NICOLET BANKSHARES INC - FORM 8-K/A - EX-99.3 - EXHIBIT 99.3

Attached files

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8-K/A - FORM 8-K (AMENDMENT NO. 1) - NICOLET BANKSHARES INC	t76753_8ka.htm
EX-99.4 - EXHIBIT 99.4 - NICOLET BANKSHARES INC	ex99-4.htm

EXHIBIT 99.3

Item 9.01(a) – Financial Statements of Businesses Acquired: Interim Financial Statements

Mid-Wisconsin Financial Services, Inc. and Subsidiary
Consolidated Balance Sheets
(In thousands, except per share data)
	March 31, 2013			December 31, 2012
	(Unaudited)			(Audited)
Assets
Cash and due from banks	$	10,863		$	17,087
Interest-bearing deposits in other financial institutions		15,893			9,644
Federal funds sold and securities purchased under agreements to sell		403			478
Investment securities available-for-sale, at fair value		120,864			118,456
Loans held for sale		1,120			2,042
Loans		291,330			295,622
Less: Allowance for loan losses		(9,245	)		(9,578	)
Loans, net		282,085			286,044
Accrued interest receivable		1,623			1,411
Premises and equipment, net		7,421			7,519
Other investments, at cost		1,613			1,613
Other real estate owned, net		3,936			4,200
Other assets		5,228			5,369
Total assets	$	451,049		$	453,863
Liabilities and Stockholders’ Equity
Noninterest-bearing deposits	$	72,734		$	76,705
Interest-bearing deposits		277,803			277,792
Total deposits		350,537			354,497
Short-term borrowings		15,464			13,439
Long-term borrowings		36,061			36,061
Subordinated debentures		10,310			10,310
Accrued interest payable		795			817
Accrued expenses and other liabilities		2,498			2,926
Total liabilities		415,665			418,050
Stockholders’ equity:
Series A preferred stock - no par value
Authorized - 10,000 shares
Issued and outstanding Series A - 10,000 shares		9,892			9,862
Series B preferred stock - no par value
Authorized - 500 shares
Issued and outstanding Series B - 500 shares		511			514
Common stock - par value $0.10 per share
Authorized - 6,000,000 shares
Issued and outstanding - 1,657,119 shares		166			166
Additional paid-in capital		11,945			11,945
Retained earnings		11,617			11,907
Accumulated other comprehensive income		1,253			1,419
Total stockholders’ equity		35,384			35,813
Total liabilities and stockholders’ equity	$	451,049		$	453,863
The accompanying notes to the unaudited consolidated financial statements are an integral part of these statements.

Mid-Wisconsin Financial Services, Inc. and Subsidiary
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
Interest Income
Loans, including fees	$	3,842		$	4,453
Securities:
Taxable		461			549
Tax-exempt		67			96
Other		17			15
Total interest income		4,387			5,113
Interest Expense
Deposits		431			895
Short-term borrowings		9			35
Long-term borrowings		364			382
Subordinated debentures		45			51
Total interest expense		849			1,363
Net interest income		3,538			3,750
Provision for loan losses		600			750
Net interest income after provision for loan losses		2,938			3,000
Noninterest Income
Service fees		185			189
Trust service fees		276			271
Investment product commissions		47			38
Mortgage banking		113			176
Other		322			311
Total noninterest income		943			985
Noninterest Expense
Salaries and employee benefits		1,800			1,998
Occupancy		404			434
Data processing		510			154
Foreclosure/other real estate owned expense		29			237
Legal and professional fees		276			189
FDIC expense		243			257
Other		636			695
Total noninterest expense		3,898			3,964
Income (loss) before income taxes		(17	)		21
Income tax expense		110			0
Net income (loss)	$	(127	)	$	21
Preferred stock dividends, discount and premium		(163	)		(162	)
Net loss available to common equity	$	(290	)	$	(141	)
Loss per common share:
Basic and diluted	$	(0.18	)	$	(0.09	)
Cash dividends declared per common share	$	0.00		$	0.00
The accompanying notes to the unaudited consolidated financial statements are an integral part of these statements.

