425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 5, 2016
Horizon Bancorp
(Exact Name of Registrant as Specified in Its Charter)
Indiana	000-10792	35-1562417
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
515 Franklin Square, Michigan City, Indiana		46360
(Address of Principal Executive Offices)		(Zip Code)
(219) 879-0211
(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:

T	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))

Item 8.01.  Other Events

On February 5, 2016, Horizon Bancorp (“Horizon”) and Kosciusko Financial, Inc. (“Kosciusko”) issued a joint press release announcing the signing of a definitive merger agreement pursuant to which, on the terms and subject to the conditions set forth therein, Kosciusko will merge with and into Horizon, with Horizon as the surviving corporation in the merger. A copy of the joint press release announcing the transaction is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

In addition, Horizon intends to provide supplemental information regarding the proposed transaction in connection with presentations to analysts and investors. A copy of the slides that will be made available in connection with the presentations is attached hereto as Exhibit 99.2.

***

Important Additional Information and Where to Find It

In connection with the proposed merger, Horizon will file with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 to register the securities that the Kosciusko shareholders will receive if the transaction is consummated. The Registration Statement will include a Proxy Statement of Kosciusko and a Prospectus of Horizon, as well as other relevant documents concerning the proposed transaction. The proposed transaction will be submitted to Kosciusko’s shareholders for their consideration. SHAREHOLDERS AND INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

The Proxy Statement/Prospectus and other relevant materials (when they become available), and any other documents Horizon has filed with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents Horizon has filed with the SEC in two ways, either (i) by contacting Dona Lucker, Shareholder Relations Officer, 515 Franklin Square, Michigan City, Indiana 46360, telephone: (219) 874-9272 or via a request form available on Horizon’s website at www.horizonbank.com under the tab “About Us – Investor Relations – Other Information – Information Request,” or (ii) at www.horizonbank.com under the tab “About Us – Investor Relations – Documents – SEC Filings.” The information available through Horizon’s website is not and shall not be deemed part of this Form 8-K or incorporated by reference into other filings Horizon makes with the SEC.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.

Horizon and Kosciusko and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Kosciusko in connection with the proposed merger. Information about the directors and executive officers of Horizon is set forth in Horizon’s Annual Report on Form 10-K filed with the SEC on March 13, 2015, and in the proxy statement for Horizon’s 2015 annual meeting of shareholders, as filed with the SEC within a Registration Statement on Form S-4/A on May 22, 2015. Additional information regarding the interests of these participants and any other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.

Forward Looking Statements

This communication may contain forward-looking statements regarding the financial performance, business prospects, growth and operating strategies of Horizon. For these statements, Horizon claims the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements in this communication should be considered in conjunction with the other information available about Horizon, including the information in the filings we make with the SEC. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance.

Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include risk factors relating to the banking industry and the other factors detailed from time to time in Horizon’s reports filed with the SEC, including those described in “Item 1A Risk Factors” of Part I of Horizon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Horizon does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.

Item 9.01  Financial Statements and Exhibits

(d)  Exhibits
Exhibit No.	Description
99.1	Joint Press Release, dated February 5, 2016
99.2	Investor Slideshow Presentation, dated February 5, 2016

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 hereto duly authorized.

Date: February 5, 2016	Horizon Bancorp
	By:	/s/ Mark E. Secor
		Mark E. Secor
		Executive Vice President and Chief Financial Officer

 EXHIBIT INDEX

Exhibit No.	Description	Location
99.1	Joint Press Release, dated February 5, 2016	Attached
99.2	Investor Slideshow Presentation, dated February 5, 2016	Attached

EX-99.1

 

Filed by Horizon Bancorp pursuant to

Rule 425 under the Securities Act of 1933

Subject Company: Horizon Bancorp

Commission File No. 000-10792

Date: February 5, 2016

FOR IMMEDIATE RELEASE

Horizon Bancorp and Kosciusko Financial, Inc.

Announce the Signing of a Merger Agreement

Michigan City, IN and Mentone, IN (February 5, 2016) – Horizon Bancorp (NASDAQ GS: HBNC, “Horizon”) and Kosciusko Financial, Inc. (Privately Held “Kosciusko”), today announced they have executed a definitive agreement whereby Horizon will acquire Kosciusko and its wholly-owned subsidiary, Farmers State Bank, an Indiana state chartered bank, through a stock and cash merger.

