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): December 29, 2021

FIRST FINANCIAL BANCORP.

(Exact name of registrant as specified in its charter)

Ohio	001-34762	31-1042001
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

255 East Fifth Street, Suite 700, Cincinnati, Ohio	45202
(Address of principal executive offices)	(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))

Title of each class	Trading symbol	Name of exchange on which registered
Common stock, No par value	FFBC	The NASDAQ Stock Market LLC

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. ¨

Item 1.01 Entry into a Material Definitive Agreement

On December 29, 2021 First Financial Bancorp., an Ohio corporation (the “Company”), entered into a Credit Agreement (the “Credit Agreement”) with Stifel Bank & Trust (the “Lender”) pursuant to which Lender agreed, on an uncommitted and discretionary basis, to make loans to the Company for up to $40 million to use for general corporate purposes.

The Credit Agreement permits the Company to designate each loan under the Credit Agreement as either a “Base Rate Loan” or a “SOFR Loan.”  Each Base Rate Loan will bear interest at a rate per annum equal to the applicable margin of 1.75% plus the greatest of (a) the Prime Rate as quoted in The Wall Street Journal at such time, (b) 1/2 of 1% in excess of the Federal Funds Effective Rate at such time, or (c) SOFR for a SOFR Loan with a one-month interest period commencing at such time plus 1.10%.  Each SOFR Loan will bear interest at a variable rate equal to the applicable margin of 1.75%, plus the CME Term SOFR, plus 0.10% (or such other percentage spread adjustment as may be specified by the Lender to the Company from time to time).

The credit facility terminates on December 28, 2022, unless otherwise extended, or such date of the acceleration of the obligation pursuant to the Credit Agreement, at which time all amounts borrowed, together with applicable interest, fees, and other amounts owed by the Company shall be due and payable. The Credit Agreement is secured by a pledge of 100% of the Company’s common stock in First Financial Bank (the “Pledged Securities”) in favor of the Lender under a Pledge and Security Agreement, dated December 29, 2021.

The Credit Agreement, together with the Pledge and Security Agreement (collectively referred to as the “Agreements”), contain customary representations, warranties and covenants. The Agreements provide for certain events of default, including, among other things, payment defaults, breaches of representations and warranties, and the commencement of bankruptcy or insolvency proceedings. Upon the occurrence and continuation of an event of default, the Lender may, among other things, terminate its obligations to make further loans under the Credit Agreement, declare the outstanding unpaid principal balance of a loan and the unpaid interest thereon immediately due and payable, and exercise its remedies with respect to the Pledged Securities, including the sale of the Pledged Securities.

The foregoing summaries of the Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreements, which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information provided under Item 1.01 "Entry into a Material Definitive Agreement" is incorporated herein by reference.

Item 8.01 Other Events

As previously reported in a Current Report on Form 8-K filed by the Company on December 7, 2021, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”), dated December 6, 2021, by and among the Company, First Financial Bank, an Ohio state-chartered bank and wholly owned subsidiary of the Company (the “Bank”), Summit Funding Group, Inc., a Delaware corporation (“Summit”), the stockholders of Summit identified in the Purchase Agreement (the “Sellers”), and Richard L. Ross, in his capacity as the Sellers’ representative (the “Sellers’ Representative”). Pursuant to the terms of the Purchase Agreement, on December 31, 2021, the Bank completed the purchase of all of the issued and outstanding equity securities of Summit (the “Transaction”).

On January 3, 2022, the Company issued a press release announcing that the Transaction closed, effective December 31, 2021. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The foregoing descriptions of the Purchase Agreement and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 7, 2021.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	First Financial Bancorp. Press Release, dated January 3, 2022
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)

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/ James M. Anderson
		James M. Anderson
		Executive Vice President and Chief Financial Officer
Date:January 3, 2022

EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

First Financial Bank Completes Acquisition of Summit Funding Group

CINCINNATI, OH – January 3, 2022 – First Financial Bancorp. (Nasdaq: FFBC) (“First Financial”) announced today that it has completed its previously announced acquisition of Cincinnati-based Summit Funding Group, Inc. (“Summit”), the fourth largest independent equipment financing platform in the United States.