Mid-Wisconsin Financial Services, Inc. and Subsidiary
Consolidated Statements of Comprehensive Loss
Three Months Ended March 31, 2013 and 2012
(In thousands)
(Unaudited)

	March 31,
	2013			2012
Net income (loss)	$	(127	)	$	21
Other comprehensive loss, net of tax:
Investment securities available-for-sale:
Net unrealized losses		(275	)		(180	)
Income tax benefit		109			72
Total other comprehensive loss net of tax		(166	)		(108	)
Comprehensive loss	$	(293	)	$	(87	)

The accompanying notes to the unaudited consolidated financial statements are an integral part of these statements.

Mid-Wisconsin Financial Services, Inc. and Subsidiary Consolidated Statements of Changes in Stockholders’ Equity (In thousands, except per share data) (Unaudited)
	Preferred Stock					Common Stock				Additional					Accumulated Other
	Shares		Amount			Shares		Amount		Paid-In Capital		Retained Earnings			Comprehensive Income			Totals
Balance, December 31, 2011		10,500	$	10,271			1,657	$	166	$	11,945	$	15,526		$	1,605		$	39,513
Comprehensive loss:
Net income													21						21
Other comprehensive loss																(108	)		(108	)
Accretion of preferred stock dividend				28									(28	)					0
Amortization of preferred stock premium				(3	)								3						0
Accrued and unpaid dividend- Preferred stock													(136	)					(136	)
Balance, March 31, 2012		10,500	$	10,296			1,657	$	166	$	11,945	$	15,386		$	1,497		$	39,290

	Preferred Stock					Common Stock				Additional					Accumulated Other
	Shares		Amount			Shares		Amount		Paid-In Capital		Retained Earnings			Comprehensive Income			Totals
Balance, December 31, 2012		10,500	$	10,376			1,657	$	166	$	11,945	$	11,907		$	1,419		$	35,813
Comprehensive loss:
Net loss													(127	)					(127	)
Other comprehensive loss																(166	)		(166	)
Accretion of preferred stock dividend				30									(30	)					0
Amortization of preferred stock premium				(3	)								3						0
Accrued and unpaid dividends- Preferred stock													(136	)					(136	)
Balance, March 31, 2013		10,500	$	10,403			1,657	$	166	$	11,945	$	11,617		$	1,253		$	35,384
The accompanying notes to the unaudited consolidated financial statements are an integral part of these statements.

Mid-Wisconsin Financial Services, Inc. and Subsidiary
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
Cash flows from operating activities:
Net income (loss)	$	(127	)	$	21
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		243			289
Provision for loan losses		600			750
Provision for valuation allowance of other real estate owned		12			80
Loss on premises and equipment disposals		1			0
(Gain) loss on sale of foreclosed other real estate owned		(95	)		73
Valuation allowance - deferred taxes		110			0
Changes in operating assets and liabilities:
Loans held for sale		518			1,551
Other assets		(71	)		154
Other liabilities		(586	)		(218	)
Net cash provided by operating activities		605			2,700
Cash flows from investing activities:
Net increase in interest-bearing deposits in other financial institutions		(6,249	)		(22,975	)
Net decrease in federal funds sold		75			11,660
Securities available for sale:
Proceeds from maturities		8,087			9,984
Payment for purchases		(10,849	)		(7,558	)
FHLB stock redemption		0			465
Net decrease in loans		3,274			2,900
Capital expenditures		(68	)		(18	)
Proceeds from sale of premises and equipment		0			0
Proceeds from sale of other real estate owned		836			552
Net cash used in investing activities		(4,894	)		(4,990	)
Cash flows from financing activities:
Net decrease in deposits		(3,960	)		(4,732	)
Net increase in short-term borrowings		2,025			1,956
Principal payments on long-term borrowings		0			(2,000	)
Net cash used in financing activities		(1,935	)		(4,776	)
Net decrease in cash and due from banks		(6,224	)		(7,066	)
Cash and due from banks at beginning of period		17,087			18,278
Cash and due from banks at end of period	$	10,863		$	11,212
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	871		$	1,408
Noncash investing and financing activities:
Loans transferred to other real estate owned	$	489		$	465
Loans charged-off		1,043			652
Dividends declared but not yet paid on preferred stock		136			136
The accompanying notes to the unaudited consolidated financial statements are an integral part of these statements.

