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):  August 1, 2017
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)
(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 7.01   Regulation FD Disclosure.

Craig M. Dwight, the Chairman and Chief Executive Officer of Horizon Bancorp (“Horizon”), will be speaking with investors and making a presentation at the Keefe, Bruyette & Woods 18^th Annual Community Bank Investor Conference beginning on August 1, 2017. The presentation materials are attached as Exhibit 99.1 to this Current Report on Form 8-K and also are available on our website at www.horizonbank.com. Horizon undertakes no obligation to update, supplement or amend the materials attached as Exhibit 99.1.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

A cautionary note about forward-looking statements: This Current Report and the presentation materials 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 the presentation materials 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 Horizon’s Annual Report on Form 10-K. 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.

Use of Non-GAAP Financial Measures: Certain information set forth in the presentation materials attached as Exhibit 99.1 refers to a financial measure determined by methods other than in accordance with GAAP. Specifically, we have included non-GAAP financial measures of net income and diluted earnings per share and of the net interest margin. Horizon believes that these non-GAAP financial measures are helpful to investors and provide a greater understanding of our business without giving effect to the purchase accounting impacts of acquisitions and other adjustments. The measure is not necessarily comparable to similar measures that may be presented by other companies, and it should not be considered in isolation or as a substitute for the related GAAP measure. A reconciliation of each non-GAAP measure to its GAAP counterpart is included in Exhibit 99.1.

Item 9.01   Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.	Description
99.1	Slide Presentation for KBW 18th Annual Community Bank Investor Conference, August 2017

SIGNATURE

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:  August 1, 2017	HORIZON BANCORP
	By:	/s/ Mark E. Secor
		Mark E. Secor Executive Vice President & Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description	Location
99.1	Slide Presentation for KBW 18th Annual Community Bank Investor Conference, August 2017	Attached

EX-99.1

Exhibit 99.1

 A NASDAQ Global Select Traded Company - Symbol HBNC 

 This presentation may contain forward-looking statements regarding the financial performance, business prospects, growth and operating strategies 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. Statements in the presentation materials 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 Horizon’s Annual Report on Form 10-K. 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.  Forward-Looking Statements 

 *  Craig M. DwightChief Executive Officer 

 Horizon is a Growth Story  * 

 Indiana, Michigan and Ohio… The Right Side of Chicago  Illinois and Chicago-High Taxes & Living Costs-Low Credit Rating-Unfriendly Business Environment 

     Branch Footprint December 2006    Locations – 15Counties – 6  Branches    Michigan  Illinois  Indiana  Ohio 

     Considerable Expansion through June 2017  BranchesLoan Production Offices New Branch in 2017Pending MergersBranchesLoan Production Office          Illinois        Locations – 60Counties – 21  Michigan  Indiana  Ohio 

 *  Branch Footprint December 2006  Locations – 15Counties – 6  Branches  Michigan  Illinois  Indiana  Ohio 

 ($’s in millions, except per share data)Category   2006  2017  Assets  $1,222  $3,321  Loans  $848  $2,256  Deposits  $914  $2,419  Trust Assets Under Management  $391  $1,994  Market Capitalization  $88  $585  Stock Price  $8.13  $26.35  Average Daily Trading Volume (1)  5,811  59,211  *  Growth Transformation  Footnote Index included in Appendix 

 Balance Sheet Positioned Well for the Future  *  Asset Sensitive  Growth in Higher Yielding Assets  Good Core Deposits Growth 

 June 30, 2017  December 31, 2011  ($ in Millions)  12/31/11  6/30/17  CAGR  Commercial  $352  $1,144  24%  Real Estate  365  677  12%  Consumer  265  450  10%  Total  $983  $2,271  16%  *  Shift to Commercial Lending(as a percent of total loans) 

 June 30, 2017  *  Well Diversified Loan Portfolio(Loans as a Percent of Total Loans) 

 June 30, 2017  *  Low Risk Profile(Loans as a Percent of Bank Capital) 

 June 30, 2017  December 31, 2011  ($ in Millions)  12/31/11  6/30/17  CAGR  Non-interest  $131  $508  28%  Interest  538  1,513  21%  CDs  341  458  6%  Total  $1,101  $2,479  18%  *  Strong Low Cost Deposit Growth  YTD Cost of Deposits – 0.94%   YTD Cost of Deposits – 0.36%  

 Good Historical EarningsExhibits Ability to Execute  * 

 *  Solid Earnings Growth  (2)  Footnote Index included in Appendix 

 *  Less Dependence on Mortgage Revenue  (1)  Mortgage Revenue defined as interest and fee income from mortgage warehouse loans plus gain on sale of mortgage loans. 

