8-K

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): July 18, 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 (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))

Item 2.01  Completion of Acquisition or Disposition of Assets.

On July 18, 2016, Horizon Bancorp (“Horizon”) completed its previously announced acquisition of LaPorte Bancorp, Inc., a Maryland corporation (“LaPorte”), pursuant to an Agreement and Plan of Merger dated March 10, 2016 (the “Merger Agreement”) between Horizon and LaPorte.  The shareholders of LaPorte approved the Merger Agreement at a special shareholder meeting on July 11, 2016. Pursuant to the Merger Agreement, LaPorte merged with and into Horizon, with Horizon surviving the merger (the “Merger”), and The LaPorte Savings Bank, an Indiana-chartered savings bank and wholly-owned subsidiary of LaPorte (“LaPorte Bank”), merged with and into Horizon Bank, National Association, the wholly-owned national bank subsidiary of Horizon (“Horizon Bank”), with Horizon Bank as the surviving bank. 

Under the terms of the Merger Agreement, shareholders of LaPorte had the option to receive $17.50 per share in cash or 0.629 shares of Horizon common stock for each share of LaPorte’s common stock, subject to allocation provisions to assure that in the aggregate, LaPorte shareholders would receive total consideration consisting of 65% stock and 35% cash. As a result of LaPorte shareholder stock and cash elections and the related allocation and proration provisions of the Merger Agreement, Horizon issued 2,280,992 shares of its common stock in the Merger. Based upon the July 15, 2016 closing price of $26.31 per share of Horizon common stock, the transaction has an implied valuation of approximately $98.9 million.

Each outstanding share of Horizon common stock remained outstanding and was not changed by the Merger.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by Horizon with the Securities and Exchange Commission (“SEC”)on March 14, 2016 and is incorporated by reference herein.

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, effective as of the closing of the Merger, Michele M. Thompson, the former President and Chief Financial Officer of LaPorte, was appointed to the board of directors of Horizon and Horizon Bank. Ms. Thompson will serve as a director of Horizon for a term expiring at Horizon’s 2017 annual meeting of shareholders. Thereafter, pursuant to the Merger Agreement, Horizon will cause her to be nominated and recommended for election by Horizon’s shareholders at the next election of directors as long as she continues to be eligible and qualified to serve as a director.

Ms. Thompson served as the President and Chief Financial Officer of both LaPorte and LaPorte Bank. She joined LaPorte Bank in 2003 as Chief Financial Officer and was named Vice President in 2004, Executive Vice President in 2007, and President and Chief Financial Officer in 2011. Ms. Thompson was named Executive Vice President and Chief Financial Officer of LaPorte’s predecessor in 2007, and thereafter, was named its President and Chief Financial Officer in 2011. Ms. Thompson also served, since 2007, on the Boards of Directors of both LaPorte and LaPorte Bank.

Ms. Thompson has more than 30 years of banking experience. Ms. Thompson is a graduate of Ball State University and holds a Masters of Business Administration from Indiana University South Bend.

Ms. Thompson will be entitled to receive the standard director compensation previously established by the Compensation Committee of Horizon’s board of directors and generally offered to other non-employee directors, as further described in the proxy statement of Horizon filed with the SEC on March 15, 2016. Other than being eligible to receive such director compensation, Ms. Thompson did not enter into any material plan, contract, or arrangement in connection with her appointment as a director.  Ms. Thompson is not a party to any transaction with Horizon that would require disclosure under Item 404(a) of SEC Regulation S-K.

Item 7.01  Regulation FD Disclosure.

On July 18, 2016, Horizon and LaPorte issued a joint press release announcing the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01  Financial Statements and Exhibits.

(a)  Financial statements of business acquired

The financial statements required by this item are incorporated herein by reference to the consolidated financial statements and related notes thereto included in LaPorte’s Annual Report on Form 10-K for the year ended December 31, 2015, and in LaPorte’s Quarterly Report on Form 10-Q for the three months ended March 31, 2016, which are incorporated by reference into the proxy statement/prospectus of Horizon and LaPorte dated June 3, 2016, filed by Horizon with the SEC pursuant to Securities Act Rule 424(b)(3) (Registration No. 333-211442) on June 8, 2016.

(b)  Pro forma financial information

The pro forma financial information required by this item is incorporated herein by reference to the pro forma financial information included under the heading “Unaudited Pro Forma Combined Condensed Financial Information” in the proxy statement/prospectus of Horizon and LaPorte dated June 3, 2016, filed by Horizon with the SEC pursuant to Securities Act Rule 424(b)(3) (Registration No. 333-211442) on June 8, 2016.

(d)  Exhibits

Exhibit No.	Description
2.1	Agreement and Plan of Merger dated March 10, 2016, between Horizon Bancorp and LaPorte Bancorp, Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed by the registrant on March 11, 2016)
99.1	Joint press release issued on July 18, 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: July 18, 2016	Horizon Bancorp
	By:	/s/ Craig M. Dwight
		Craig M. Dwight, Chairman and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger dated March 10, 2016, between Horizon Bancorp and LaPorte Bancorp, Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed by the registrant on March 11, 2016)
99.1	Joint press release issued on July 18, 2016

EX-99.1

Exhibit 99.1

   

Date: July 18, 2016

FOR IMMEDIATE RELEASE

Horizon Bancorp Announces

Closing of LaPorte Bancorp, Inc. Merger

Michigan City, IN – Horizon Bancorp (NASDAQ GS: HBNC, “Horizon”), the parent of Horizon Bank, N.A., (“Horizon Bank”) today announced the completion of the acquisition of LaPorte Bancorp, Inc. (“LaPorte Bancorp”) and its wholly-owned subsidiary, The LaPorte Savings Bank, of LaPorte, Indiana, effective July 18, 2016. LaPorte Bancorp was merged into Horizon immediately followed by the merger of The LaPorte Savings Bank into Horizon Bank.