Mid-Wisconsin Financial Services, Inc. and Subsidiary

Notes to Unaudited Consolidated Financial Statements

Note 1 – Basis of Presentation

General

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly Mid-Wisconsin Financial Services, Inc.’s (“Mid-Wisconsin”) and Mid-Wisconsin Bank’s, its wholly owned banking subsidiary, consolidated balance sheets, results of operations, comprehensive income (loss), changes in stockholders’ equity and cash flows for the periods presented, and all such adjustments are of a normal recurring nature. The consolidated balance sheets include the accounts of all subsidiaries. All material intercompany transactions and balances are eliminated. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the entire year.

Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying disclosures. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. Estimates are used in accounting for, among other items, fair value of financial instruments, the allowance for loan losses, useful lives for depreciation and amortization, deferred tax assets, uncertain income tax positions and contingencies. Management does not anticipate any material changes to estimates in the near term. Factors that may cause sensitivity to the aforementioned estimates include but are not limited to: external market factors such as market interest rates and employment rates, changes to operating policies and procedures, and changes in applicable banking regulations. Actual results may ultimately differ from estimates, although management does not generally believe such differences would materially affect the consolidated financial statements in any individual reporting period.

Note 2 – Loss per Common Share

Loss per common share is calculated by dividing net loss available to common equity by the weighted average number of common shares outstanding. Diluted loss per share is calculated by dividing net loss available to common equity by the weighted average number of shares adjusted for the dilutive effect of common stock awards, if any. Presented below are the calculations for basic and diluted loss per common share.


	Three Months Ended March 31,
	Three Months Ended March 31,
		2013			2012
Net income (loss)	$	(127	)	$	21
Preferred dividends, discount and premium		(163	)		(162	)
Net loss available to common equity	$	(290	)	$	(141	)
Weighted average common shares outstanding		1,657			1,657
Effect of dilutive stock options		0			0
Diluted weighted average common shares outstanding		1,657			1,657
Basic and diluted loss per common share	$	(0.18	)	$	(0.09	)

Note 3 – Loans, Allowance for Loan Losses, and Credit Quality

The period-end loan composition as of March 31, 2013 and December 31, 2012 are summarized as follows:

	March 31, 2013		December 31, 2012
Commercial business	$	39,838	$	36,856
Commercial real estate		114,893		115,924
Real estate construction and land development		18,835		19,819
Agricultural		42,654		43,418
One-to-four family residential real estate		71,994		76,033
Installment		3,116		3,572
Total loans	$	291,330	$	295,622

The allowance for loan losses (“ALLL”) represents Mid-Wisconsin’s estimate of probable and inherent credit losses in Mid-Wisconsin Bank’s loan portfolio at the balance sheet date. In general, estimating the amount of the ALLL is a function of a number of factors, including but not limited to changes in the loan portfolio, net charge-offs, trends in past due and impaired loans, and the level of potential problem loans, all of which may be susceptible to significant change. To the extent actual outcomes differ from management estimates, additional provisions for loan losses could be required that could adversely affect our earnings or financial position in future periods. Allocations of the ALLL may be made for specific loans but the entire ALLL is available for any loan that, in management’s judgment, should be charged-off or for which an actual loss is realized.

A year-to-date summary of the changes in the ALLL by portfolio segment for the periods indicated is as follows:

	Beginning Balance at 1/1/2013		Charge-offs			Recoveries		Provision			Ending Balance at 3/31/2013		Ending balance: individually evaluated for impairment		Ending balance: collectively evaluated for impairment
March 31, 2013
Commercial business	$	810	$	0		$	3	$	40		$	853	$	336	$	517
Commercial real estate		4,806		(642	)		68		646			4,878		2,291		2,587
Real estate construction and land development		1,206		(162	)		3		(336	)		711		38		673
Agricultural		452		0			1		(90	)		363		9		354
One-to-four family residential real estate		2,215		(232	)		29		353			2,365		1,081		1,284
Installment		89		(7	)		6		(13	)		75		19		56
Total	$	9,578	$	(1,043	)	$	110	$	600		$	9,245	$	3,774	$	5,471

