Attached files
| file | filename |
|---|---|
| EX-99.2 - FIRST FINANCIAL BANCORP /OH/ | v168246_ex99-2.htm |
| EX-23.1 - FIRST FINANCIAL BANCORP /OH/ | v168246_ex23-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): September 18,
2009
FIRST
FINANCIAL BANCORP.
(Exact
name of registrant as specified in its charter)
|
Ohio
(State
or other jurisdiction
of
incorporation)
|
0-12379
(Commission
File
Number)
|
31-1042001
(IRS
Employer
Identification
No.)
|
|
4000
Smith Road
Cincinnati,
Ohio
(Address
of principal executive
offices)
|
45209
(Zip
Code)
|
Registrant’s
telephone number, including area code: (513) 979-5837
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Explanatory
Note
On
September 23, 2009, First Financial Bancorp. (the Company or First Financial)
filed a Current Report on Form 8-K (the Original Report) to report that its
wholly-owned subsidiary, First Financial Bank, N.A. (the Bank) had entered into
separate purchase and assumption agreements on September 18, 2009 (collectively,
the Agreements) with the Federal Deposit Insurance Corporation (FDIC) and the
FDIC as receiver, pursuant to which the Bank acquired certain assets and assumed
substantially all of the deposits and certain liabilities of Irwin Union Bank
and Trust Company, an Indiana state-chartered bank headquartered in Columbus,
Indiana (Irwin Union Bank) and Irwin Union Bank, F.S.B., a federally chartered
savings association headquartered in Louisville, Kentucky (Irwin FSB). Irwin
Union Bank and Irwin FSB are collectively referred to herein as “Irwin.” In
connection with the Irwin acquisition, the Bank did not acquire any loans which
were considered to be non-performing as of March 31, 2009, the measurement date
established by the FDIC. The final carrying values of acquired loans and the
final list of the assets acquired and liabilities assumed remains subject to
finalization and revision by the FDIC and the Bank.
The Irwin
Agreements are collectively referred to herein as the “Acquisition Agreements.”
The Irwin acquisition is collectively referred to herein as the
“Acquisition.”
This
Current Report on Form 8-K/A (the Amendment) amends and supplements the
disclosure provided in Items 2.01 and 9.01 of the Original Report. Except as
otherwise provided herein, the other disclosures made in the Original Report
remain unchanged. All financial and other numeric measures of Irwin as described
below were based upon information as of September 30, 2009 and may be subject to
change.
Statements
made in this Amendment, other than those concerning historical financial
information, may be considered forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 and are subject to risks
and uncertainties. These forward-looking statements include, without limitation,
statements regarding the Company’s expectations concerning its financial
condition, operating results, cash flows, liquidity and capital resources. A
discussion of risks, uncertainties and other factors that could cause actual
results to differ materially from management’s expectations is set forth under
the captions “Forward-Looking Statements”, “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2008 and in
the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31,
2009, June 30, 2009 and September 30, 2009.
Item
2.01 Completion of Acquisition or Disposition of Assets
The
following discussion of assets acquired and liabilities assumed are presented at
estimated fair value on the date of the Agreement. The fair values of the assets
acquired and liabilities assumed were determined as described in Note 3 to the
Company’s Audited Statement of Assets Acquired and Liabilities Assumed, dated as
of September 18, 2009 for the Irwin Agreements (collectively, the acquisition
date), and the accompanying notes thereto, which is attached hereto as Exhibit
99.2 and incorporated herein by reference (the Audited Statement). These fair
value estimates are based on the information available, and are subject to
change for up to one year after the closing date of the acquisition as
additional information relative to closing date fair values becomes available.
The Bank and the FDIC are engaged in on-going discussions that may impact which
assets and liabilities are ultimately acquired or assumed by the Bank and/or the
purchase price. In addition, the tax treatment of FDIC assisted acquisitions is
complex and subject to interpretations that may result in future adjustments of
deferred taxes as of the acquisition date. The disclosure set forth in this Item
2.01 reflects the status of these items to the best of management’s knowledge as
of December 4, 2009.
