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 8, 2018
MACKINAC FINANCIAL CORPORATION
(previous filings under the name NORTH COUNTRY FINANCIAL CORPORATION)
(Exact name of registrant as specified in its charter)
Michigan |
|
0-20167 |
|
38-2062816 |
130 South Cedar Street
Manistique, Michigan 49854
(Address of Principal Executive Offices) (Zip Code)
(888) 343-8147
(Registrants 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:
x 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))
o Indicate by 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).
o 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 1.01 Entry into a Material Definitive Agreement.
On February 8, 2018, Mackinac Financial Corporation, a Michigan corporation (Mackinac), MFNC Acquisition, LLC, a Michigan limited liability company and wholly-owned subsidiary of Mackinac (MFNC) and First Federal of Northern Michigan Bancorp, Inc., a Maryland corporation (First Federal), the owner of First Federal of Northern Michigan, a federal stock savings association (First Federal Bank) entered into a First Amendment (the Amendment) to the Agreement and Plan of Merger dated as of January 16, 2018 (the Merger Agreement), by and among Mackinac, MFNC and First Federal, pursuant to which First Federal will merge with and into MFNC (the Merger), with MFNC as the surviving entity in the Merger. The Merger Agreement also provides that, effective upon a consummation of the Merger, First Federal Bank will merger with and into mBank, a Michigan state-chartered bank and wholly-owned subsidiary of Mackinac.
The Amendment amends the definition of Adjusted First Federal Shareholders Equity in the original Merger Agreement to exclude any gains and losses realized on the sale of securities by First Federal prior to closing that are approved in writing by Mackinac.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 2.1 and incorporated by reference herein.
Important Additional Information
Communications in this Current Report on Form 8-K do not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed Merger, Mackinac will file with the Securities and Exchange Commission (the SEC) a Registration Statement on Form S-4 that will include a preliminary Proxy Statement of First Federal and a preliminary Prospectus of Mackinac (the Proxy Statement/Prospectus), as well as other relevant documents concerning the Merger. SHAREHOLDERS AND INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the Proxy Statement/Prospectus and other documents containing important information about Mackinac and First Federal, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Mackinac are available free of charge on Mackinacs website at www.bankmbank.com under the tab MFNC Investor Relations, and then under the tab SEC Filings.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished herewith:
No. |
|
Description |
|
|
|
2.1 |
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
MACKINAC FINANCIAL CORPORATION | |
|
|
|
Date: February 13, 2018 |
By: |
/s/ Jesse A. Deering |
|
|
Jesse A. Deering |
|
|
Executive Vice President/Chief Financial Officer |
EXECUTION VERSION
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
by and among:
MACKINAC FINANCIAL CORPORATION,
a Michigan corporation;
MFNC ACQUISITION, LLC,
a Michigan limited liability company;
and
FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC.,
a Maryland corporation.
Dated as of February 8, 2018
THIS AMENDMENT NO. 1 (the Amendment) is dated February 8, 2018, and is made to the AGREEMENT AND PLAN OF MERGER (the Agreement), dated as of January 16, 2018, by and among MACKINAC FINANCIAL CORPORATION, a Michigan corporation (Mackinac), MFNC ACQUISITION, LLC, a Michigan limited liability company (MergerSub) and FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC., a Maryland corporation (First Federal).
WHEREAS, the parties have previously entered into the Agreement; and
WHEREAS, the parties now desire to amend the Agreement as set forth in this Amendment;
NOW, THEREFORE, for other good and valuable consideration, and intending to be legally bound, the parties hereto agree as follows:
1. The definition of Adjusted First Federal Shareholders Equity as set forth in Section 9.9 of the Agreement is hereby amended in its entirely as follows:
Adjusted First Federal Shareholders Equity means the consolidated equity of First Federal as set forth on the balance sheet of First Federal on the First Federal Measuring Date, computed in accordance with GAAP, (i) excluding any changes occurring after December 31, 2017, in First Federals accumulated other comprehensive income account, (ii) excluding any gains and losses realized on the sale of securities by First Federal that are approved in writing by Mackinac, and (iii) after adding the First Federal Closing Expenses.
2. Except as expressly modified by this Amendment, the terms and conditions of the Agreement will remain unchanged and in full force and effect, and are expressly incorporated by reference in this Amendment. In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment will prevail.
SIGNATURES ON THE FOLLOWING PAGE
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.
|
MACKINAC FINANCIAL CORPORATION | |
|
| |
|
| |
|
By: |
/s/ Paul Tobias |
|
Name: |
Paul D. Tobias |
|
Title: |
Chairman and Chief Executive Officer |
|
|
|
|
|
|
|
MFNC ACQUISITION, LLC | |
|
| |
|
| |
|
By: |
/s/ Paul Tobias |
|
Name: |
Paul Tobias |
|
Title: |
Chairman and Chief Executive Officer of Mackinac Financial Corporation, its sole member |
|
|
|
|
|
|
|
FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC. | |
|
| |
|
|
|
|
By: |
/s/ Michael W. Mahler |
|
Name: |
Michael W. Mahler |
|
Title: |
Chief Executive Officer |