	Beginning Balance at 1/1/2012		Charge-offs			Recoveries		Provision			Ending Balance at 3/31/2012		Ending balance: individually evaluated for impairment		Ending balance: collectively evaluated for impairment
March 31, 2012
Commercial business	$	1,004	$	(165	)	$	6	$	(11	)	$	834	$	222	$	612
Commercial real estate		3,685		(280	)		62		517			3,984		2,260		1,724
Real estate construction and land development		1,320		(28	)		5		(224	)		1,073		460		613
Agricultural		1,139		(10	)		67		(127	)		1,069		33		1,036
One-to-four family residential real estate		2,530		(155	)		9		625			3,009		1,497		1,512
Installment		138		(14	)		5		(30	)		99		5		94
Total	$	9,816	$	(652	)	$	154	$	750		$	10,068	$	4,477	$	5,591

The allocation methodology used by Mid-Wisconsin includes specific allocations for impaired loans evaluated individually for impairment based on collateral values and for the remaining loan portfolio collectively evaluated for impairment primarily based on historical loss rates and other qualitative factors. Loan charge-offs and recoveries are based on actual amounts charged-off or recovered by loan category. Mid-Wisconsin allocates the ALLL by pools of risk within each loan portfolio.

The following table presents nonaccrual loans by portfolio segment as of the dates indicated as follows:

	March 31, 2013		December 31, 2012
Commercial business	$	1,132	$	1,125
Commercial real estate		5,364		6,539
Real estate construction and land development		209		146
Agricultural		866		440
One-to-four family residential real estate		4,836		3,602
Installment		0		0
Total nonaccrual loans	$	12,407	$	11,852

Loans are generally placed on nonaccrual status when contractually past due 90 days or more as to interest or principal payments. Additionally, whenever Mid-Wisconsin’ management became aware of facts or circumstances that may adversely impact the collectability of principal or interest on loans, it was Mid-Wisconsin’s practice to place such loans on nonaccrual status immediately. Previously accrued and uncollected interest on such loans was reversed, amortization of related loan fees was suspended, and income was recorded only to the extent that interest payments were subsequently received in cash after a determination was made that the principal balance of the loan was collectible. If collectability of the principal was in doubt, payments received were applied to loan principal. Loans were returned to accrual status when all the principal and interest amounts contractually due were brought current and future payments were reasonably assured.

A summary of loans by credit quality indicator based on internally assigned credit grade is as follows:

March 31, 2013	Highest Quality		High Quality		Quality		Moderate Risk		Acceptable		Special Mention		Substandard		Doubtful		Loss		Total
Commercial business	$	18	$	4,495	$	5,893	$	7,053	$	17,735	$	3,195	$	317	$	1,132	$	0	$	39,838
Commercial real estate		4		1,169		19,425		30,767		36,281		9,841		12,030		5,376		0		114,893
Real estate construction and land development		234		1,572		2,852		3,639		6,457		1,480		2,353		248		0		18,835
Agricultural		0		429		2,935		6,979		24,142		4,374		2,929		866		0		42,654
One-to-four family residential real estate		308		4,340		17,291		17,670		18,179		6,010		3,190		5,006		0		71,994
Installment		0		135		509		1,577		672		170		53		0		0		3,116
Total	$	564	$	12,140	$	48,905	$	67,685	$	103,466	$	25,070	$	20,872	$	12,628	$	0	$	291,330

December 31, 2012	Highest Quality		High Quality		Quality		Moderate Risk		Acceptable		Special Mention		Substandard		Doubtful		Loss		Total
Commercial business	$	73	$	3,757	$	5,521	$	7,406	$	12,025	$	6,503	$	445	$	1,126	$	0	$	36,856
Commercial real estate		8		1,193		17,550		31,545		34,169		11,575		12,812		7,072		0		115,924
Real estate construction and land development		156		1,660		3,128		2,988		7,100		1,498		3,143		146		0		19,819
Agricultural		84		509		3,167		6,635		24,548		4,444		3,592		439		0		43,418
One-to-four family residential real estate		344		4,672		17,973		19,054		19,378		6,702		4,163		3,747		0		76,033
Installment		0		273		672		1,722		676		157		72		0		0		3,572
Total	$	665	$	12,064	$	48,011	$	69,350	$	97,896	$	30,879	$	24,227	$	12,530	$	0	$	295,622

Loans risk rated acceptable or better are credits performing in accordance with the original terms, have adequate sources of repayment and little identifiable collectability risk. Special mention credits have potential weaknesses that deserve management’s attention. If left unremediated, these potential weaknesses may result in deterioration of the repayment of the credit. Substandard loans typically have weaknesses in the paying capability of the obligor and/or guarantor or in collateral coverage. These loans have a well-defined weakness that jeopardizes the liquidation of the debt and are characterized by the possibility that Mid-Wisconsin Bank will sustain some loss if the deficiencies are not corrected. Loans classified as doubtful have all the weaknesses of substandard loans with the added characteristic that the collection of all amounts due according to the original contractual terms is highly unlikely and the amount of the loss is reasonably estimable. Loans classified as loss are considered uncollectible.