 *  GAAP Net Interest Margin and Core Net Interest Margin (1)  Net Interest Margin Increasing    Δbps  GAAP  34 bps  Core  27 bps  Footnote Index included in Appendix 

 *  Wealth Management Growth Drives Fee Income 

 A Company on the Move  * 

 Always Looking for Opportunities to Create Shareholder Value  *  Assets ($ Mil.)  $721      $3,872(1)  Loans($ Mil.)  $548      $2,707(1)  Deposits($ Mil.)  $489      $2,839(1)  OrganicExpans.(11)  St. JosephSo. BendElkhart  Lake County  Kalamazoo  Indianapolis  Carmel  Ft. WayneGrand Rapids  Noblesville IN(2)Columbus OH(3)  M&A(13)  Anchor Mortgage  Alliance  American Trust  Heartland   1st MortgageSummitPeoples  FarmersLaPorteCNB  BargersvilleLafayette(1)Wolverine(1)  12% CAGR  12% CAGR  13% CAGR  Footnote Index included in Appendix 

 Growth MarketsEmerging Markets        GrandRapids  AnnArbor  Columbus  NW Ohio  FortWayne  Lafayette  Kalamazoo  SouthBend  Warsaw  Indianapolis  NWIndiana  Growth Opportunities Abound  Midland  Troy  Illinois  Indiana  Ohio  Michigan 

 Growth MarketsEmerging Markets  *  GrandRapids  AnnArbor  Columbus  NW Ohio  FortWayne  Lafayette  Kalamazoo  SouthBend  Warsaw  Indianapolis  NWIndiana  Growth Opportunities Abound  Midland  Troy  Illinois  Indiana  Ohio  Michigan 

 Considerable Market Share Opportunities  *  (1)  (2)  (3)      Market Share  Market Share  Key Market (1)  Deposit Market (2)($’s in billions)  Large Institutions (3)  Horizon  Columbus, OH  $64  79%  0%  Indianapolis, IN  $45  74%  1%  Grand Rapids, MI  $21  76%  0%  Northwest Indiana  $11  44%  4%  Fort Wayne, IN  $8  63%  1%  Kalamazoo, MI  $4  81%  1%  Lafayette, IN  $3  53%  0%  Footnote Index included in Appendix 

 *  Number of Banks Headquartered in Indiana and Michigan  M&A Opportunities ContinueAs of December 31, 2016  139 Banks within Targeted Markets194 Banks Headquartered in Ohio213 Banks Headquartered in Indiana & Michigan 

 ($ in millions)Category   Horizon Bancorp  Lafayette Community Bancorp  Wolverine Bancorp, Inc.  Pro Forma  Total Assets  $3,321  $172  $379  $3,872  Total Loans  $2,256  $135  $316  $2,707  Total Deposits  $2,419  $149  $271  $2,839  Locations (1)  60  4  4  69  *  2017 Whole Bank Acquisitions  Footnote Index included in Appendix 

 *     Fills market gap between Indianapolis and Northern IndianaExperienced leadership team retained, with big bank experienceScalable platform in the high growth market of Lafayette, Indiana (home of Purdue University)Potential to capture market share from larger institutions  Strategic Reasons  Highly profitable franchise with strong core market share in the Great Lakes Bay region of MichiganPotential expansion of Troy loan production office in the attractive market of Oakland County, MichiganRetention of seasoned commercial lending teamPotential disruption in the Michigan market  Wolverine Bancorp, Inc.Announced 6/14/17Deal Value $91.8mm  Lafayette Community BancorpAnnounced 5/23/17Deal Value $32.0mm 

    2018 EPSAccretion  TBVEarn-backPeriod  Cost Savings(fully phased in)  Internal Rateof Return  Lafayette Community Bancorp  0.5%  3.0 years  35%  15%  Wolverine Bancorp, Inc.  5.4%  Less than 1.0 year  38%(1)  17%  *  Financial Reasons  28% of total cost savings are attributable to thrift benefit plans 

 Historical Financial Performance Illustrates Ability to ExecuteConsistent, Well Executed and Disciplined Business StrategyA Growth Story10-year asset and net income CAGR of 10% and 12%, respectivelyThirteen acquisitions and eleven market expansions since 2002Capacity to take additional market shareEarnings improvement through mass and scaleEntering the “Sweet-Spot” for Market Performance and Trading MultiplesAptitude and Skill to Continue Mergers and Acquisitions   *  Investment Thesis 

 *  Scale Drives Shareholder Value  Financial data as of March 31, 2017; market data as of July 19, 2017. Nationwide publicly traded banks, excluding merger targets. Source: SNL Financial  

 Horizon Outperforms the MarketFor Total Shareholder Return  As of June 30, 2017SNL U.S. Bank: Includes all Major Exchange Banks in SNL's coverage universe.  *  Horizon Bancorp: 5-Year Total Return Comparison 

