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):  December 26, 2017

(Exact name of registrant as specified in its charter)

Delaware	000-10537	36-3143493
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

37 South River Street
Aurora, Illinois  60507
(Address of principal executive offices) (Zip code)

(630) 892-0202
(Registrant’s telephone number, including area code)

N/A

(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):

¨ 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 check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

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 7.01Regulation FD Disclosure.

On December 22, 2017, President Donald Trump signed into law H.R.1, known as the “Tax Cuts and Jobs Act,” which makes widespread changes to the Internal Revenue Code, including, among other items, a reduction in the federal corporate tax rate to 21%, effective January 1, 2018.  As a result, Old Second Bancorp, Inc., based on currently available information, has preliminarily determined that it expects to record a valuation allowance with respect to its deferred tax assets in the fourth quarter of 2017, in an estimated range of between $9 million to $11 million.  Our actual valuation allowance may vary materially from the estimated amount due to uncertainties in our preliminary review.

The information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Old Second Bancorp, Inc. under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01Other Events.

On December 26, 2017, Old Second Bancorp, Inc. announced the signing of a definitive agreement and plan of merger (the “Agreement”) to acquire Greater Chicago Financial Corp. and its wholly-owned bank subsidiary, ABC Bank, in an all-cash transaction.  Under the terms of the Agreement, Old Second Bancorp, Inc. will acquire all of the outstanding common stock of Greater Chicago Financial Corp. in a transaction valued at approximately $41.1 million.  ABC Bank had total assets of $350.4 million as of September 30, 2017, including $246.3 million of total loans.  The boards of Old Second Bancorp, Inc. and Greater Chicago Financial Corp. unanimously approved the transaction which is subject to regulatory approval and customary closing conditions, including the approval by the shareholders of Greater Chicago Financial Corp.  A copy of the press release and a summary presentation related to the transaction are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

99.1 Press Release dated December 26, 2017.

99.2Acquisition Announcement Summary Presentation dated December 26, 2017.

Cautionary Note Regarding Forward-Looking Statements

This Form 8-K contains forward-looking statements within the meaning of the federal securities laws. These forward looking statements include, without limitation, statements regarding our preliminary conclusion that we will need to record a valuation allowance with respect to our deferred tax assets and the timing and estimated range of such valuation allowance.  Words such as “expect,” “anticipate,” “believes,” “estimated,” “approximately,” “continued,” “should,” “will” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements are subject to risks, uncertainties, and other factors, including uncertainties in our preliminary review of, and additional analysis with respect to, the impact of H.R.1., as well as additional risks and uncertainties contained in the “Risk Factors” and forward-looking statements disclosure contained in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, any or all of which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Therefore, we can give no assurance that the results and estimates contemplated in the forward-looking statements will be realized. The inclusion of this forward-looking information should not be construed as a representation by Old Second Bancorp, Inc. or any person that future events, plans, or expectations contemplated by Old Second Bancorp, Inc. will be achieved. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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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.

	OLD SECOND BANCORP, INC.
Dated: December  26, 2017	By:	/s/ Bradley S. Adams
	Name:	Bradley S. Adams
	Title:	Executive Vice President
		and Chief Financial Officer

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EX-99.1

Exhibit 99.1

(NASDAQ:OSBC)

FOR IMMEDIATE RELEASE

December 26, 2017

FOR MORE INFORMATION CONTACT:

Brad Adams, Chief Financial Officer — Old Second Bancorp, Inc., (630) 906-5484

Sam Scott, Chairman — Greater Chicago Financial Corp., (989) 269-1869

OLD SECOND ANNOUNCES STRATEGIC ACQUISITION OF GREATER CHICAGO FINANCIAL CORP.

Old Second Bancorp, Inc. (Nasdaq: OSBC) and Greater Chicago Financial Corp. jointly announced today the signing of a definitive agreement and plan of merger (the “Agreement”) whereby Old Second Bancorp, Inc. will acquire Greater Chicago Financial Corp. and its wholly-owned bank subsidiary, ABC Bank, in an all cash transaction. Under the terms of the Agreement, Old Second Bancorp will acquire all of the outstanding common stock of Greater Chicago Financial Corp. in a transaction valued at approximately $41.1 million.

Sam Scott,  Chairman of Greater Chicago Financial Corp., stated, “I am proud of the Bank our team has built and the positive impact we have had on the communities we serve. We believe this transaction offers benefits to our customers and the communities we serve, value for our shareholders and opportunities for our employees. We are pleased to partner with Old Second, an organization with a demonstrated commitment to its communities.  We want to assure ABC Bank customers, shareholders and employees that we will work to make the process as smooth as possible as we progress towards the closing of the transaction.”

“We are extremely pleased to announce the acquisition of Greater Chicago Financial Corp. and ABC Bank,” commented James Eccher, President and Chief Executive Officer of Old Second Bancorp. “ABC Bank’s four offices and more than a  century of service in the Chicago market are a great complement to our existing footprint.  ABC Bank’s track record in meeting the credit needs of its communities is exemplary.   This opportunity increases our presence in the city,  allows us to leverage our existing capital and will provide customers of ABC Bank with an expanded menu of deposit,  lending and financial management products.”