The Irwin
acquisition consisted of assets with a fair value of approximately $3.3 billion,
including $1.8 billion of loans, $70.3 million of investment securities, $158.8
million of cash and cash equivalents, $248.4 million related to the FDIC’s
indemnification of the Bank against certain future losses described below and
$81.1 million of other assets. The Bank
received cash of $932.8 million from the FDIC for the assumption of the net
liability from the FDIC. Liabilities
with a fair value of approximately $2.9 billion were assumed, including $2.5
billion of deposits, $355.1 million of FHLB advances, and $32.6 million of other
liabilities. The Bank recorded $3.1 million in core deposit intangibles and
recognized a pre-tax, bargain purchase gain of $383.3 million resulting in an
after-tax gain of $241.0 million.
The Bank
also entered into loss sharing agreements with the FDIC that collectively cover
approximately $2.2 billion of assets which include single family residential
mortgage loans, commercial real estate and commercial and industrial loans and
other commercial assets. Pursuant to the terms of the loss sharing agreements,
the FDIC’s obligation to reimburse the Bank for losses with respect to covered
assets begins with the first dollar of loss incurred. The FDIC will reimburse
the Bank for 80% of losses of up to (a) $526.0 million with respect to covered
assets of Irwin Union Bank and (b) $110.0 million with respect to covered assets
of Irwin FSB. The FDIC will reimburse the Bank for 95% of losses in excess of
these amounts. The Bank will reimburse the FDIC for its share of recoveries with
respect to losses for which the FDIC paid the Bank a reimbursement under the
loss sharing agreements. Certain other assets of Irwin were acquired by the Bank
that are not covered by loss sharing agreements with the FDIC. These assets
include marketable securities purchased at fair market value and other tangible
assets.
The
following table summarizes the assets covered by the loss sharing agreements,
the amount covered by the FDIC and the estimated fair values:
|
September 18, 2009
|
||||||||
|
(dollars in millions)
|
||||||||
|
Amount Covered
|
Fair Value
|
|||||||
|
Assets
subject to stated threshold:
|
||||||||
|
Loans
|
$ | 2,237.2 | $ | 1,775.0 | ||||
The loss
sharing agreements applicable to single family residential mortgage loans
provides for FDIC loss sharing and Bank reimbursement to the FDIC for recoveries
for ten years. The loss sharing agreement applicable to commercial loans and
other covered assets provides for FDIC loss sharing for five years and Bank
reimbursement to the FDIC for a total of eight years for
recoveries.
The loss
sharing agreements are subject to certain servicing procedures as specified in
an agreement with the FDIC. The fair value of the loss sharing agreements was
recorded as an indemnification asset at an estimated fair value of $248.4
million on the Acquisition date.
The
foregoing summary of the Agreements, as thereby amended, including the loss
sharing agreements, is not complete and is qualified in its entirety by
reference to the full text of the Agreements, as thereby amended, and certain
other exhibits attached to this Amendment, which are incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Businesses Acquired
Discussion
As set
forth in Item 2.01 above, on September 18, 2009, the Bank acquired certain
assets and assumed substantially all of the deposits and certain liabilities of
Irwin pursuant to the Agreements. A narrative description of the anticipated
effects of the Acquisition on the Company’s financial condition, liquidity,
capital resources and operating results is presented below. This discussion
should be read in conjunction with the historical financial statements and the
related notes of the Company, which have been filed with the Securities and
Exchange Commission (the Commission) and the Audited Statement, which is
attached hereto as Exhibit 99.2.
The
Acquisition increased the Company’s total assets and total deposits by
approximately 86.4% and 89.5%, respectively, as compared with balances at June
30, 2009, and is expected to positively affect the Company’s operating results,
to the extent the Company earns more from interest earned on its assets than it
pays in interest on deposits and other borrowings. The ability of the Company to
successfully collect interest and principal on loans acquired and collect
reimbursement from the FDIC on the related indemnification asset will also
impact cash flows and operating results.
