8-K

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): February 6, 2015

Talmer Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Michigan (State or other jurisdiction of incorporation) 001-36308 (Commission File Number) 61-1511150 (IRS Employer Identification No.)

2301 West Big Beaver Rd., Suite 525 Troy, Michigan (Address of principal executive offices) 48084 (Zip Code)

(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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

Effective February 6, 2015, Talmer Bancorp, Inc. (the “Company”) completed its previously announced merger with First of Huron Corp.  In connection with the merger, First of Huron Corp. merged with the Company, with the Company as the surviving company in the merger.  Immediately following the merger, Signature Bank, a Michigan state-chartered bank and wholly owned subsidiary of First of Huron Corp., merged with an into Talmer Bank and Trust, a Michigan state-chartered bank and wholly owned subsidiary of the Company, with Talmer Bank and Trust as the surviving bank.

In connection with the merger, pursuant to a supplemental indenture dated February 6, 2015 by and between the Company, First of Huron Corp. and Wells Fargo Bank, National Association, as Trustee, the Company assumed all of First of Huron Corp.’s obligations with respect to its outstanding trust preferred securities, including $5,155,000 of Floating Rate Junior Subordinated Deferrable Interest Debentures due September 30, 2032, with an interest rate of three month LIBOR plus 3.25%.  The transaction documents governing the trust preferred securities, including the supplemental indenture and the original indenture have not been filed herewith pursuant to Item 601(b)(4)(v) of Regulation S-K under the Securities Act of 1933, as amended.  The Company agrees to furnish a copy of such transaction documents to the Securities and Exchange Commission upon request.

Item 8.01 Other Events.

A copy of the press release announcing the completion of the Merger is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated February 6, 2015

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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.

	TALMER BANCORP, INC.
Dated: February 6, 2015	By:	/s/ David T. Provost
		David T. Provost
		Chief Executive Officer

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EX-99.1

Exhibit 99.1

For Immediate Release	For further information contact:
	Shellie Maitre
	Talmer Bank and Trust
	248-498-2858
	smaitre@talmerbank.com

TALMER BANCORP, INC. COMPLETES ACQUISITION OF FIRST OF HURON CORP.

Troy, MI February 6, 2015 — Talmer Bancorp, Inc. (“Company”) (Nasdaq: TLMR)  today announced that it has completed its previously announced acquisition of First of Huron Corp., and its wholly-owned bank subsidiary, Signature Bank.  The Company paid approximately $13.4 million in cash for all of the outstanding shares of common stock of First of Huron Corp. in the transaction.

“We are excited about the completion of the acquisition of First of Huron Corp. and Signature Bank,” commented David T. Provost, President and Chief Executive Officer of Talmer Bancorp. “We believe Signature Bank’s community banking culture and high degree of customer service, combined with Talmer Bank’s commitment to its core values of community, integrity and service, produces a powerful combination which will allow our local communities to continue to grow and prosper.  We are pleased to welcome the employees and customers of Signature Bank.”

Under the terms of the merger agreement, shareholders of First of Huron Corp. common stock will receive $25.00 in cash for each outstanding share of First of Huron Corp. common stock.  With the closing of the transaction, First of Huron Corp. merged with and into the Company, and Signature Bank merged with and into Talmer Bank and Trust, the Company’s wholly-owned bank subsidiary.

First of Huron Corp. was advised by the investment banking firm of Austin Associates, LLC. and the law firm of Shumaker, Loop & Kendrick, LLP.  Talmer Bancorp, Inc. was represented by the law firm of Nelson Mullins Riley & Scarborough LLP.

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, Illinois, Indiana, Maryland, and Nevada, offer a full suite of commercial and retail banking, mortgage banking, wealth management and trust services to small and medium-sized businesses and individuals.

Forward-Looking Information

Some of the statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “intend,” “plan,” “seek,” “believe,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods.  Examples of forward-looking statements

include statements regarding the impact of Signature Bank’s combination with Talmer Bank, including its ability to allow Talmer Bank’s communities to grow and prosper.  These forward-looking statements are subject to risks, uncertainties and other factors, as well as additional risks and uncertainties contained in the “Risk Factors” and the forward-looking statement disclosure contained in The Company 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.  The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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