Business Context and Reporting Period
Company: Old Second Bancorp, Inc. (OSBC)
Filing Type: Form 8-K (Current Report)
Date of Report: July 1, 2025
Event: Completion of the previously announced merger with Bancorp Financial, Inc. ("Bancorp Financial").
On July 1, 2025, Bancorp Financial merged with and into Old Second Bancorp, Inc., with Old Second surviving. Simultaneously, Evergreen Bank Group (a subsidiary of Bancorp Financial) merged with and into Old Second National Bank, with the Bank surviving.
Key Financial Metrics and Transaction Terms
This filing details the transaction structure rather than standalone financial performance metrics for the period. Key financial terms of the merger include:
- Consideration: Bancorp Financial stockholders received 2.5814 shares of Old Second common stock and $15.93 in cash for each share of Bancorp Financial common stock held.
- Fractional Shares: Cash was paid in lieu of fractional shares.
- Existing Shares: Outstanding shares of Old Second common stock remained unaffected.
- Financial Statements: Audited consolidated financial statements for Bancorp Financial (years ended Dec 31, 2024 and 2023) and unaudited pro forma combined financial information (as of Dec 31, 2024) are incorporated by reference in Exhibits 99.2 and 99.3. Specific revenue, profit, or debt figures for the combined entity are not listed in the text of this 8-K.
Material Changes
The primary material change is the consolidation of Bancorp Financial into Old Second Bancorp, Inc. Additionally, the Board of Directors and the Bank's Board of Directors were expanded:
- Old Second Board: Increased by one member; Darin Campbell appointed as a Class I director.
- Bank Board: Increased by two members; Darin Campbell and Jill Voss appointed.
Management Commentary, Risks, and Unusual Items
Executive Compensation and Retention:
Darin Campbell was appointed Executive Vice President of Old Second and President of National Specialty Lending, FreedomRoad Financial, and Performance Finance. His compensation package includes:
- Base Salary: $550,000 annually.
- Target Bonus: 50% of base salary.
- Equity Grants: Target value of 30% of base salary.
- Benefits: $1,000 monthly car allowance; up to $36,000 annual reimbursement for country club dues.
- Severance (Standard): 1x base salary + prorated bonus + 12 months COBRA upon qualifying termination.
- Severance (Change in Control): Under the Compensation and Benefits Assurance Agreement (CBAA), benefits include 2x (base salary + average of prior 3 years' bonuses), immediate 100% vesting of equity, 24 months health coverage, and up to $20,000 in outplacement services.
Risks and Contingencies:
The filing notes customary restrictive covenants (non-compete, non-solicitation) applicable for 12 months post-employment. The pro forma financial information for the six months ended June 30, 2025, is scheduled to be filed within 71 days of this report.
Investor Verification Checklist
- Review Exhibit 99.2 for the audited financial statements of Bancorp Financial to assess the acquired entity's historical performance.
- Review Exhibit 99.3 for the unaudited pro forma combined financial information as of December 31, 2024.
- Monitor the upcoming filing (within 71 days) for pro forma financial data as of June 30, 2025.
- Verify the total cash outlay for the merger by calculating the number of Bancorp Financial shares outstanding multiplied by $15.93.
- Review the full text of the Employment Agreement (Exhibit 10.1) and CBAA (Exhibit 10.2) for detailed severance triggers and conditions.