The
Company estimated the acquisition-date fair value of the acquired assets and
assumed liabilities in accordance with Financial Accounting Standards Board
(FASB) Accounting Standards Codification (ASC) Topic 805, Business
Combinations (ASC
Topic 805) and ASC Topic 820, Fair Value Measurements. However, the amount that
the Company realizes on these assets could differ materially from the carrying
value reflected in the attached Audited Statement primarily as a result of
changes in the timing and amount of collections on the acquired loans in future
periods. Because of the loss sharing agreements with the FDIC on these assets,
as described in Item 2.01 above, the Company does not expect to incur
significant losses. To the extent the actual values realized for the acquired
loans differ from the estimated amounts, the indemnification asset will
generally be impacted in an offsetting manner due to the loss sharing support
from the FDIC.
Financial
Condition
In the
Acquisition, the Bank purchased $1.8 billion of loans at fair value, net of a
$462.1 million estimated discount to the outstanding principal balance,
representing approximately 36.4% of the Company’s total loans and leases (net of
the allowance for loan and lease losses) at September 30, 2009. The Bank
acquired $158.8 million in cash and cash equivalents, excluding cash paid by the
FDIC in conjunction with the acquisition, and $70.3 million in securities at
fair value.
The
following table presents information with respect to the fair value of certain
acquired earning assets and loans, as well as their book balance at acquisition
date, contractual term and average effective yield.
Schedule
of Earning Assets Acquired
(dollars
in millions)
|
|
September
18, 2009
|
|||||||||||||||
|
Earning
Assets
|
Book
Balance
|
Fair
Value
|
Average
Months
to
Maturity
|
Effective
Interest
Rate
|
||||||||||||
|
Interest
bearing deposits in other banks, the Federal Reserve and federal
funds sold
|
$ | 133.2 | $ | 133.2 | - | 0.24 | % | |||||||||
|
Investment
securities
|
65.6 | (1) | 65.6 | (1) | 19.8 | 3.04 | % | |||||||||
|
Loans
|
||||||||||||||||
|
Single
family residential real estate and HELOCs
|
204.4 | 142.0 | 48.2 | 6.25 | % | |||||||||||
|
Commercial
real estate
|
1,304.9 | 1,005.1 | 57.9 | 9.45 | % | |||||||||||
|
Real
estate construction and land
|
72.1 | 49.5 | 12.8 | 10.01 | % | |||||||||||
|
Installment
and consumer
|
20.3 | 19.4 | 11.3 | 10.00 | % | |||||||||||
|
Commercial
and industrial
|
635.5 | 559.0 | 27.9 | 9.50 | % | |||||||||||
|
Total
loans
|
2,237.2 | 1,775.0 | ||||||||||||||
|
Total
earning assets
|
$ | 2,436.0 | $ | 1,973.8 | ||||||||||||
(1)
Excludes $4.7 million of FRB stock that was mandatorily redeemed on October 1,
2009.