 A NASDAQ Global Select Traded Company - Symbol HBNC 

 Appendix  * 

 Slide 8Financial data in millions, except for stock price, as of December 31, 2006 and June 30, 2017.(1) Based on the daily trading volume during the fourth quarter of 2006 and second quarter of 2017.Slide 15(1) Core net income and core diluted EPS excludes one-time merger expenses, gain on sale of securities and death benefit on bank owned life insurance. (See further in the Appendix for a reconciliation of these non-GAAP amounts to their GAAP counterparts.)(2) 2012 results benefited from a record level of mortgage loan production volume and mortgage warehouse loan balances.Slide 17(1) Core net interest margin excludes acquisition-related purchase accounting adjustments. (See further in the Appendix for a reconciliation of these non-GAAP amounts to their GAAP counterparts.)Slide 20(1) Financial information as of 6/30/2017 for Horizon Bancorp reflects the inclusion of 3/31/2017 financial information for the pending Lafayette Community Bancorp and Wolverine Bancorp, Inc. acquisitions, excluding merger adjustments.(2) Planned new branch for 2017 – Noblesville, IN.(3) Loan production office (“LPO”) located in Dublin, OH.Slide 22(1) All Key Markets are MSAs except for Northwest Indiana which includes Lake and Porter Counties.(2) Deposit Market Share as of 6/30/2016.(3) Large Institutions defined as total assets greater than or equal to $10.0 billion at 12/31/2016.Slide 24Horizon Bancorp financials as of 6/30/2017; Lafayette Community Bancorp and Wolverine Bancorp, Inc. financials as of 3/31/2017.(1) Locations include LPOs of Horizon Bancorp [4] and Wolverine Bancorp, Inc. [1]. Horizon’s LPOs are located in Fort Wayne, IN; Grand Rapids, MI; Dublin, OH; and Carmel, IN. Wolverine’s LPO is located in Troy, MI.  *  Footnote Index 

 *  Loan Portfolio Composition  Loan Category   BalanceJune 30, 2017($’s in millions)  % of Total Loans  % of Bank Capital  Commercial         Owner Occupied Real Estate  $342,134  15%  87%  Non-Owner Occupied Real Estate  $492,249  22%  125%  Residential Development  $3,454  0%  1%  Development and Spec Land  $38,237  2%  10%  Commercial & Industrial  $267,687  12%  68%  Residential Real Estate  $532,574  23%  135%  Residential Construction  $17,423  1%  4%  Mortgage Warehousing  $123,757  5%  31%  Consumer, Direct  $80,563  4%  20%  Consumer, Indirect  $187,014  8%  48%  Home Equity  $182,632  8%  46% 

 *  Non-GAAP Reconciliations 

 *  Non-GAAP Reconciliations 

 COMMUNICATIONS IN THIS DOCUMENT 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 with Lafayette Community Bancorp, Horizon has filed with the SEC a Registration Statement on Form S-4 that includes a proxy statement of Lafayette Community Bancorp 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 and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain important information. A free copy of the proxy statement/prospectus, as well as other filings containing information about Horizon, may be obtained free of charge at the SEC’s website at www.sec.gov. You may also obtain these documents, free of charge, from Horizon 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 document or incorporated by reference into other filings Horizon makes with the SEC.In connection with the proposed merger with Wolverine Bancorp, Inc. (“Wolverine Bancorp”), Horizon will file with the SEC a Registration Statement on Form S-4 that will include a proxy statement of Wolverine Bancorp 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. A free copy of the proxy statement/prospectus (when it becomes available), as well as other filings containing information about Horizon and Wolverine Bancorp, may be obtained free of charge at the SEC’s website at www.sec.gov. You will also be able to obtain these documents, free of charge, from Horizon at www.horizonbank.com under the tab “About Us ― Investor Relations ― Documents ― SEC Filings,” or from Wolverine Bancorp at www.wolverinebank.com under the tab “Investor Information ― SEC Filings.” The information available through Horizon’s and Wolverine Bancorp’s websites is not and shall not be deemed part of this filing or incorporated by reference into other filings Horizon or Wolverine Bancorp make with the SEC.Horizon, Lafayette Community Bancorp and Wolverine Bancorp and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Lafayette Community Bancorp and Wolverine Bancorp in connection with the proposed mergers. 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 February 28, 2017, and in the proxy statement for Horizon’s 2017 annual meeting of shareholders, as filed with the SEC on March 17, 2017. Information about the directors and executive officers of Wolverine Bancorp is set forth in Wolverine Bancorp’s Annual Report on Form 10-K filed with the SEC on March 31, 2017, and in the proxy statement for Wolverine Bancorp’s 2017 annual meeting of shareholders, as filed with the SEC on April 17, 2017. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the proxy statement/prospectus regarding the Lafayette Community Bancorp merger and by reading the proxy statement/prospectus regarding the Wolverine Bancorp merger when it becomes available. Free copies of these documents may be obtained as described in the preceding paragraph.   *  Additional Information for Shareholders