Business Context and Reporting Period
This Form 8-K, dated September 3, 2021, reports the completion of a merger between Nicolet Bankshares, Inc. ("Nicolet") and Mackinac Financial Corporation ("Mackinac"). At closing, Mackinac merged into Nicolet, and Mackinac's subsidiary, mBank, merged into Nicolet's subsidiary, Nicolet National Bank. The transaction was finalized on September 3, 2021.
Key Financial Metrics and Transaction Value
- Total Merger Consideration: Approximately $230 million.
- Stock Component: Approximately 2.3 million shares of Nicolet common stock issued, valued at $76.74 per share (based on the September 2, 2021 closing price).
- Cash Component: Approximately $50 million paid in cash.
- Exchange Ratio: Each share of Mackinac common stock was converted into the right to receive 0.22 shares of Nicolet common stock and $4.64 in cash (approximating an 80% stock and 20% cash split).
- Financial Statements: The filing incorporates by reference Mackinac's audited financial statements for the year ended December 31, 2020, and unaudited statements for the six months ended June 30, 2021. Specific revenue, profit, or cash flow figures for the combined entity are not detailed in the text of this filing but are referenced in attached exhibits.
Material Changes and Operational Updates
- Board Composition: The Nicolet Board of Directors increased in size by one member, appointing Paul D. Tobias (a former Mackinac director) effective immediately upon closing. The Bank Board of Directors also increased in size by one member with the same appointment.
- Branch Consolidation: Following the merger, the Company announced plans to consolidate or close fifteen branch locations.
- Asset Disposition: The Bank agreed to sell its Birmingham, Michigan branch to Bank of Ann Arbor.
Guidance, Outlook, and Risks
The filing does not provide specific forward-looking guidance, earnings outlook, or management commentary regarding future financial performance beyond the immediate operational changes. The primary risks and contingencies noted relate to the integration of the two entities, including the execution of branch closures and the sale of the Birmingham, Michigan location. The filing references the complete Merger Agreement for full terms and conditions.
Investor Verification Checklist
- Verify the exact number of shares issued and the final cash payout in the definitive Merger Agreement (Exhibit 2.1).
- Review the unaudited pro forma condensed combined financial information (Exhibit 99.4) to assess the combined entity's financial position.
- Confirm the timeline and regulatory approvals for the planned closure of fifteen branches and the sale of the Birmingham, Michigan branch.
- Examine the audited financial statements of Mackinac (Exhibit 99.2) to understand the acquired assets and liabilities.