Nicolet BanksharesInc. and Baylake Corp.completed their merger.
The transactionclosed April 29, and saw Green Bay, Wis.-based Nicolet Bankshares as the survivinginstitution, and Baylake Bank($1.06 billion) merge into NicoletNational Bank ($1.23 billion).
Each share of Baylake common stock was exchanged for the rightto receive 0.4517 of a share of Nicolet common stock. Exempted from the exchangeand canceled were Baylake common shares held in treasury by Baylake or held directlyor indirectly by Nicolet. Nicolet issued approximately 4,335,000 common shares intotal to former Baylake shareholders at the close of the transaction.
Nicolet Chairman, President and CEO Robert Atwell and formerBaylake President and CEO Robert Cera are now Co-Chairmen, Co-Presidents and Co-ChiefExecutive Officers of the combined company and Co-Chairmen of Nicolet National'sboard. Former Nicolet National President and COO Michael Daniels is now the bank'spresident and CEO.
According to an 8-K, Gary Fairchild, Michael Felhofer, Kim Gowey,Andrew Hetzel Jr. and Therese Pandl stepped down from the boards of Nicolet Banksharesand Nicolet National bank following deal closing. The resignations were not dueto any disagreements with Nicolet. Eight former Baylake directors have also beenappointed to the combined company's board — Robert Agnew, Robert Cera, TerrenceFulwiler, Thomas Herlache, Louis Jeanquart, William Murphy, Dean Nolden and ElyseMollner Stackhouse — and five will fill thevacancies left by the former Nicolet directors while three fill new seats in theexpanded board.
Nicolet also took over from Baylake all obligations related to$16.6 million of floating-rate junior subordinated note due 2036.