Business Context and Reporting Period
This Form 8-K, dated April 26, 2013, reports the completion of the merger between Nicolet Bankshares, Inc. ("Nicolet") and Mid-Wisconsin Financial Services, Inc. ("Mid-Wisconsin"). The transaction involved the merger of Mid-Wisconsin into Nicolet and the subsequent merger of Mid-Wisconsin Bank into Nicolet National Bank, effective at the close of business on April 26, 2013.
Key Financial Metrics and Transaction Details
- Merger Consideration: Mid-Wisconsin shareholders received 0.3727 shares of Nicolet common stock per share of Mid-Wisconsin stock. Holders of 200 or fewer shares received $6.15 in cash per share. Fractional shares were paid in cash at $16.50 per share.
- Debt Assumption: Nicolet assumed $10,310,000 of Mid-Wisconsin's Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures due 2035 via a First Supplemental Indenture.
- TARP Repayment: Mid-Wisconsin repurchased all outstanding Fixed Rate Cumulative Preferred Stock, Series A and Series B, issued under the TARP Capital Purchase Program, along with accrued dividends.
- Private Placement: Nicolet closed a private placement of 174,016 shares of common stock at $16.50 per share, raising approximately $2.871 million in proceeds.
Material Changes
The primary material change is the consolidation of Mid-Wisconsin into Nicolet, resulting in the elimination of Mid-Wisconsin as a separate legal entity. Nicolet assumed all obligations related to Mid-Wisconsin's debentures. Additionally, the board of directors for both Nicolet and Nicolet National Bank was expanded by two members, electing Kim A. Gowey and Christopher Ghidorzi, former directors of Mid-Wisconsin.
Guidance, Outlook, and Risks
This filing does not contain forward-looking guidance, management commentary on future performance, or specific risk factors beyond the standard disclosure of the merger completion. The filing notes that interim financial statements and pro forma financial information required by Item 9.01 are not included in this report but will be filed by amendment no later than July 12, 2013.
Investor Verification Checklist
- Verify the final exchange ratio of 0.3727 shares of Nicolet stock per Mid-Wisconsin share and the cash-out price of $6.15 for small shareholders.
- Confirm the assumption of the $10.31 million in junior subordinated debentures and the terms of the First Supplemental Indenture.
- Review the upcoming amendment (due by July 12, 2013) for the pro forma condensed consolidated balance sheet and income statement to assess the combined entity's financial position.
- Confirm the successful repayment of TARP preferred stock and the distribution of accrued interest on debentures to trust preferred security holders.