The
following table reflects the scheduled maturities of the acquired
loans:
September
18, 2009
(dollars
in millions)
|
Single family
residential real
estate and
HELOCs
|
Commercial
Real Estate
|
Real Estate
Construction
and Land
|
Installment and
Consumer
|
Commercial
and Industrial
|
Total
|
|||||||||||||||||||
|
Contractual
maturities:
|
||||||||||||||||||||||||
|
1
year or less (1)
|
$ | 6.7 | $ | 228.7 | $ | 33.8 | $ | 11.3 | $ | 224.5 | $ | 505.0 | ||||||||||||
|
1-5
years
|
7.7 | 391.2 | 14.9 | 8.1 | 287.5 | 709.4 | ||||||||||||||||||
|
After
5 years
|
127.6 | 385.2 | 0.8 | - | 47.0 | 560.6 | ||||||||||||||||||
|
Total
|
$ | 142.0 | $ | 1,005.1 | $ | 49.5 | $ | 19.4 | $ | 559.0 | $ | 1,775.0 | ||||||||||||
|
Rate
sensitivity:
|
||||||||||||||||||||||||
|
Fixed
|
$ | 61.4 | $ | 522.6 | $ | 12.3 | $ | 8.8 | $ | 348.9 | $ | 954.0 | ||||||||||||
|
Variable
|
80.6 | 482.5 | 37.2 | 10.6 | 210.1 | 821.0 | ||||||||||||||||||
|
Total
|
$ | 142.0 | $ | 1,005.1 | $ | 49.5 | $ | 19.4 | $ | 559.0 | $ | 1,775.0 | ||||||||||||
(1) Includes
loans due on demand
In the
Acquisition, the Bank assumed $2.5 billion in deposits at estimated fair value.
This amount represents approximately 42.8% of the Bank’s total deposits of $5.8
billion at September 30, 2009. Demand and savings deposit accounts make up $1.1
billion of these assumed deposits. The Bank also assumed $355.1 million in FHLB
advances, at estimated fair value.
In its
assumption of the deposit liabilities, the Bank believed that the customer
relationships associated with these deposits have intangible value. The Bank
applied ASC Topic 805, which prescribes the accounting for goodwill and other
intangible assets such as core deposit intangibles, in a business combination.
The Bank determined the estimated fair value of the core deposit intangible
asset totaled $3.1 million, which will be amortized utilizing an accelerated
amortization method over an estimated economic life not to exceed 10 years.
In determining the valuation amount, deposits were analyzed based on factors
such as type of deposit, deposit retention, interest rates, age of deposit
relationships, and the maturities of time deposits.
Future
amortization of this core deposit intangible asset over the estimated life will
decrease results of operations, net of any potential tax effect. Since
amortization is a noncash item, it will have no effect upon future liquidity and
cash flows. For the calculation of regulatory capital, this core deposit
intangible asset is disallowed and is a reduction to equity capital. The Company
expects that disallowing this intangible asset should not materially adversely
affect the Company’s or the Bank’s regulatory capital ratios.
The core
deposit intangible asset is subject to significant estimates by management of
the Company related to the value and the life of the asset. These estimates
could change over time. The Company will review the valuation of this
asset periodically to ensure that no impairment has occurred. If any impairment
is subsequently determined, the Company will record the impairment as an expense
in its consolidated statement of operations.
Nonperforming
Loans
The FDIC
utilized a modified structure in the Acquisition where most, but not all,
nonperforming loans were retained by the FDIC at closing. The FDIC determined a
measurement date whereby the stated loss threshold was established, as well as
the cut-off date for determining the nonperforming loans that the FDIC would
assume. A summary of nonperforming assets covered by the loss sharing agreements
at September 30, 2009 follows:
|
Covered
|
||||
|
Nonperforming Assets
|
||||
|
September 30, 2009
|
||||
|
(dollars in millions)
|
||||
|
Total
nonaccrual loans
|
$ | 23.0 | ||
|
Loans
90 days or more past due and still accruing
|
114.8 | |||
|
Total
covered nonperforming loans
|
$ | 137.8 | ||
Operating
Results and Cash Flows
The
Company’s management has from time to time become aware of acquisition
opportunities and has performed various levels of review related to potential
acquisitions in the past. This Acquisition was attractive to the Company for a
variety of reasons, including the:
|
·
|
attractiveness
in the pricing of the acquired loan portfolios including the
indemnification assets;
|
|
·
|
ability
to increase the Company’s market share in Ohio, Indiana, Kentucky and
Michigan;
|
|
·
|
attractiveness
of immediate low cost core deposit funds given that over the past several
years, organic core deposit growth has been exceptionally difficult as
financial institutions compete for deposits;
and
|
|
·
|
opportunities
to enhance income and efficiency due to duplications of effort and
decentralized processes as the Company expects to enhance income by
centralizing some duties and removing duplications of
effort.
|
Based on
these and other factors, including the level of FDIC support related to the
acquired loans, and other real estate, the Company believes that the Acquisition
will have an immediate positive impact on its earnings.
