Business Context and Reporting Period
This Form 8-K, dated December 3, 2021, reports the completion of a merger between Nicolet Bankshares, Inc. ("Nicolet") and County Bancorp, Inc. ("County"). Under the terms of the agreement, County merged into Nicolet, and County's subsidiary, Investors Community Bank, merged into Nicolet's subsidiary, Nicolet National Bank. The transaction was consummated on December 3, 2021.
Key Financial Metrics and Transaction Value
- Total Merger Consideration: Approximately $220 million.
- Cash Component: Approximately $49 million paid to County shareholders.
- Stock Component: Approximately 2.3 million shares of Nicolet common stock issued.
- Valuation Basis: Stock valued at $73.03 per share (Nicolet's closing price on December 2, 2021).
- Exchange Ratio: County shareholders could elect $37.18 in cash or 0.48 shares of Nicolet common stock per share of County stock.
- Proration: 1,237,000 shares of County stock were exchanged for cash, with the remainder exchanged for Nicolet stock.
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the combined entity within the text of this report; these are referenced in attached exhibits.
Material Changes and Governance
Effective immediately upon the consummation of the merger, the Nicolet Board of Directors increased its size by one member. Lynn D. Davis, a former member of the County board of directors, was appointed to fill the vacancy. Similarly, the Board of Directors of Nicolet National Bank increased its size by one member, appointing Dr. Davis to the bank board.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future outlook, or specific risk factors beyond the standard incorporation of the Merger Agreement by reference. The text notes that the summary of the Merger Agreement is qualified in its entirety by the complete text included as Exhibit 2.1.
Investor Verification Checklist
- Review Exhibit 2.1 (Agreement and Plan of Merger) for detailed terms and conditions.
- Examine Exhibit 99.2 and 99.3 for the audited and unaudited financial statements of County Bancorp, Inc.
- Consult Exhibit 99.4 for unaudited pro forma condensed combined financial information for the year ended December 31, 2020, and the nine months ended September 30, 2021.
- Verify the press release attached as Exhibit 99.1 for additional public announcements regarding the merger completion.