Business Context and Reporting Period
This Form 8-K, dated April 12, 2021, reports that Nicolet Bankshares, Inc. ("Nicolet") has entered into a definitive Agreement and Plan of Merger with Mackinac Financial Corporation ("Mackinac"). Under the agreement, Mackinac will merge with and into Nicolet, with Mackinac's subsidiary, mBank, merging into Nicolet National Bank. The transaction was unanimously approved by the boards of directors of both companies.
Key Financial Metrics and Transaction Terms
This filing does not contain historical financial statements, revenue, profit, or cash flow data for either company. The primary financial metric disclosed relates to the merger consideration:
- Consideration per Share: Mackinac shareholders will receive 0.22 shares of Nicolet common stock and $4.64 in cash for each share of Mackinac common stock.
- Consideration Mix: The total consideration is approximately 80% stock and 20% cash.
Material Changes and Outlook
The material change is the initiation of the merger process. The transaction is expected to close in the third quarter of 2021, subject to customary closing conditions including:
- Approval by shareholders of both Nicolet and Mackinac.
- Receipt of all requisite regulatory approvals.
- Receipt of a tax opinion confirming the merger qualifies as a tax-free reorganization.
Upon consummation, mBank branches are expected to operate under the Nicolet National Bank brand. A joint proxy statement/prospectus on Form S-4 will be filed with the SEC.
Risks and Contingencies
Management has identified several risks that could cause actual results to differ from expectations, including:
- Failure to obtain shareholder or regulatory approvals.
- Integration delays or costs exceeding expectations.
- Dilution from the issuance of additional Nicolet shares.
- Diversion of management attention from ongoing operations.
- Impact of the COVID-19 pandemic on the global economy and financial markets.
- Changes in tax legislation affecting the accounting for the merger.
Investor Verification Checklist
- Verify the final terms of the merger in the upcoming Form S-4 proxy statement/prospectus.
- Confirm the status of regulatory approvals required for the closing.
- Review the full text of the Merger Agreement (Exhibit 2.1) for detailed representations and warranties.
- Monitor shareholder voting results for both companies.
- Assess the potential dilution impact on existing Nicolet shareholders based on the 0.22 share exchange ratio.