The Irwin
transaction had an immediate accretive impact to the Company’s financial results
as it recognized a day 1 pre-tax gain upon acquisition of $383.3 million. The
transaction resulted in an after-tax gain of $241.0 million. Based on September
30, 2009 information, excluding post-acquisition balance sheet changes, total
assets acquired make up 45.0%, or $3.3 billion, of First Financial’s total
assets of $7.3 billion, and total deposits assumed make up 42.8%, or $2.5
billion, of First Financial’s total deposits of $5.8 billion. The Company
believes that the transaction will improve the Bank’s net interest income, as
the Bank earns more from interest earned on its loans and investments than it
pays in interest on deposits and borrowings.
The
extent to which the Bank’s operating results may be adversely affected by the
acquired loans is largely offset by the loss sharing agreements and the related
discounts reflected in the estimated fair value of these assets at the
acquisition date. In accordance with the provisions of ASC Topic 310-30, the
fair values of the acquired loans reflect an estimate of expected credit losses
related to these assets. As a result, the Company’s operating results would only
be adversely affected by loan losses to the extent that such losses exceed the
expected credit losses reflected in the fair value of these assets at the
acquisition date. In addition, to the extent that the stated interest rate on
acquired loans was not considered a market rate of interest at the acquisition
date, appropriate adjustments to the acquisition-date fair value were recorded.
These adjustments mitigate the risk associated with the acquisition of loans
earning a below-market rate of return.
ASC Topic
310-30 applies to a loan with evidence of deterioration of credit quality since
origination, for which it is probable, at acquisition, that the investor will be
unable to collect all contractually required payments receivable. ASC Topic
310-30 prohibits carrying over or creating an allowance for loan losses upon
initial recognition for loans that fall under its scope. As of the date of the
Agreement, the preliminary estimate of the contractual principal and interest
payments for all acquired impaired loans, and non-impaired loans the Bank
elected to account for under ASC Topic 310-30, was $2.6 billion and the
estimated fair value of the loans was $1.7 billion, net of an accretable yield
of $455.4 million. These amounts were determined based upon the estimated
remaining life of the underlying loans, which include the effects of estimated
prepayments, expected credit losses and market liquidity and interest
rates.
Additionally,
the Bank acquired $98.5 million of loans with revolving privileges which were
determined to be outside the scope of ASC Topic 310-30 and other consumer loans
which the Company elected to treat under the cost recovery method as expected
cash flows could not be reasonably estimated.The loss sharing agreements will
likely have a material impact on the cash flows and operating results of First
Financial in both the short-term and the long-term. In the short-term, as stated
above, it is likely that there will be a significant amount of the covered
assets that will experience deterioration in payment performance or will be
determined to have inadequate collateral values to repay the loans. In such
instances, the Company will likely no longer receive payments from the
borrowers, which will impact cash flows. The loss sharing agreements will not
fully offset the financial effects of such a situation. However, if a loan is
subsequently charged off or charged down after the Company exhausts its best
efforts at collection, the loss sharing agreements will cover a substantial
portion of the loss associated with the covered assets.
The
long-term effects that the Company may experience will depend primarily on the
ability of the borrowers under the various loans covered by the loss sharing
agreements to make payments over time. As the loss sharing agreements cover up
to a 10-year period (5 years for commercial loans and other assets), changing
economic conditions will likely impact the timing of future charge-offs and the
resulting reimbursements from the FDIC. The Company believes that any recapture
of interest income and recognition of cash flows from the borrowers or received
from the FDIC (as part of the FDIC indemnification asset) may be recognized
unevenly over this period, as the Company exhausts its collection efforts under
its normal practices. In addition, the Company recorded substantial discounts
related to the purchase of these covered assets. A portion of these discounts
will be accretable to income over the economic life of the loans and will be
dependent upon the timing and success of the Company’s collection efforts on the
covered assets.