Under the terms of the merger agreement, shareholders of Kosciusko will have the option to receive $81.75 per share in cash or 3.0122 shares of Horizon common stock for each share of Kosciusko’s common stock or a combination thereof, provided the overall shares exchanged consist of 65% stock and 35% cash. Based upon the February 3, 2016, closing price of $23.99 per share of Horizon common stock, the transaction has an implied valuation of approximately $22.5 million.

Established in 1892 and headquartered in Mentone, Indiana, Kosciusko, through its wholly-owned subsidiary Farmers State Bank, serves northeast Indiana with five full-service banking locations.  As of December 31, 2015, Kosciusko had total assets of approximately $148.2 million and total equity of $16.5 million, translating to an equity to asset ratio of 11.1%.

Horizon Bancorp is a community bank holding company headquartered in Michigan City, Indiana with total assets of $2.7 billion as of December 31, 2015.  Horizon Bancorp’s wholly-owned subsidiary, Horizon Bank, NA (“Horizon Bank”), still operates under its original charter, dating back to 1873, with forty-six offices extending throughout northern and central Indiana and southwestern and central Michigan.

“We are enthusiastic about this merger, as it is consistent with Horizon’s philosophy of partnering with banks that hold core values similar to ours and a commitment to serving their local communities,” said Horizon’s Chairman and Chief Executive Officer, Craig M. Dwight.  “Farmers State Bank was founded with the goal of People First Banking, which complements Horizon’s value of customers being our #1 focus.  Horizon will add value to Farmers State Bank’s customer base through our customer service guarantees, extensive product menu and on-line banking services.  In addition, Farmers State Bank’s agricultural, business banking and mortgage lending services align well with Horizon’s primary revenue streams.  We believe our complementary product offerings and commitment to engaging the local community is a winning combination for our shareholders, employees, customers and the community at large.”

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Page 2: Cont. Horizon Bancorp & Kosciusko Financial, Inc. Merger

Dwight further explained that the Kosciusko merger provides an excellent complement to Horizon’s existing branch locations in the vibrant northeast Indiana market. “We believe increasing our presence in this region will provide Horizon with substantial growth opportunities and the ability to attract and retain seasoned bankers, which are key components to our future success,” Dwight commented.

“Farmers State Bank’s experienced team of community bankers, with a shared philosophy of providing exceptional customer service and commitment to the community, will enhance Horizon’s franchise value,” continued Dwight.  Horizon has a track record of establishing local advisory boards to maintain the pulse of the local community.  Dwight indicated that such an advisory board will be established for Kosciusko County following the merger.

Greg Maxwell, President and Chief Executive Officer of Farmers State Bank stated, “We are pleased with the opportunity to partner with the Horizon Bank family and the increased opportunities this provides our customers, employees and the communities we serve.  Horizon’s demonstrated commitment to preserve true community banking, which means local decision-making, retention of local staff, commitment to community involvement, and personal one-on-one service, will be keys to our joint and future success.”

The transaction is expected to be completed in the second quarter of 2016, subject to approval by bank regulatory authorities and the shareholders of Kosciusko, as well as the satisfaction of other customary closing conditions. Farmers State Bank will be merged into Horizon Bank, and the combined operations will be continued under the Horizon Bank name.

Horizon Bancorp was advised by Raymond James & Associates, Inc. and the law firm of Barnes & Thornburg, LLP.  Kosciusko was advised by Austin Associates, LLC and the law firms of Rockhill Pinnick LLP and Shumaker, Loop & Kendrick, LLP.

About Horizon Bancorp

Horizon Bancorp is a locally owned, independent, commercial bank holding company serving northern and central Indiana and southwest and central Michigan through its commercial banking subsidiary Horizon Bank, NA.  Horizon also offers mortgage-banking services throughout the Midwest. Horizon Bancorp may be reached online at www.horizonbank.com.  Its common stock is traded on the NASDAQ Global Select Market under the symbol HBNC.

About Kosciusko Financial, Inc.

Kosciusko Financial, Inc. is an Indiana corporation headquartered in Mentone, Indiana with Farmers State Bank as its wholly owned subsidiary.  Farmers State Bank was founded in 1892 and offers a full range of banking and trust services with five branch locations serving northeast Indiana.  Farmers State Bank may be reached online at wwwfsbanking.com.

Additional Information

In connection with the proposed merger, Horizon will file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement of Kosciusko Financial, Inc and a Prospectus of Horizon, as well as other relevant documents concerning the proposed transaction. Shareholders and investors are urged to read the registration statement and the proxy statement/prospectus regarding the merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information.