The following table presents loans by past due status as of the dates indicated:

	30 - 59 Days Past Due		60 - 89 Days Past Due		90 Days and Over		Total Past Due		Current		Total Loans		Recorded Investment > 90 Days and Accruing
March 31, 2013					($ in thousands)
Commercial business	$	30	$	0	$	87	$	117	$	39,721	$	39,838	$	8
Commercial real estate		1,037		82		3,747		4,866		110,027		114,893		0
Real estate construction and land development		400		0		121	$	521		18,314		18,835		0
Agricultural		441		0		512	$	953		41,701		42,654		0
One-to-four family residential real estate		849		412		705		1,966		70,028		71,994		0
Installment		7		0		31	$	38		3,078		3,116		23
Total	$	2,764	$	494	$	5,203	$	8,461	$	282,869	$	291,330	$	31

	30 - 59 Days Past Due		60 - 89 Days Past Due		90 Days and Over		Total Past Due		Current		Total Loans		Recorded Investment > 90 Days and Accruing
December 31, 2012					($ in thousands)
Commercial business	$	162	$	0	$	63	$	225	$	36,631	$	36,856	$	0
Commercial real estate		517		164		4,706		5,387		110,537		115,924		0
Real estate construction and land development		7		235		56		298		19,521		19,819		0
Agricultural		386		20		49		455		42,963		43,418		0
One-to-four family residential real estate		1,541		47		1,008		2,596		73,437		76,033		0
Installment		54		0		5		59		3,513		3,572		5
Total	$	2,667	$	466	$	5,887	$	9,020	$	286,602	$	295,622	$	5

Detailed analysis of the loans evaluated for impairment as of the dates indicated:

March 31, 2013	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Total
Commercial business	$	1,450	$	38,388	$	39,838
Commercial real estate		17,406		97,487		114,893
Real estate construction and land development		2,601		16,234		18,835
Agricultural		3,795		38,859		42,654
One-to-four family residential real estate		8,260		63,734		71,994
Installment		67		3,049		3,116
Total	$	33,579	$	257,751	$	291,330

December 31, 2012	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Total
Commercial business	$	1,571	$	35,285	$	36,856
Commercial real estate		19,884		96,040		115,924
Real estate construction and land development		3,289		16,530		19,819
Agricultural		4,031		39,387		43,418
One-to-four family residential real estate		7,974		68,059		76,033
Installment		72		3,500		3,572
Total	$	36,821	$	258,801	$	295,622

The following table presents impaired loans as of the dates indicated:

	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
March 31, 2013
With no related allowance:
Commercial business	$	144	$	144	$	0	$	193	$	2
Commercial real estate		3,954		3,954		0		4,429		51
Real estate construction and land development		2,311		2,311		0		2,180		46
Agricultural		3,785		3,785		0		3,878		41
One-to-four family residential real estate		3,680		3,680		0		3,788		46
Installment		0		0		0		3		0
With a related allowance:
Commercial business	$	970	$	1,306	$	336	$	1,317	$	3
Commercial real estate		11,161		13,452		2,291		14,216		138
Real estate construction and land development		252		290		38		765		2
Agricultural		1		10		9		35		0
One-to-four family residential real estate		3,499		4,580		1,081		4,329		27
Installment		48		67		19		67		1
Total:
Commercial business	$	1,114	$	1,450	$	336	$	1,510	$	5
Commercial real estate		15,115		17,406		2,291		18,645		189
Real estate construction and land development		2,563		2,601		38		2,945		48
Agricultural		3,786		3,795		9		3,913		41
One-to-four family residential real estate		7,179		8,260		1,081		8,117		73
Installment		48		67		19		70		1
Total	$	29,805	$	33,579	$	3,774	$	35,200	$	357
December 31, 2012
With no related allowance:
Commercial business	$	242	$	242	$	0	$	225	$	18
Commercial real estate		4,905		4,905		0		4,448		265
Real estate construction and land development		2,049		2,049		0		1,223		51
Agricultural		3,971		3,971		0		2,381		245
One-to-four family residential real estate		3,896		3,896		0		2,403		170
Installment		5		5		0		6		1
With a related allowance:
Commercial business	$	998	$	1,329	$	331	$	1,499	$	26
Commercial real estate		12,599		14,979		2,380		13,925		718
Real estate construction and land development		674		1,240		566		1,971		96
Agricultural		48		60		12		163		4
One-to-four family residential real estate		3,282		4,078		796		4,974		161
Installment		48		67		19		72		5
Total:
Commercial business	$	1,240	$	1,571	$	331	$	1,724	$	44
Commercial real estate		17,504		19,884		2,380		18,373		983
Real estate construction and land development		2,723		3,289		566		3,194		147
Agricultural		4,019		4,031		12		2,544		249
One-to-four family residential real estate		7,178		7,974		796		7,377		331
Installment		53		72		19		78		6
Total	$	32,717	$	36,821	$	4,104	$	33,290	$	1,760