Liquidity
and Capital Resources
The
transaction significantly enhanced the liquidity position of the Bank. The
Company acquired $158.8 million in cash and cash equivalents, excluding cash
paid by the FDIC to consummate the acquisition, as well as $70.3 million of
investment securities. The acquired securities provide monthly cash flows in the
form of principal and interest payments. These additions to the Company’s
balance sheet represent additional support for the Company’s liquidity needs. In
addition, the Company received $932.8 million in cash from the FDIC to
compensate for the liabilities assumed in excess of assets
acquired.
Deposits
in the amount of $2.5 billion were also assumed. Of this amount, 12.0%, or
$300.9 million, were in the form of highly liquid transaction accounts.
Certificates of deposit and other time deposits comprised 55.1%, or $1.4
billion, of total deposits.
As
permitted by the FDIC, the Bank had the option to reprice the acquired deposit
portfolios to current market rates within seven days of the acquisition date. In
addition, depositors had the option to withdraw funds without penalty. The Bank
chose to reprice approximately $843.2 million in deposits comprised of all
assumed brokered deposits as well as all time deposits of Irwin FSB. Through
November 30, 2009, approximately 55% of the repriced deposit accounts had been
redeemed without penalty.
At
September 30, 2009, the Bank was considered “well-capitalized” based on a
calculation of relevant regulatory ratios. The transactions increased the Bank’s
capital ratios, and the Bank remains “well-capitalized” after taking into
consideration the results of the transaction. The Bank had the following capital
ratios at September 30, 2009 and June 30, 2009.
|
September 30, 2009
|
June 30, 2009
|
|||||||
|
Tier
1 Ratio
|
15.93 | % | 9.97 | % | ||||
|
Total
Capital Ratio
|
14.49 | % | 11.46 | % | ||||
|
Leverage
Ratio
|
13.05 | % | 8.11 | % | ||||
Financial
Statements
Attached
hereto as Exhibit 99.2 and incorporated by reference into this Item 9.01(a) is
an Audited Statement of Assets Acquired and Liabilities Assumed by First
Financial Bank, N.A. (a wholly owned subsidiary of First Financial Bancorp.)
related to its acquisition of Irwin at September 18, 2009 and the accompanying
notes thereto.
Report of
Independent Registered Public Accounting Firm
Statement
of Assets Acquired and Liabilities Assumed at September 18, 2009
Notes to
Statement of Assets Acquired and Liabilities Assumed
The
Company has omitted certain financial information of Irwin required by Rule 3-05
of Regulation S-X and the related pro forma financial information under Article
11 of Regulation S-X in accordance with a request for relief submitted to the
Commission in accordance with the guidance provided in Staff Accounting Bulletin
1:K, Financial Statements of Acquired Troubled Financial Institutions
(“SAB:1K”). SAB 1:K provides relief from the requirements of Rule
3-05 in certain instances, such as the transaction, where a registrant engages
in an acquisition of a significant amount of assets of a troubled financial
institution that involves pervasive federal assistance and audited financial
statements of the troubled financial institution that are not reasonably
available.
(d)
Exhibits
|
2.1
|
Purchase
and Assumption Agreement Modified Whole Bank All Deposits, among the
Federal Deposit Insurance Corporation, receiver of Irwin Union Bank and
Trust Company, Columbus, Indiana, the Federal Deposit Insurance
Corporation and First Financial, dated as of September 18, 2009 (filed as
Exhibit 2.1 to the Form 8-K on September 23, 2009, and incorporated herein
by reference).