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Page 3: Cont. Horizon Bancorp & Kosciusko Financial, Inc. Merger

The proxy statement/prospectus and other relevant materials (when they become available), and any other documents Horizon has filed with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents Horizon has filed with the SEC in two ways, either (i) by contacting Dona Lucker, Shareholder Relations Officer, 515 Franklin Square, Michigan City, Indiana 46360, telephone: (219) 874-9272 or via a request form available on Horizon’s website at www.horizonbank.com under the tab “About Us – Investor Relations – Other Information – Information Request,” or (ii) at www.horizonbank.com under the tab “About Us – Investor Relations – Documents – SEC Filings.” The information available through Horizon’s website is not and shall not be deemed part of this press release or incorporated by reference into other filings Horizon makes with the SEC. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Horizon and Kosciusko and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Kosciusko in connection with the proposed merger. Information about the directors and executive officers of Horizon is set forth in Horizon’s Annual Report on Form 10-K filed with the SEC on March 13, 2015, and in the proxy statement for Horizon’s 2015 annual meeting of shareholders, as filed with the SEC within a Registration Statement on Form S-4/A on May 22, 2015.Additional information regarding the interests of these participants and any other persons who may be deemed participants in the transaction may be obtained by reading the proxy statement/prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph

Forward Looking Statements

This press release may contain forward-looking statements regarding the financial performance, business prospects, growth and operating strategies of Horizon. For these statements, Horizon claims the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements in this press release should be considered in conjunction with the other information available about Horizon, including the information in the filings we make with the Securities and Exchange Commission. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance.

Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include risk factors relating to the banking industry and the other factors detailed from time to time in Horizon’s reports filed with the Securities and Exchange Commission, including those described in “Item 1A Risk Factors” of Part I of Horizon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.  Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Horizon does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.

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Horizon Contact Information:	Kosciusko Contact Information:
Craig M. Dwight	J. Gregory Maxwell
Chairman and Chief Executive Officer	President and Chief Executive Officer
Phone: (219) 873-2725	Phone: (574) 265-2526
Fax: (219) 874-9280
	Lindy Breeden
Mark E. Secor	Executive Vice President and
Chief Financial Officer	Chief Credit Officer
Phone: (219) 873-2611	Phone: (574) 353-7521
Fax: (219) 874-9280

#  #  #

EX-99.2

Exhibit 99.2

 Horizon Bancorp announces the acquisition of Kosciusko Financial, Inc. and its wholly-owned subsidiary, Farmers State BankFebruary 5, 2016 

  FORWARD LOOKING STATEMENTS This presentation may contain forward-looking statements regarding the financial performance, business, and future operations of Horizon Bancorp and its affiliates (collectively, “Horizon”). For these statements, Horizon claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future results or performance. As a result, undue reliance should not be placed on these forward-looking statements, which speak only as of the date hereof. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions, and although management believes that the expectations reflected in such forward-looking statements are accurate and reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause our actual results to differ materially include those set forth in Horizon’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K. Statements in this presentation should be considered in conjunction with such risk factors and the other information publicly available about Horizon, including the information in the filings we make with the Securities and Exchange Commission. Horizon does not undertake, and specifically disclaims any obligation, to publicly release any updates to any forward-looking statement to reflect events or circumstances occurring or arising after the date on which the forward-looking statement is made, or to reflect the occurrence of unanticipated events, except to the extent required by law.   Disclosures 

  ADDITIONAL INFORMATION FOR SHAREHOLDERS In connection with the proposed merger, Horizon will file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement of Kosciusko Financial, Inc. (“Kosciusko”) and a Prospectus of Horizon, as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS AND INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy statement/prospectus and other relevant materials (when they become available), and any other documents Horizon has filed with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents Horizon has filed with the SEC in two ways, either (i) by contacting Dona Lucker, Shareholder Relations Officer, 515 Franklin Square, Michigan City, Indiana 46360, telephone: (219) 874-9272 or via a request form available on Horizon’s website at www.horizonbank.com under the tab “About Us – Investor Relations – Other Information – Information Request,” or (ii) at www.horizonbank.com under the tab “About Us – Investor Relations – Documents – SEC Filings.” The information available through Horizon’s website is not and shall not be deemed part of this presentation or incorporated by reference into other filings Horizon makes with the SEC. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. Horizon and Kosciusko and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Kosciusko in connection with the proposed merger. Information about the directors and executive officers of Horizon is set forth in Horizon’s Annual Report on Form 10-K filed with the SEC on March 13, 2015, and in the proxy statement for Horizon’s 2015 annual meeting of shareholders, as filed with the SEC within a Registration Statement on Form S-4/A on May 22, 2015. Additional information regarding the interests of these participants and any other persons who may be deemed participants in the transaction may be obtained by reading the proxy statement/prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.  Disclosures 

