8-K

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): May 5, 2010

Northwest Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Maryland	1-34582	27-0950358
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

100 Liberty Street Warren, Pennsylvania	16365
(Address of principal executive office)	(Zip code)

Registrant’s telephone number, including area code: (814) 726-2140

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

     On May 5, 2010, Northwest Bancshares, Inc., the holding company for Northwest Savings Bank, announced that Northwest Bancshares, Inc. and Northwest Savings Bank entered into a definitive agreement to acquire NexTier Incorporated and NexTier Bank. A copy of the press release dated May 5, 2010, is attached as Exhibit 99.1 and a copy of an investor presentation is attached as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press release of Northwest Bancshares, Inc. dated May 5, 2010
99.2	Investor Presentation, dated May 5, 2010

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.

	NORTHWEST BANCSHARES, INC.
DATE: May 5, 2010	By:	/s/ William W. Harvey, Jr.
		William W. Harvey, Jr.
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Northwest Bancshares, Inc.	NexTier, Inc.
100 Liberty Street	245 Pittsburgh Road
Warren, PA 16365	Butler, PA 16003

FOR IMMEDIATE RELEASE

May 5, 2010

CONTACTS:
William J. Wagner	Donald Shamey	Margaret Irvine Weir
President and CEO	President	President
Northwest Bancshares, Inc.	NexTier, Inc.	NexTier Bank
Warren, Pennsylvania	Butler, Pennsylvania	Butler, Pennsylvania
TEL: (814) 726-2140	TEL: 724-214-5803	TEL: 724-214-5804

NORTHWEST BANCSHARES, INC. TO ACQUIRE NEXTIER BANK

     Warren, Pennsylvania and Butler, Pennsylvania. May 5, 2010

     Northwest Bancshares, Inc. (Nasdaq Global Select Market: NWBI), the holding company for Northwest Savings Bank, and NexTier, Inc., the holding company for NexTier Bank, announced jointly today that they have entered into a definitive agreement whereby Northwest Bancshares, Inc. and Northwest Savings Bank would acquire NexTier, Inc. and NexTier Bank. Under the terms of the agreement, the shareholders of NexTier, Inc. will receive $200.00 in cash for each outstanding share of common stock of NexTier, resulting in a cash payment by Northwest of approximately $20.3 million. As described in the definitive merger agreement, the purchase price is subject to downward adjustment if interim loan loss provisions exceed specified amounts. Each of the Boards of Directors has approved the transaction. The transaction is expected to be completed in the fourth quarter of 2010 and is subject to approval by the NexTier, Inc. shareholders and applicable regulatory authorities and to other customary conditions.

     Donald Shamey, Chief Executive Officer of NexTier Bank, stated, “We are extremely excited with the prospect of becoming part of the Northwest Bancshares team. Northwest has developed a superb reputation in the industry as a full-service banking organization that delivers quality products and services to its customers. We hope to leverage these strengths and the added resources that Northwest will bring to our market to better serve and greatly expand our customer base in western Pennsylvania, especially the Greater Pittsburgh market.”

     Margaret Irvine Weir, President of NexTier Bank, added, “Our goal in seeking a merger partner was to find an institution with a similar culture of caring for its employees and exceeding its customers’ expectations. We also looked for a partner with a reputation for community involvement. We are confident we have found such an institution in Northwest. We were particularly impressed that Northwest had been named one of America’s 100 Most Trustworthy Companies by Forbes and had recently been named by J.D. Power and Associates the number one bank in the Mid-Atlantic Region in its 2010 Retail Banking Customer Satisfaction Survey.”

     William J. Wagner, President and Chief Executive Officer of Northwest Bancshares Inc., stated “We are pleased to announce the merger with Nextier and the expansion of our network north of Pittsburgh. NexTier is a financial institution with a long history of exceeding its customers’ expectations while remaining a good corporate citizen in the communities it serves.” Wagner added “NexTier has historically maintained strong levels of net interest income and fee income which results from its emphasis on funding its loans with core deposits. When these components of income are combined with the synergies we expect to realize from this in—market merger, the addition of NexTier will be accretive to Northwest’s

return-on-assets, return-on-equity and earnings per share. From the perspective of shareholders’ equity, the transaction is only slightly dilutive to Northwest’s tangible equity position. In addition to the positive financial impact from the merger, we are excited that our combined network of offices in Butler, Armstrong, and Allegheny Counties—39 total—will give us significant market share north of Pittsburgh.”

     Luse Gorman Pomerenk & Schick served as legal counsel to Northwest Bancshares, Inc., and Janney Montgomery Scott LLC served as financial advisor. Kirkpatrick Stockton LLP served as legal counsel to NexTier Inc., and Sandler O’Neill & Partners, L. P. served as financial advisor.