Effective June 30, 2012, all substandard and doubtful loans are classified as impaired in the ALL calculation and are evaluated individually for impairment based on collateral values. This change in methodology was a large reason for the increase in impaired loans, as previously only substandard and doubtful loans with collateral shortfalls were classified as impaired.

Note 4 – Other Real Estate Owned (“OREO”)

A summary of OREO for the periods indicated is as follows:

	Three months ended						Year Ended
	March 31, 2013			March 31, 2012			December 31, 2012
Balance at beginning of period	$	4,200		$	4,404		$	4,404
Transfer of loans at net realizable value to OREO		489			465			2,838
Sale proceeds		(836	)		(552	)		(1,848	)
Loans made in sale of OREO		-			-			(368	)
Net gain (loss) from sale of OREO		95			(73	)		(141	)
Provision for write-downs charged to operations		(12	)		(80	)		(685	)
Balance at end of period	$	3,936		$	4,164		$	4,200

An analysis of the valuation allowance on OREO for the periods indicated is as follows:

	Three months ended						Year Ended
	March 31, 2013			March 31, 2012			December 31, 2012
Balance at beginning of period	$	602		$	410		$	410
Provision for write-downs charged to operations		12			80			685
Amounts related to OREO disposed of		(144	)		(155	)		(493	)
Balance at end of period	$	470		$	335		$	602

The properties held as OREO at March 31, 2013 consisted of $3,185 of commercial real estate (the largest being $1,414 related to a hotel/water park project), $212 of real estate construction loans, and $539 of residential real estate. OREO as of December 31, 2012 consisted of $3,206 of commercial real estate (the largest being $1,414 related to a hotel/water park project), $330 of real estate construction, and $664 of residential real estate. Management monitors properties held to minimize the Company’s risk of loss. Evaluations of the fair market value of the OREO properties are done quarterly and valuation adjustments, if necessary, are recorded in our consolidated financial statements.

Note 5 – Subsequent Event

Mid-Wisconsin entered into an Agreement and Plan of Merger with Nicolet Bankshares, Inc. (“Nicolet”), on November 28, 2012, as amended January 17, 2013 (“the Merger Agreement”), whereby Mid-Wisconsin would be merged with and into Nicolet, and the Bank would be merged with and into Nicolet National Bank. The merger was consummated on April 26, 2013, in a predominantly stock-for-stock transaction, with each outstanding share of Mid-Wisconsin common stock converted into the right to receive 0.3727 shares of Nicolet common stock or cash in certain limited instances pursuant to the Merger Agreement. The system integration was completed, and the eleven branches of Mid-Wisconsin opened on April 29, 2013, as Nicolet National Bank branches.

As a condition to and prior to the consummation of the merger, Mid-Wisconsin redeemed its TARP Preferred Stock at par plus all accrued and unpaid dividends to the U.S. Treasury and brought all the accrued and unpaid interest on its junior subordinated debentures current.

NICOLET BANKSHARES INC - FORM 8-K/A - EX-99.3 - EXHIBIT 99.3 - June 10, 2013

Attached files

NICOLET BANKSHARES INC Reports