 *  Farmers State Bank Overview  Establ. 1892 in Mentone, INFive Full-Service Locations$148 Million in Assets$106 Million in Loans $123 Million in Deposits$1.1 Million 2015 Net Income0.07% NPAs/Assets  Financials as of December 31, 2015 

 *  Merger Highlights  Strategic  Financial  Operational  Aligned with Horizon’s plan to expand in the states of Indiana and MichiganScalable platform in the vibrant market of Kosciusko County, IndianaBolsters existing presence in northeast IndianaContinued revenue diversificationStrong core deposit base  EPS accretion of ~4% in 2017, first full year pro formaInitial TBV dilution of $0.47 with four year earn back (cross over method)Internal rate of return over 20%Increases bank level capital and cushion above “well capitalized” ratios  Operating leverage through cost savings estimated at 45%Although not modeled, revenue enhancements through increased product offering will provide additional growth opportunityMinimal credit concerns 

 *  Pro Forma Franchise  51 Locations Throughout Indiana and Michigan$2.8 Billion in Assets$1.9 Billion in Loans$2.0 Billion in Deposits$1.2 Billion in Assets Under ManagementMarket Cap. $300 Million  Horizon and Kosciusko company financials and pro forma analysis, excluding merger adjustments 

 *  Kosciusko County Provides Opportunity  Source for demographic data is Nielson. Source for unemployment rate is the U.S. Department of Labor.  Orthopedic Capital of the WorldZimmer, Inc.Biomet, Inc.DePuy Synthes, Inc.Medtronic Spinal & BiologicsSymmetry Medical, Inc.Strong Agriculture Production, Processing and Equipment IndustrySolid Manufacturing and Transportation SectorsMSA Proximity and Multitude of Natural Lakes Provide Attractive Second Home Destination  Metric  Kosciusko County  Indiana  2016 Population  79,200  6.6mm  Projected Population Change 2016-2021  2.5%  2.2%  2016 Median HH Income  $55,954  $49,708  Projected HH Income Change 2016-2021  12.4%  7.6%  Unemployment Rate Dec. 2015  4.0%  4.6% 

 *  Based on Horizon’s closing price of $23.99 as of February 3, 2016  Merger Summary  Horizon Bancorp Acquiring Kosciusko Financial  Horizon Bancorp Acquiring Kosciusko Financial  Consideration Mix (1)  65% stock, 35% cash  Consideration Structure  3.0122 HBNC shares or $81.75 in cash for each outstanding Kosciusko share or a combination thereof  Aggregate Deal Value (1)  $22.5 million  Termination Fee  $1.226 million  Required Approvals  Customary regulatory and Kosciusko shareholder approval  Anticipated Closing  Second quarter of 2016 

 *  Source: SNL Financial LCNationwide bank transactions announced after 12/31/2014 with target’s assets between $100 million and $300 million, LTM return on average equity between 4.00% and 10.00% and NPAs/assets less than 2.00%, excluding transactions where pricing information is unavailable  Transaction Pricing  Metric  HBNC/Kosciusko  Median ComparableTransactions (1)  Price/ Tangible Book Value  139%  143%  Price/ LTM Earnings  19.8x  24.8x  Price/ 2017 Earnings + Fully Phased-in C.S.  8.7x  NA  Core Deposit Premium  6.0%  8.0% 

 *  Transaction Assumptions  Category  Assumption  Cost saves  45% fully phased-in of which 65% realized in 2016  1x after-tax charges  $2.0 million  Non-accretable loan mark  $2.1 million or 2.0% of total loans  Accretable loan mark  $1.7 million or 1.6% of total loans  Core deposit intangibles  $1.8 million or 2.0% of core deposits  Revenue enhancements  Not included in model 

 Horizon: A Company on the Move  OrganicExpans.(7)  St. JosephSouth BendElkhart  Lake County  Kalamazoo  Indianapolis  Carmel  M&A(8)  Anchor Mortgage  Alliance Bank  American Trust  Heartland   1st MortgageSummitPeoplesKosciusko  *  Assets ($ Mil.)  $721        $2,794  Loans($ Mil.)  $548        $1,861  Deposits($ Mil.)  $489        $1,994  Branches  7        51  11% CAGR  10% CAGR  11% CAGR  Note: 2015 financials reflect Kosciusko, excluding merger adjustments 

 If you have questions please contact:Mark SecorChief Financial Officer515 Franklin SquareMichigan City, IN 46360(219) 873-2611