About Northwest Bancshares, Inc.

     Founded in 1896 and headquartered in Warren, Pennsylvania, Northwest Bancshares, Inc. has assets of $8 billion and currently operates 171 community banking facilities in Pennsylvania, New York, Maryland, Ohio and Florida. It is a full-service financial institution which features retail and commercial banking products as well as trust and investment management services, and insurance products.

About NexTier, Inc.

     Founded in 1878, NexTier, Inc. has assets of $583.7 million and shareholders’ equity of $23.0 million. NexTier Bank operates sixteen full-service banking facilities in Butler, Allegheny and Armstrong Counties in Pennsylvania. It is a full-service institution offering retail and commercial banking services, wealth management services and insurance sales.

Investor Conference Call: Executives from Northwest will host a conference call with investors and the financial community at 10:00 AM Eastern Time on Thursday, May 6, 2010 to discuss this transaction. Those wishing to participate in the call may dial toll-free 1-866-804-3546. A replay of the call will be available until May 21, 2010 by dialing 1-888-266-2081, access code 1455643. An investor presentation on this transaction is also available at the investors’ relations section of Northwest’s website www.northwestsavingsbank.com.

# # #

The news release contains certain forward-looking statements about the proposed merger of Northwest Bancshares, Inc. and NexTier, Inc. Forward-looking statements can be identified by the fact they may include words like “believe”, “expect”, “anticipate”, “estimate”, and “intend”, or future or conditional verbs such as “will”, “would”, “should”, “could”, or “may”. These forward-looking statements are based upon the current beliefs and expectations of Northwest’s and NexTier’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the companies’ control. Certain factors that could cause actual results to differ materially from expected include delays in completing the merger, difficulties in achieving cost savings from the merger or in achieving such cost savings within the expected time frame, difficulties in integrating Northwest and NexTier, increased competitive pressures, changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the businesses in which Northwest and NexTier are engaged, changes in the securities markets, and other factors. Actual results may differ materially from the anticipated results discussed in these forward-looking statements. Northwest and NexTier do not undertake, and specifically disclaim, any obligation to publicly release the results of any revisions that may be made to any forward looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

EX-99.2

Exhibit 99.2

announces the acquisition of N O R T H W E S T

Forward-Looking Statements 2 This presentation contains forward-looking statements, which can be identified by the use of words such as "estimate," "project," "believe," "intend," "anticipate," "plan," "seek," "expect" and words of similar meaning. These forward-looking statements include, but are not limited to: statements of our goals, intentions and expectations; statements regarding our business plans, prospects, growth and operating strategies; statements regarding the asset quality of our loan and investment portfolios; and estimates of our risks and future costs and benefits. These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements; general economic conditions, either nationally or in our market areas, that are worse than expected; competition among depository and other financial institutions; inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments; adverse changes in the securities markets; our ability to enter new markets successfully and capitalize on growth opportunities; our ability to successfully integrate acquired entities, if any; changes in consumer spending, borrowing and savings habits; changes in our organization, compensation and benefit plans; our ability to continue to increase and manage our commercial and residential real estate, multi-family, and commercial and industrial loans; possible impairments of securities held by us, including those issued by government entities and government sponsored enterprises; the level of future deposit premium assessments; the impact of the current recession on our loan portfolio (including cash flow and collateral values), investment portfolio, customers and capital market activities; the impact of the current governmental effort to restructure the U.S. financial and regulatory system; changes in the financial performance and/or condition of our borrowers; and the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Securities and Exchange Commission, the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters. Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward- looking statements. Please see "Risk Factors" beginning on page 15 of our 2009 Annual Report on Form 10-K.

NexTier Overview 3 NexTier Bank is a privately held commercial bank founded in 1878 and headquartered in Butler, PA, 30 miles north of downtown Pittsburgh At March 31, 2010 the Company had: $584 million in assets $376 million in gross loans $514 million in deposits $18 million in tangible common equity (3.11% of tangible assets) Positive one year gap of 24% (asset sensitive) NexTier has 16 branches in Western Pennsylvania 12 branches in Butler County 3 branches in Allegheny County 1 branch in Armstrong County

Transaction Summary 4 Acquisition of an extremely attractive core deposit base 38% demand deposits Cost of deposits of 0.58% Attractively priced transaction 100% cash, $200 per share or $20.3 mm in total consideration 113% of tangible book value, 88% of book value $2.3 mm premium on tangible book, 0.46% premium on deposits 35% cost savings $0.05 per share accretion to EPS Accretive to ROA and ROE Return on investment in excess of 25% Accretive to tangible book value within 1 year

