additionally, all outstanding and unexercised options to buy FCB stock will vest in full and be converted automatically into the right to receive an amount of cash equal to the product of the difference (if positive) between $7 plus the product of 0.9 and 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 the exercise price of such FCB stock option, multiplied by the number of shares of FCB common stock subject to such FCB stock option. The price tag is based on the Dec. 16 closing price of $32.65 per MainSource common share.

Deal completion will also see FCB Bancorp unit First Capital Bank of Kentucky become a subsidiary of MainSource Financial and subsequently merge into MainSource Bank.

The deal value, according to SNL data, is 188.9% of book and tangible book, on a per-share basis. It is also 14.63% of deposits and 11.17% of assets. The tangible book premium-to-core deposits ratio is 8.41%.

The one-day premium on the deal is 91.5%, based on FCB Bancorp's closing price of $19.00 on Dec. 16. The one-month premium is 97.21%, based on the target's closing price of $18.45 on Nov. 21.

SNL valuations for bank and thrift targets in the Midwest region between Dec. 19, 2015, and Dec. 19, 2016, averaged 124.82% of book, 128.59% of tangible book and had a median of 18.33x last-12-months earnings, on an aggregate basis, and averaged 137.73% of book, 145.41% of tangible book and had a median of 17.25x last-12-months earnings, on a per-share basis.

MainSource will expand in Jefferson County, Ky., by 10 branches to be ranked ninth with a 2.31% share of approximately $18.59 billion in total market deposits.

The deal, set to close during the second quarter of 2017, is subject to regulatory and shareholder approval and other conditions that include the authorization for listing on the Nasdaq Stock Market of MainSource common stock to be issued in the merger.

There is also a primary termination fee of $2 million, and a secondary termination fee of $500,000, which will kick in per the merger agreement under certain circumstances.

Keefe Bruyette and Woods Inc. served as financial adviser to MainSource, with SmithAmundsen as legal adviser. Sandler O'Neill & Partners LP served as financial adviser to FCB Bancorp, with lead bankers Jason Hach and Nathan Mittag, and Frost Brown Todd LLC served as legal adviser.

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