Under the terms of the Merger Agreement, shareholders of LaPorte Bancorp had the option to receive $17.50 per share in cash or 0.629 shares of Horizon common stock, or a combination of both, for each share of LaPorte Bancorp’s common stock, subject to allocation provisions to assure that in aggregate, LaPorte Bancorp shareholders received total consideration that consists of 65% stock and 35% cash. As a result of LaPorte stockholder stock and cash elections and the related proration provisions of the Merger Agreement, Horizon issued 2,280,992 shares of its common stock in the merger. Based upon the July 15, 2016 closing price of $26.31 per share of Horizon common stock, the transaction has an implied valuation of approximately $98.9 million.

Bringing together two of the largest community banks in LaPorte County, this merger further expands Horizon Bank’s branch network to fifty-four offices throughout northern and central Indiana and southern Michigan.  “As two long standing community banks within LaPorte County holding similar core values, we are confident that this merger will prove beneficial to our customers and the community,” said Craig M. Dwight, Horizon Bank’s Chairman and Chief Executive Officer.

Michele Thompson,  President & Chief Financial Officer of LaPorte Bancorp stated, “We are excited about joining the Horizon Bank family and look forward to the increased opportunities this union will provide our existing customers, employees and the communities we have served over the years.  I believe that our shared philosophy will help to ensure that a major and growing community bank remains in the LaPorte area.”

As previously announced, the banks will ultimately operate under the name Horizon Bank, although the current offices of The LaPorte Savings Bank will continue to operate under that name until the systems integration process is completed in October of 2016. The companies are finalizing integration plans that include a systems integration and sign change expected to take place the weekend of October 22, 2016. As a result, customer accounts will automatically change to Horizon accounts with no action required on the part of the customer. Customer checks, direct deposits, payments, and account numbers will remain unchanged in order to make this transition as smooth as possible.

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Page 2: Cont. Horizon Bancorp & LaPorte Bancorp, Inc. Merger

Due to the shared markets served by both banks, three full-service offices and one loan production office will be consolidated upon the completion of the systems integration scheduled for October, 2016. The offices to be consolidated are The LaPorte Savings Bank’s Indiana branches in Michigan City, Chesterton, and The LaPorte Savings Bank’s West side location and its St. Joseph, Michigan loan production office.  Each office to be closed is within 1.5 miles of an office that will remain open. As part of this office consolidation, Horizon has retained the retail branch personnel.  This will help to ensure proper support to assist with customer retention and integration. By 2017, Horizon expects office staffing to be right-sized through normal branch attrition and retirements.

As part of the merger, Horizon and Horizon Bank have added Michele Thompson to their respective boards of directors and will add two representatives to Horizon’s existing LaPorte County community advisory board.

Horizon was advised by Stephens, Inc. and the law firm of Barnes & Thornburg LLP.  LaPorte Bancorp was advised by Raymond James & Associates, Inc. and the law firm of Luse Gorman, PC.

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, N.A.  Horizon also offers mortgage-banking services throughout the Midwest. Horizon may be reached online at www.horizonbank.com.  Its common stock is traded on the NASDAQ Global Select Market under the symbol HBNC.

About LaPorte Bancorp, Inc.

LaPorte Bancorp, Inc. is an Indiana corporation headquartered in LaPorte, Indiana with The LaPorte Savings Bank as its wholly owned subsidiary.  The LaPorte Savings Bank was founded in 1871 and offers a full range of banking services with seven branch locations serving northeast Indiana and a loan production office in Saint Joseph, Michigan.  LaPorte Bancorp may be reached online at www.laportesavingsbank.com.  Its common stock is traded on the NASDAQ Capital Market under the symbol LPSB.

Forward Looking Statements

This press release may contain forward-looking statements regarding the financial performance, business prospects, growth and operating strategies of Horizon and LaPorte Bancorp. For these statements, Horizon and LaPorte Bancorp claim 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 and LaPorte Bancorp, including the information in the filings each makes 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. Horizon and LaPorte Bancorp 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.

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Page 3: Cont. Horizon Bancorp & LaPorte Bancorp, Inc. Merger

Although Horizon’s and LaPorte Bancorp’s management believe 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 and LaPorte Bancorp’s respective Annual Reports on Form 10-K and other periodic filings with the Securities and Exchange Commission.  Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Horizon and LaPorte Bancorp do not undertake, and specifically disclaim 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.

Horizon Contact Information:	LaPorte Bancorp Contact Information:
Craig M. Dwight	Michele M. Thompson
Chairman and	President and
Chief Executive Officer	Chief Financial Officer
Phone: (219) 873-2725	Phone: (219) 362-7511
Mark E. Secor
Chief Financial Officer
Phone: (219) 873-2611
Fax: (219) 874-9280

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