|
|
2.2
|
Purchase
and Assumption Agreement Modified Whole Bank All Deposits, among the
Federal Deposit Insurance Corporation, receiver of Irwin Union Bank,
F.S.B., Louisville, Kentucky, the Federal Deposit Insurance Corporation
and First Financial, dated as of September 18, 2009 (filed as Exhibit 2.2
to the Form 8-K on September 23, 2009, and incorporated herein by
reference).
|
|
2.3
|
Amendment
1 to Purchase and Assumption Agreement Modified Whole Bank All Deposits,
among the Federal Deposit Insurance Corporation, receiver of Irwin Union
Bank and Trust Company, Columbus, Indiana, the Federal Deposit Insurance
Corporation and First Financial, dated as of September 18, 2009 (filed as
Exhibit 2.3 to the Form 8-K on September 23, 2009, and incorporated herein
by reference).
|
|
2.4
|
Amendment
2 to Purchase and Assumption Agreement Modified Whole Bank All Deposits,
among the Federal Deposit Insurance Corporation, receiver of Irwin Union
Bank and Trust Company, Columbus, Indiana, the Federal Deposit Insurance
Corporation and First Financial, dated as of September 18, 2009 (filed as
Exhibit 2.1 to the Form 8-K on November 6, 2009, and incorporated herein
by reference).
|
|
23.1
|
Consent
of Ernst & Young LLP, Independent Registered Public Accounting
Firm.
|
|
99.2
|
Report
of Independent Registered Public Accounting Firm
Statement
of Assets Acquired and Liabilities Assumed at September 18,
2009
Notes
to Statement of Assets Acquired and Liabilities
Assumed
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
FIRST
FINANCIAL BANCORP.
|
|||
|
Date:
December 4,
2009
|
By:
|
/S/ J. Franklin
Hall
|
|
| J. Franklin Hall | |||
| Executive Vice President and Chief Financial Officer | |||
|
Form
8-K
|
First
Financial Bancorp.
|
Exhibit
Index
|
Exhibit
No.
|
Description
|
|
|
2.1
|
Purchase
and Assumption Agreement Modified Whole Bank All Deposits, among the
Federal Deposit Insurance Corporation, receiver of Irwin Union Bank and
Trust Company, Columbus, Indiana, the Federal Deposit Insurance
Corporation and First Financial, dated as of September 18, 2009 (filed as
Exhibit 2.1 to the Form 8-K on September 23, 2009, and incorporated herein
by reference).
|
|
|
2.2
|
Purchase
and Assumption Agreement Modified Whole Bank All Deposits, among the
Federal Deposit Insurance Corporation, receiver of Irwin Union Bank,
F.S.B., Louisville, Kentucky, the Federal Deposit Insurance Corporation
and First Financial, dated as of September 18, 2009 (filed as Exhibit 2.2
to the Form 8-K on September 23, 2009, and incorporated herein by
reference).
|
|
|
2.3
|
Amendment
1 to Purchase and Assumption Agreement Modified Whole Bank All Deposits,
among the Federal Deposit Insurance Corporation, receiver of Irwin Union
Bank and Trust Company, Columbus, Indiana, the Federal Deposit Insurance
Corporation and First Financial, dated as of September 18, 2009 (filed as
Exhibit 2.3 to the Form 8-K on September 23, 2009, and incorporated herein
by reference).
|
|
|
2.4
|
Amendment
2 to Purchase and Assumption Agreement Modified Whole Bank All Deposits,
among the Federal Deposit Insurance Corporation, receiver of Irwin Union
Bank and Trust Company, Columbus, Indiana, the Federal Deposit Insurance
Corporation and First Financial, dated as of September 18, 2009 (filed as
Exhibit 2.1 to the Form 8-K on November 6, 2009, and incorporated herein
by reference).
|
|
|
23.1
|
Consent
of Ernst & Young LLP, Independent Registered Public Accounting
Firm.
|
|
|
99.2
|
Report
of Independent Registered Public Accounting Firm
Statement
of Assets Acquired and Liabilities Assumed at September 18,
2009
Notes
to Statement of Assets Acquired and Liabilities
Assumed
|