Asset Quality 5 $376 million loan portfolio $314 million of loans are in the Pennsylvania market $62 million of loans are in Arizona and other markets $37.6 million in non-performing assets $8.5 million of non-performing assets are in the Pennsylvania market $29.2 million of non-performing assets are in Arizona and other markets Problem assets are primarily out of market, have been thoroughly reviewed and are adequately reserved for in NWBI's pricing of the transaction (estimated loan mark of $7 million will enhance the current reserve of $5.7 million) Price adjustment mechanism if interim loss provision exceeds threshold of $7 million Walk away provision if delinquent loans(1) exceeds threshold of $48 million (1) Delinquent Loans shall mean (i) all loans with principal and/or interest that are 45 or more days past due and still accruing interest, (ii) all loans with principal and/or interest that are non-accruing or classified as non- accrual, (iii) all Other Real Estate Owned, (iv) all net charge-offs occurring after the date of this Agreement, and (v) all losses recognized by NexTier on the sale of any loans occurring after the date of this Agreement; provided that "NexTier Delinquent Loans" shall be as determined by (in the following descending order of priority in the case of any conflict or discrepancy), any (1) Regulatory Authority (regardless of whether such determination by a Regulatory Authority is formal or informal or communicated in writing or otherwise), (2) NexTier's external auditors, or (3) any independent third party who produces a report or analysis on which NexTier's board of directors, any committee thereof, or management relies in determining NexTier's loan loss provision, or any adjustment thereto.

Extensive Credit Review Process 6 NexTier engaged a third party credit review firm in December 2009 who reviewed 222 commercial loans with an aggregate balance of $240 mm (70%) NWBI engaged a third party credit review firm in March 2010 who reviewed 129 loans with an aggregate balance of $175 mm (62% of commercial portfolio) including all watch and past due loans over $500k, the 50 largest credit relationships and Arizona loans over $1 mm NWBI anticipates an incremental loan mark of $7 mm Pro Forma Texas Ratio of 14.5% Pro Forma NPLs / Loans of 2.46% Due Diligence NexTier has aggressively charged off problem credits Credit Quality NexTier's Loan Portfolio YTD 12/31/2006 12/31/2007 12/31/2008 12/31/2009 03/31/2010 NPLs / Loans 0.35 1.66 1.15 6.19 6.70 NCOs / Avg. Loans 0.05 0.28 0.66 3.55 2.89 NWBI's Loan Portfolio YTD 12/31/2006 12/31/2007 12/31/2008 12/31/2009 03/31/2010 NPLs / Loans 0.91 1.03 1.91 2.35 2.16 NCOs / Avg. Loans 0.14 0.14 0.19 0.51 0.33 For the year ended For the year ended

Transaction Highlights 7 Northwest Savings Bank NexTier Bank, NA Acquisition Criteria NexTier Transaction Preference for in-market transactions NWBI's market share moves from #7 in Butler County to #2 Adds 12 branches and $345 mm of deposits in Butler County Adds 3 branches and $64 mm of deposits in Allegheny County Adds 1 branch with $19 mm of deposits in Armstrong County Improves the deposit mix 38% demand deposits Cost of deposits of 0.58% Adds complementary products / services Insurance Wealth management Armored courier services Fit NWBI's current market president came from NexTier Footprint Complements NWBI's existing North Pittsburgh branches

