Business Context and Reporting Period
This Form 8-K, dated April 28, 2017, reports the completion of a merger between Nicolet Bankshares, Inc. ("Nicolet") and First Menasha Bancshares, Inc. ("First Menasha"). First Menasha merged into Nicolet, and First Menasha's subsidiary, The First National Bank - Fox Valley, merged into Nicolet's subsidiary, Nicolet National Bank. The transaction was consummated on April 28, 2017.
Key Financial Metrics and Transaction Terms
- Consideration per Share: First Menasha shareholders could elect $131.50 in cash or a fixed exchange ratio of Nicolet common stock.
- Adjusted Exchange Ratio: Due to Nicolet's stock price ($47.52) exceeding the $43.55 threshold, the exchange ratio was adjusted to 3.126 shares of Nicolet common stock per First Menasha share.
- Proration: Stock elections were oversubscribed and prorated. Cash elections were constrained between 146,800 and 234,900 shares of First Menasha stock.
- Expected Issuance: Nicolet expects to issue approximately 1.31 million shares of its common stock.
- Cash Payment: Nicolet expects to pay approximately $19.3 million in cash to former First Menasha shareholders.
- Restricted Stock: Outstanding First Menasha restricted stock awards were cancelled for a cash payment equal to the number of shares times $131.50.
Material Changes
The primary material change is the consolidation of First Menasha into Nicolet, resulting in an increase in Nicolet's share count and cash outflow. The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity metrics for the combined entity or the prior period, as this is a transaction announcement rather than a periodic financial report.
Guidance, Outlook, and Governance Changes
- Board Composition: Effective immediately upon consummation, the Nicolet Board of Directors increased in size by two members. Dustin J. McClone and Oliver "Pierce" Smith, former First Menasha directors, were elected to fill the vacancies.
- Bank Board: Similarly, the Bank Board of Directors increased by two members, electing the same two individuals.
- Financial Statements: Required pro forma financial information will be filed by amendment no later than July 14, 2017.
Investor Verification Checklist
- Verify the final allocation of cash versus stock consideration once the proration is finalized.
- Review the pro forma financial statements expected to be filed by July 14, 2017, for impact on liquidity and capital ratios.
- Confirm the exact number of new shares issued and the total cash paid upon final settlement.
- Assess the integration plan for The First National Bank - Fox Valley into Nicolet National Bank.