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):   April 30, 2021

Northwest Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-34582	27-0950358
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer
of incorporation)		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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, 0.01 Par Value	NWBI	NASDAQ Stock Market, LLC

    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:

☐ 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))

    Indicate by a check mark whether the registrant is an emerging growth company as defined in rule 405 of the Securities Act of 1933 ( § 230.405 of this chapter) or rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange act. ☐

Item 2.01     Completion of Acquisition or Disposition of Assets

On April 30, 2021, Northwest Bank, a Pennsylvania-chartered savings bank and subsidiary of Northwest Bancshares, Inc., a Maryland corporation (the “Company”), completed the sale of The Bert Company (doing business as Northwest Insurance Services) (“NWIS”) to USI Insurance Services LLC (“Buyer”) in accordance with the Asset Purchase Agreement (the “Agreement”), dated April 1, 2021. Pursuant to the Agreement, Buyer purchased substantially all of the assets of NWIS and assumed certain liabilities of NWIS.

Consistent with the terms and conditions in the Agreement, at the closing of the transaction (the “Closing”), an aggregate purchase price of $31.8 million was paid in cash by the Buyer to the Company, less approximately $2.8 million in closing adjustments as set forth in the Agreement.

A copy of the press release announcing the consummation of the Agreement is filed herewith as Exhibit 99.1.

Item 9.01                                           Financial Statements and Exhibits

        (d)     Exhibits. The following exhibit is being filed herewith:

Exhibit No.	Description
1.1	Asset Purchase Agreement, dated as of April 1, 2021, by and among The Bert Company (doing business as Northwest Insurance Services), USI Insurance Services LLC, and Northwest Bank (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K of the Company (File No. 001-34582), filed with the Securities and Exchange Commission on April 6, 2021)*
99.1	Press release dated May 3, 2021

* Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K

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 3, 2021	By:	/s/ William W. Harvey, Jr.
			William W. Harvey, Jr.
			Chief Financial Officer

EX-99.1

FOR IMMEDIATE RELEASE Contacts: Timothy Denton USI Insurance Services 914-747-6339 timothy.denton@usi.com Edward J. Bowler USI Insurance Services 914-749-8504 ed.bowler@usi.com Melanie Clabaugh Northwest Bank 814-728-7328 melanie.clabaugh@northwest.com USI Insurance Services Completes Acquisition of Insurance Business Offered Through Northwest Insurance Services New Partnership Expands USI’s Commercial, Employee Benefit and Personal Risk Expertise VALHALLA, N.Y. and WARREN, Pa., May 3, 2021 – USI Insurance Services (“USI”), a world leader in risk management, employee benefit and retirement plan consulting, today announced the completion of its acquisition of the insurance business offered through Northwest Insurance Services from Northwest Bank, a subsidiary of Northwest Bancshares, Inc. (NASDAQ: NWBI). Northwest Insurance Services is a wholly-owned subsidiary of Northwest Bank, offering property and casualty, life, disability and long-term care insurance, as well as group health, life and disability employee benefits. Northwest Bank’s President and CEO, Ron Seiffert stated: “In searching for the right partner for our insurance business, we had two key requirements – positioning our Insurance Services group with a proven industry leader in property and casualty insurance, employee benefits, personal risk and retirement consulting, and partnering with an established firm that would continue to value the contributions of all Northwest Insurance Services employees. USI met both requirements, and I am confident their national capabilities, delivered through longstanding, passionate and committed local service teams, will continue to deliver the superior level of service and solutions our clients have come to expect.” USI’s Chairman and CEO, Michael J. Sicard added: “We are thrilled to welcome the clients and talented professionals from Northwest Insurance Services to USI. Partnering together, we look forward to delivering a uniquely exceptional and impactful experience for our current and future clients through the USI ONE Advantage®.” About USI USI is one of the largest insurance brokerage and consulting firms in the world, delivering property and casualty, employee benefits, personal risk, program and retirement solutions to large risk management clients, middle market companies, smaller firms and individuals. USI connects over 8,000 industry-leading professionals from approximately 200 offices to serve clients’ local, national and international needs. USI has become a premier insurance brokerage and consulting firm by leveraging the USI ONE Advantage®, an interactive platform that integrates proprietary and innovative client solutions, networked local resources and enterprise-wide collaboration to deliver customized results with positive, bottom line impact. USI attracts best-in-class industry talent with a long history of deep and continuing investment in our local communities. For more information, visit usi.com or follow us on LinkedIn, Facebook or Twitter. About Northwest Bancshares, Inc. Northwest Bancshares, Inc. is the holding company of Northwest Bank, which is headquartered in Warren,

Pennsylvania. Founded in 1896, Northwest Bank is a full-service financial institution offering a complete line of business and personal banking products, as well as employee benefits and wealth management services. As of March 31, 2021, Northwest operated 162 full-service community banking offices and eight free standing drive- through facilities in Pennsylvania, New York, Ohio and Indiana. Northwest Bancshares, Inc.’s common stock is listed on the NASDAQ Global Select Market (“NWBI”). Additional information regarding Northwest Bancshares, Inc. and Northwest Bank can be accessed on-line at www.northwest.com. ###

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Cover Page Document	Apr. 06, 2021
Cover page. [Abstract]
Document Type	8-K
Entity Registrant Name	Northwest Bancshares, Inc.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-34582
Entity Tax Identification Number	27-0950358
Entity Address, Address Line One	100 Liberty Street
Entity Address, City or Town	Warren
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	16365
City Area Code	814
Local Phone Number	726-2140
Title of 12(b) Security	Common Stock, 0.01 Par Value
Trading Symbol	NWBI
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001471265
Amendment Flag	false