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): February 23, 2018

FIRST FINANCIAL BANCORP.

(Exact name of registrant as specified in its charter)

Ohio	31-1042001
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification number)

Commission file number: 001-34762

255 East Fifth Street, Suite 700, Cincinnati, Ohio 45202

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (877) 322-9530

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 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).

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. ¨

Form 8-KFirst Financial Bancorp.

Item 8.01Other Events.

On February 23, 2018, First Financial Bancorp. mailed the attached letter to its shareholders describing the change to the upcoming dividend and announcing the regulatory approval of the proposed merger with MainSource Financial Group, Inc.

Item 9.01Financial Statements and Exhibits.

The following exhibit shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.

(d)    Exhibits:

99.1 Shareholder Letter.

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.

FIRST FINANCIAL BANCORP.

		By: /s/ John M. Gavigan
		John M. Gavigan
		Senior Vice President and Chief Financial Officer
Date:	February 27, 2018

EX-99.1

EXHIBIT 99.1

February 23, 2018

Dear Shareholder,

As we approach the close of the first quarter of 2018, I would like to share some important updates. This quarter marks a significant chapter in our company’s history. We just completed our 109th consecutive quarter of profitability and are optimistic as we enter 2018.

The profitability momentum we built in the third quarter of last year carried through the end of the year, providing a strong finish to 2017. Full year earnings increased 9% over 2016 with improved net interest margin, continued strong credit performance and stable loan growth all contributing to our solid results.

We are pleased to inform you that our strong 2017 performance combined with the benefits from the passage of the Tax Reform Act in late December resulted in the board of directors approving a 12%, or $0.02 per share increase, in your quarterly dividend. The first quarter’s $0.19 per share payout will be paid on March 15, 2018 (to shareholders of record as of March 2, 2018). This accelerated timing of your dividend payout was adopted in anticipation of our merger with MainSource.

Official shareholder approval of the merger from both companies was received in December. On February 22, we received the final regulatory approval required to allow the merger to go forward. We expect to complete the merger with MainSource Financial Group on or before April 1, 2018.

We are diligently preparing for the combination of First Financial and MainSource into a new company with the scale and strength across commercial and retail banking, wealth management and specialty finance to more effectively serve our clients and communities. When combined with our ability to grow organically, this merger positions us for continued growth and success. We expect that you will see the value the new combined company will provide to clients, associates and shareholders.

We appreciate your investment in First Financial and remain committed to increasing shareholder value by continuing to achieve excellent results.

Sincerely,

Claude Davis

President and CEO

About First Financial Bancorp

First Financial Bancorp is a Cincinnati, Ohio based bank holding company. As of December 31, 2017, the Company

had $8.9 billion in assets, $6.0 billion in loans, $6.9 billion in deposits and $930.7 million in shareholders' equity. The

Company's subsidiary, First Financial Bank, founded in 1863, provides banking and financial services products

through its five lines of business: commercial, consumer, wealth management, specialty finance and mortgage. The

commercial, consumer, specialty finance and mortgage units provide traditional banking services to business and

retail clients. First Financial Wealth Management provides wealth planning, portfolio management, trust and estate,

brokerage and retirement plan services and had approximately $2.7 billion in assets under management as of

December 31, 2017. The Company's strategic operating markets are located in Ohio, Indiana and Kentucky where it

operates 94 banking centers. Additional information about the Company, including its products, services and banking

locations is available at www.bankatfirst.com.