Market Share 8 Allegheny Deposit Market Share Armstrong Deposit Market Share Butler Deposit Market Share Deposit market share as of June 30, 2009 and June 30, 2008. Rank Institution (ST) 2009 Number of Branches 2009 Total Deposits in Market ($000) 2009 Total Market Share (%) 2008 Total Deposits in Market ($000) 2008 Total Market Share (%) 1 PNC Financial Services Group (PA) 10 802,727 26.43 752,165 26.40 2 Pro Forma Combined 16 484,323 15.95 455,194 15.98 2 Nextier Incorporated 12 345,894 11.39 321,387 11.28 3 Royal Bank of Scotland Group 9 330,023 10.87 271,343 9.53 4 F.N.B. Corp. (PA) 8 261,503 8.61 279,331 9.81 5 Huntington Bancshares Inc. (OH) 6 258,613 8.51 234,505 8.23 6 Mars National Bank (PA) 5 198,946 6.55 168,896 5.93 7 Northwest Bancshares, Inc. (PA) 4 138,429 4.56 133,807 4.70 8 Dollar Bank FSB (PA) 2 135,382 4.46 139,684 4.90 9 First Niagara Finl Group (NY) 2 131,194 4.32 133,241 4.68 10 First Commonwealth Financial (PA) 6 123,878 4.08 111,738 3.92 Top 10 64 2,726,589 89.78 2,546,097 89.38 Total For Institutions In Market 79 3,037,205 100.00 2,848,699 100.00 Rank Institution (ST) 2009 Number of Branches 2009 Total Deposits in Market ($000) 2009 Total Market Share (%) 2008 Total Deposits in Market ($000) 2008 Total Market Share (%) 1 PNC Financial Services Group (PA) 114 28,450,411 53.66 29,377,459 55.27 2 Bank of New York Mellon Corp. (NY) 6 6,810,712 12.85 7,942,458 14.94 3 Royal Bank of Scotland Group 77 4,150,150 7.83 3,852,445 7.25 4 Dollar Bank FSB (PA) 25 2,556,047 4.82 2,406,330 4.53 5 First Niagara Finl Group (NY) 33 2,277,848 4.30 2,139,090 4.02 6 TriState Capital Holdings Inc. (PA) 1 1,219,138 2.30 515,828 0.97 7 First Commonwealth Financial (PA) 36 1,140,388 2.15 1,035,257 1.95 8 Huntington Bancshares Inc. (OH) 16 975,516 1.84 795,505 1.50 9 Parkvale Financial Corp. (PA) 28 868,021 1.64 854,372 1.61 10 Pro Forma Combined 21 722,409 1.36 724,060 1.36 10 F.N.B. Corp. (PA) 24 715,838 1.35 671,158 1.26 11 Northwest Bancshares, Inc. (PA) 18 658,526 1.24 665,411 1.25 23 Nextier Incorporated 3 63,883 0.12 58,649 0.11 Top 10 378 49,822,595 93.98 50,255,313 94.55 Total For Institutions In Market 465 53,020,588 100.00 53,152,096 100.00 Rank Institution (ST) 2009 Number of Branches 2009 Total Deposits in Market ($000) 2009 Total Market Share (%) 2008 Total Deposits in Market ($000) 2008 Total Market Share (%) 1 Farmers & Merchants Bancorp (PA) 7 310,300 28.57 307,630 29.68 2 Keystrong Financial Inc. (PA) 3 152,521 14.04 141,142 13.62 3 Royal Bank of Scotland Group 3 127,459 11.74 100,403 9.69 4 S&T Bancorp Inc. (PA) 3 87,164 8.03 82,838 7.99 5 Pro Forma Combined 2 80,364 7.40 80,389 7.76 5 First Commonwealth Financial (PA) 2 72,571 6.68 76,046 7.34 6 Armstrong County Building (PA) 1 65,677 6.05 61,324 5.92 7 Apollo Bancorp Inc. (PA) 4 64,744 5.96 61,025 5.89 8 Northwest Bancshares, Inc. (PA) 1 61,611 5.67 63,412 6.12 9 F.N.B. Corp. (PA) 2 50,534 4.65 50,029 4.83 10 PNC Financial Services Group (PA) 1 48,645 4.48 48,109 4.64 12 Nextier Incorporated 1 18,753 1.73 16,977 1.64 Top 10 27 1,041,226 95.87 991,958 95.72 Total For Institutions In Market 29 1,086,020 100.00 1,036,641 100.00

Composition of Deposits 9 NWBI December 2005 NWBI December 2009 NexTier December 2009 Pro Forma December 2009 Cost of Deposits: 2.35% Cost of Deposits: 1.79% Cost of Deposits: 0.78% Cost of Deposits: 1.71% Cost of deposits for each respective year. Transaction 18.3% MMDA & Savings 29.3% Certificates of Deposit 52.4% Transaction 22.3% MMDA & Savings 31.0% Certificates of Deposit 46.7% Transaction 29.5% MMDA & Savings 52.4% Certificates of Deposit 18.1% MMDA & Savings 32.8% Transaction 22.9% Certificates of Deposit 44.3%

Composition of Loan Portfolio 10 NWBI December 2005 NWBI December 2009 NexTier December 2009 Pro Forma December 2009 Yield: 6.23% Yield: 6.17% Yield: 5.67% Yield: 6.14% Yield on loans for each respective year. Commercial Business 3.3% One-to-Four Family 59.5% Multi-Family & Commerical 12.6% Consumer & Home Equity 24.6% Commercial Business 7.0% One-to-Four Family 44.1% Consumer & Home Equity 25.6% Multi-Family & Commerical 23.3% Consumer & Home Equity 11.6% Commercial Business 12.3% Construction 6.8% One-to-Four Family 16.6% Multi-Family & Commerical 52.7% One-to-Four Family 42.2% Commercial Business 7.4% Consumer & Home Equity 24.7% Construction 0.5% Multi-Family & Commerical 25.2%