ABC Bank had total assets of $350.4 million as of September 30, 2017, including $246.3 million of total loans.  The consideration represents approximately 119% of Greater Chicago Financial Corp.’s tangible book value as of September 30, 2017.  Old Second Bancorp will acquire and simultaneously retire $6.3 million of outstanding subordinated debentures of Greater Chicago Financial Corp.  The ultimate per share consideration for shareholders of Greater Chicago Financial Corp. will depend upon the conversion election of holders of approximately $2.0 million of subordinated debentures that are convertible to common stock.  The Agreement requires the purchase price to be increased by an amount equal to the aggregate amount of outstanding principal and accrued but unpaid interest of such converted indebtedness actually converted into Greater Chicago Financial Corp. common stock.  Under the terms of the Agreement, which has been unanimously approved by the boards of directors of both companies, Greater Chicago Financial Corp. will merge into Old Second Bancorp and ABC Bank will merge into Old Second Bancorp’s wholly-owned bank subsidiary, Old Second National Bank.  Completion of the transaction is subject to certain closing conditions, including customary regulatory approvals and the approval of the shareholders of Greater Chicago Financial Corp.  

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The transaction is expected to close in the second quarter of 2018. Old Second Bancorp expects the acquisition to be immediately accretive to earnings per share, exclusive of transaction and integration related expenses, and to yield a tangible book value earn back of approximately two years. 

Greater Chicago Financial Corp. was advised by the investment banking firm of D.A. Davidson & Co. and the law firm of Robbins Salomon & Patt, Ltd.    Old Second Bancorp, Inc. was represented by the law firm of Nelson Mullins Riley & Scarborough LLP.

About Old Second Bancorp, Inc.

Old Second Bancorp, Inc., headquartered in Aurora, Illinois, is the bank holding company for Old Second National Bank, which operates 25 banking offices across seven counties in northern Illinois.  At September 30, 2017,  Old Second Bancorp had $2.36 billion in assets. Old Second Bancorp, Inc.’s common stock trades on The NASDAQ Stock Exchange under the symbol OSBC. More information about Old Second Bancorp is available by visiting the “Investor Relations” section of its website www.oldsecond.com.

About Greater Chicago Financial Corp.

ABC Bank was incorporated in 1891 as Austin State Bank by the Castle Brothers. In 1987, Greater Chicago Financial Corp., a closely held nonpublic corporation, acquired Austin Bank of Chicago.  After 25 years, Austin Bank of Chicago was rebranded to what is now known as ABC Bank.

Cautionary Note Regarding Forward-Looking Statements

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: “expect,” “anticipate,” “intend,” “plan,” “seek,” “believe,” “may,” “should,” “will” and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements relating to the expected timing of the closing of the transaction and the expected impact of the transaction on Old Second Bancorp’s future financial performance (including that it will be immediately accretive to earnings per share and the tangible book value earn back period).

Pro forma financial information is not a guarantee of future results and is presented for informational purposes only.  Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors (“risk factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements.  All forward-looking statements speak only as of the date of this press release. Neither Old Second Bancorp, Inc. nor Greater Chicago Financial Corp. undertakes any duty to update any forward-looking statement made herein. Risk factors relating both to the transaction and the integration of Greater Chicago Financial Corp. into Old Second Bancorp after closing include, with limitation:

· Completion of the transaction is dependent on, among other things, receipt of regulatory approvals and receipt of Greater Chicago Financial Corp. shareholder approval, the timing of which cannot be predicted with precision at this point and which may not be received at all;

· The impact of the completion of the transaction on Old Second Bancorp’s and Greater Chicago Financial Corp.’s financial statements will be affected by the timing of the transaction;

· The transaction may be more expensive to complete and the anticipated benefits, including estimated cost savings and anticipated strategic gains, may be significantly harder or take longer to achieve than expected or may not be achieved in their entirety as a result of unexpected factors or events;

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· The integration of Great Chicago Financial Corp.’s business and operations into Old Second Bancorp, which will include conversion of Great Chicago Financial Corp.’s operating systems and procedures, may take longer than anticipated or be more costly than anticipated or have unanticipated adverse results relating to Great Chicago Financial Corp.’s or Old Second Bancorp's existing businesses; and

· Old Second Bancorp’s ability to achieve anticipated results from the transaction is dependent on the state of the economic and financial markets going forward. Specifically, Old Second Bancorp may incur more credit losses than expected, cost savings may be less than expected and customer attrition may be greater than expected.

These and other risk factors are representative of the risk factors that may emerge and could cause a difference between an ultimate actual outcome and a forward-looking statement. See Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2016 for a description of some additional risk factors that may affect actual outcomes.

