UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 7, 2014
Talmer Bancorp, Inc.
(Exact name of registrant as specified in its charter)
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Michigan |
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001-36308 (Commission File Number) |
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61-1511150 |
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2301 West Big Beaver Rd., Suite 525 |
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48084 |
(248) 498-2802
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
Talmer Bancorp, Inc., and its bank subsidiary, Talmer Bank and Trust (“Talmer”), announced that it has entered into an agreement to sell its branch offices in Wisconsin to Town Bank, a wholly owned bank subsidiary of Wintrust Financial Corporation. Town Bank will assume all of Talmer’s deposits in Wisconsin. As of March 31, 2014, Talmer’s deposits in these markets were approximately $360 million. Talmer will not sell any loans to Town Bank in the transaction. The transaction is expected to be completed in the third quarter of 2014, subject to regulatory approval and other customary terms and conditions. Under the terms of the purchase and assumption agreement, Talmer will sell its 11 branch offices to Town Bank for approximately $13.5 million more than the net book value of the assets. The transaction will result in the elimination of approximately $1 million of Talmer’s core deposit intangibles related to the deposits sold. Talmer expects to incur approximately $1 million in expenses related to the transaction. On April 9, 2014, Talmer Bancorp, Inc. and Wintrust Financial Corporation issued a press release announcing the transaction. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Additionally, in an unrelated transaction, Talmer Bancorp, Inc.’s other bank subsidiary, Talmer West Bank also entered into an agreement to sell its single branch office in Albuquerque, New Mexico. As of March 31, 2014, Talmer West Bank’s deposits in this market were approximately $37 million. Talmer West Bank will sell all of its deposits and approximately $20 million of its loans to Grants State Bank. The transaction is expected to be completed in the third quarter of 2014, subject to regulatory approval and other customary terms and conditions.
Cautionary Note Regarding Forward-Looking Statements
Some of the statements in this Current Report on Form 8-K are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the expected timing, completion and other effects of the proposed transactions, including our expected expenses related to our sale of our Wisconsin branches. These forward looking statements are subject to risks, uncertainties and other factors, such as the inability to obtain the requisite regulatory approvals for the proposed transactions and meet other closing terms and conditions for the proposed transactions, the reaction to the transaction of the banks’ customers, employees and counterparties or difficulties related to the transition of services, as well as additional risks and uncertainties contained in our “Risk Factors” and the forward-looking statement disclosure contained in Talmer Bancorp, Inc.’s Annual Report on Form 10-K for the most recently ended fiscal year, any of which could cause actual results to differ materially from future results expressed or implied by those forward-looking statements. All forward-looking statements speak only as of the date of this Current Report on Form 8-K. Talmer Bancorp, Inc. undertakes no duty to update any forward-looking statement made herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press release dated April 9, 2014 |
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 hereunto duly authorized.
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TALMER BANCORP, INC. | |
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Dated: April 9, 2014 |
By: |
/s/ David T. Provost |
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David T. Provost |
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Chief Executive Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
April 9, 2014
FOR MORE INFORMATION CONTACT:
Edward J. Wehmer, President and CEO — Wintrust Financial Corporation, (847) 939-9000
David A. Dykstra, COO — Wintrust Financial Corporation, (847) 939-9000
Dennis Klaeser, Chief Financial Officer — Talmer Bancorp, Inc., (248) 649-2301
WINTRUST AND TALMER ANNOUNCE WISCONSIN BRANCH TRANSACTION
Talmer Bancorp, Inc. (Nasdaq: TLMR), and its subsidiary Talmer Bank and Trust (“Talmer”), has entered into an agreement sell its 11 branch offices in Wisconsin to Town Bank, a wholly owned bank subsidiary of Wintrust Financial Corporation (Nasdaq: WTFC). Town bank will assume all of Talmer’s deposits in Wisconsin. As of March 31, 2014, Talmer’s deposits in these markets were approximately $360 million. Talmer will not sell any loans to Town Bank in the transaction.
The banking offices will continue to be staffed by the current employees and will operate normally through completion of the transaction. Customers do not need to take any action in connection with the transaction. The transaction is expected to be completed in the third quarter of 2014, subject to regulatory approval and other customary terms and conditions.
Edward J. Wehmer, President and Chief Executive Officer of Wintrust, said, “This transaction presents a great opportunity to expand our presence in southern Wisconsin. These locations fill a gap between our Illinois branches and our Town Bank’s Milwaukee area branches. Talmer has a great community bank franchise with a team of bankers that are committed to a high level of customer service. We look forward to continuing to build upon that franchise and providing its customers with Wintrust’s full array of products and services. We welcome Talmer’s employees and customers to the Wintrust family.”
David Provost, President and Chief Executive Officer of Talmer Bancorp, stated, “We have recently undertaken a strategic assessment of all our markets including an evaluation of the best opportunities to invest our capital resources and continue to execute our growth plans. This divestiture is in line with our long-term plans and allows us to focus on our core banking franchise.”
Mr. Provost continued, “We have been very pleased over the past several years with the Wisconsin operations acquired in an FDIC assisted transaction in November of 2010. The employees there have been dedicated and have provided the highest level of customer service. We are proud to have Town Bank as the purchaser, as it has a similar strong commitment to customer service and is excited to be able to expand their services in these communities. Talmer will work closely and cooperatively with them over the coming months in order to ensure a smooth transition for all involved.”
About Talmer Bancorp, Inc.
Headquartered in Troy, Michigan, Talmer Bancorp, Inc. is the holding company for Talmer Bank and Trust and Talmer West Bank. These banks, operating through branches and lending offices in Michigan, Ohio, Indiana and Illinois, offer a full suite of commercial and retail banking, mortgage banking, wealth management and trust services to small and medium-sized businesses and individuals.
About Wintrust Financial Corporation
Wintrust is a financial holding company with assets of approximately $18 billion whose common stock is traded on the NASDAQ Global Select Market. Built on the “HAVE IT ALL” model, Wintrust offers sophisticated technology and resources of a large bank while focusing on providing service-based community banking to each and every customer. Wintrust operates fifteen community bank subsidiaries with over 120 banking locations located in the greater Chicago and Milwaukee market areas. Additionally, the Company operates various non-bank business units including one of the largest commercial insurance premium finance companies operating in the United States and Canada, a company providing short-term accounts receivable financing and value-added out-sourced administrative services to the temporary staffing services industry, business unit engaging primarily in the origination and purchase of residential mortgages for sale into the secondary market throughout the United States, and companies providing wealth management services.
Forward-Looking Information
Some of the statements in this joint press release of Wintrust Financial Corporation and Talmer Bancorp, Inc. are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the expected timing, completion and other effects, including the transition of services, and the intent, belief or current expectations of the banks, regarding the proposed transaction. These forward looking statements are subject to risks, uncertainties and other factors, such as the inability to obtain the requisite regulatory approvals for the proposed transaction and meet other closing terms and conditions, the reaction to the transaction of the banks’ customers, employees and counterparties or difficulties related to the transition of services, as well as additional risks and uncertainties contained in the “Risk Factors” and the forward-looking statement disclosure contained in each of Wintrust Financial Corporation’s and Talmer Bancorp, Inc.’s Annual Report on Form 10-K for the most recently ended fiscal year, any of which could cause actual results to differ materially from future results expressed or implied by those forward-looking statements. All forward-looking statements speak only as of the date of this press release. Neither Wintrust Financial Corporation nor Talmer Bancorp, Inc. undertakes any duty to update any forward-looking statement made herein.
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