Mergers & Acquisitions

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Deal Overview

Buyer:
First Financial Bancorp.
Actual Acquirer:
First Financial Bank, National Association
Target:
Insight Bank
Deal Type:
Bank & Thrift Company
Agreement Date:
12/19/2013
Announcement Date:
12/20/2013
Announced Deal Value ($ M):
36.62
Status:
Completed
Completion Date:
8/7/2014
Announced Deal Value Per Share ($ )
20.50

Consideration Breakout
Cash ($M) 6.7
Common Stock ($M) 26.7
Common Stock Issued 1,928,715

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 166.0 175.7
Price / Tangible Book (%) 166.0 175.7
Price / Earnings (x) 20.9 35.5
Price / Deposits (%) 22.14 20.32
Price / Assets (%) 18.29 14.67
Tangible Book Premium/ Deposits (%) 20.21 14.60
Deal Terms
Description of Consideration

First Financial Bancorp. paid $20.50 per share in cash and stock for each outstanding shares of Insight Bank, subject to 80% of the consideration being paid in stock. The aggregate merger consideration of $36.6 million also includes approximately $3.2 million of stock options value. In addition, the parties intend to redeem Insight Bank 's $4.25 million of preferred stock issued to the U.S. Department of the Treasury through the Small Business Lending Fund either prior to or immediately following close of the transaction and $10.0 million of FHLB advances. Exchange ratio is based on cap/floor of 115%/85% respectively, calculated on the First Financial Bancorp's average closing price $16.31.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? Market Expansion
Goodwill Generated ($ 000) 16,308
Estimated Cost Savings (%) 30.00
Estimated Cost Savings ($ 000) 1,802
Est. Restructuring Charges ($ 000) 4,500
Maximum Termination Fee ($ 000) 1,831
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) NA
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 1,277
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer No NA
Seller Yes Keefe Bruyette & Woods Inc.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Squire Sanders (US)
Seller Yes Vorys Sater Seymour and Pease