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EX-99.2

Exhibit 99.2

Old Second  Bancorp, inc. Announces Acquisition of Greater Chicago Financial Corp. And Its Primary Subsidiary: ABC Bank your community Bank Since 1891

Old Second 2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the statements in this presentation 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: "expect," “assumption,” "anticipate," "intend," "plan," "seek," "believe," "may," "should," "will" and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements relating to the expected timing of the closing of the transaction and the expected impact of the transaction on Old Second Bancorp’s future financial performance (including expected cost saves, the net fair value marks on the acquired loans, estimated transaction and merger-related expenses, that the transaction will be immediately accretive to earnings per share, the tangible book value earn back period and estimated and approximate pro forma capital ratios at closing). Pro forma financial information is not a guarantee of future results and is presented for informational purposes only. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors (“risk factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. All forward-looking statements speak only as of the date of this presentation. Neither Old Second Bancorp, Inc. nor Greater Chicago Financial Corp. undertakes any duty to update any forward-looking statement made herein. Risk factors relating both to the transaction and the integration of Greater Chicago Financial Corp. into Old Second Bancorp after closing include, without limitation: • Completion of the transaction is dependent on, among other things, receipt of regulatory approvals and receipt of Greater Chicago Financial Corp. shareholder approval, the timing of which cannot be predicted with precision at this point and which may not be received at all; • The impact of the completion of the transaction on Old Second Bancorp’s and Greater Chicago Financial Corp.’s financial statements will be affected by the timing of the transaction; • The transaction may be more expensive to complete and the anticipated benefits, including estimated cost savings and anticipated strategic gains, may be significantly harder or take longer to achieve than expected or may not be achieved in their entirety as a result of unexpected factors or events; • The integration of Greater Chicago Financial Corp.’s business and operations into Old Second Bancorp, which will include conversion of Greater Chicago Financial Corp.’s operating systems and procedures, may take longer than anticipated or be more costly than anticipated or have unanticipated adverse results relating to Greater Chicago Financial Corp.’s or Old Second Bancorp's existing businesses; and • Old Second Bancorp’s ability to achieve anticipated results from the transaction is dependent on the state of the economic and financial markets going forward. Specifically, Old Second Bancorp may incur more credit losses than expected , cost savings may be less than expected and customer attrition may be greater than expected. These and other risk factors are representative of the risk factors that may emerge and could cause a difference between an ultimate actual outcome and a forward-looking statement. See Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2016, for a description of some additional risk factors that may affect actual outcomes. Forward-Looking Statements

3 Acquisition of Greater Chicago Financial Corp. Old Second Branches ABC Bank Branches Old Second ABC Bank Pro Forma Greater Chicago Financial Corp. total assets of $350 million as of September 30, 2017, including $241 million of net total loans More than a century of service to the community 4 branch locations and $270 million in deposits Call Report Information for ABC Bank Maintains the character of Old Second’s deposit base with high concentration in noninterest-bearing demand deposits Opportunity for additional core deposit growth driven by middle market commercial business expansion Deposit mix composition will further improve from elimination of brokered CDs 30% 50% 20% Non Int DDA SAV NOW MM CD's 21% 34% 45% Non Int DDA SAV NOW MM CD's 28% 50% 22% Non Int DDA SAV NOW MM CD's Highlights ($000) 09/16 Q 12/16 Q 03/17 Q 06/17 Q 09/17 Q Total Assets 339,710 326,324 340,847 352,014 351,065 Total Loans & Leases 233,673 233,135 243,286 248,596 247,041 Total Deposits 262,800 258,612 266,438 272,378 270,426 Full-time Employees (Actual) 88 88 86 80 79 Net Income 576 873 828 245 886

Transaction Overview The cash consideration of $41.1 million represents 119% of Greater Chicago Financial Corp.’s tangible book value as of September 30, 2017 Transaction assumptions: 30% annual cost saves with full run-rate realized in 2019 Estimated 3.7% net fair value mark on acquired loans ($4 million more than existing LLR) $4 million in transaction and merger-related expenses Expected to close in the second quarter of 2018 No growth is assumed on the acquired balance sheet over the forecast model With synergies fully achieved, Old Second expects the $41.1 million purchase price to reflect a multiple of approximately 8.6x annual acquired run-rate earnings under the new tax law Transaction estimated to add approximately $0.07 to 2018 earnings per diluted share under the new tax law exclusive of transaction and merger-related expenses Transaction estimated to add approximately $0.16 to 2019 earnings per diluted share under the new tax law Inclusive of transaction and merger-related expenses, Old Second expects the transaction to yield a tangible book value earn back of approximately 2 years with an IRR well in excess of 20% Old Second will acquire and simultaneously retire $6.3 million of subordinated debentures of Greater Chicago Financial Corp. Approximately $2 million of this amount is convertible to common stock prior to the expected close of the transaction. The purchase price will be adjusted upward dollar for dollar, by the principal amount and any accrued but unpaid interest of any converted debentures Old Second will utilize existing cash resources to fund the transaction. Estimated and approximate pro-forma consolidated capital ratios at closing: 7.00% TCE/TA, 8.25% Tier 1 Leverage, 11.00% Total Capital