“We are excited about the opportunity to provide our clients with additional services through Summit’s extensive leasing capabilities, and we look forward to the growth potential that is created through this acquisition,” said First Financial President and Chief Executive Officer Archie Brown.

Summit Funding Group originates high-quality equipment leases and operates in all 50 states and in Canada. Summit has developed long-standing relationships with original equipment manufacturers, vendors and end users, resulting in high quality, repeatable origination volumes. Throughout the U.S., Summit is known for its diversified and nimble platform, which allows it to finance a variety of equipment types across various financing structures. Currently, Summit manages a portfolio with aggregate original equipment cost of approximately $1 billion and outstanding balances of approximately $500 million, across over 4,000 leases.

With the transaction complete, Summit now will operate as a subsidiary of First Financial Bank. Current Summit leadership and all associates will continue in their positions, led by Founder and CEO Rick Ross. As a subsidiary, Summit retains the name Summit Funding Group, taking advantage of the company’s exceptional brand recognition within the equipment finance industry, particularly with small-to-medium sized businesses.

First Financial’s financial advisor on the transaction was Lazard, and its legal counsel was Squire Patton Boggs (US) LLP. Keefe, Bruyette & Woods, a Stifel Company, served as financial advisor to Summit, and Taft Stettinius & Hollister LLP served as legal counsel.

Forward-Looking Statements

Certain statements contained in this report that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as ''believes,'' ''anticipates,'' "likely," "expected," "estimated," ''intends'' and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Examples of forward-looking statements include, but are not limited to, statements we make about (i) our future operating or financial performance, including revenues, income or loss and earnings or loss per share, (ii) future common stock dividends, (iii) our capital structure, including future capital levels, (iv) our plans, objectives and strategies, and (v) the assumptions that underlie our forward-looking statements.

As with any forecast or projection, forward-looking statements are subject to inherent uncertainties, risks and changes in circumstances that may cause actual results to differ materially from those set forth in the forward-looking statements. Forward-looking statements are not historical facts but instead express only management's beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management's control. It is possible that actual results and outcomes will differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. Important factors that could cause actual results to differ materially from those in our forward-looking statements include the following, without limitation:

· economic, market, liquidity, credit, interest rate, operational and technological risks associated with First Financial’s business;

· future credit quality and performance, including our expectations regarding future loan losses and our allowance for credit losses;

 

· the effect of and changes in policies and laws or regulatory agencies, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and other legislation and regulation relating to the banking industry;

· Management's ability to effectively execute its business plans;

· mergers and acquisitions, including costs or difficulties related to the integration of acquired companies;

· the possibility that any of the anticipated benefits of First Financial’s acquisitions will not be realized or will not be realized within the expected time period;

· the effect of changes in accounting policies and practices;

· changes in consumer spending, borrowing and saving and changes in unemployment;

· changes in customers' performance and creditworthiness;

· the costs and effects of litigation and of unexpected or adverse outcomes in such litigation;

· current and future economic and market conditions, including the effects of declines in housing prices, high unemployment rates, U.S. fiscal debt, budget and tax matters, geopolitical matters, and any slowdown in global economic growth;

· the adverse impact on the U.S. economy, including the markets in which we operate, of the novel coronavirus, which causes the Coronavirus disease 2019 global pandemic, and the impact of a slowing U.S. economy and increased unemployment on the performance of our loan and lease portfolio, the market value of our investment securities, the availability of sources of funding and the demand for our products;

· our capital and liquidity requirements (including under regulatory capital standards, such as the Basel III capital standards) and our ability to generate capital internally or raise capital on favorable terms;

· financial services reform and other current, pending or future legislation or regulation that could have a negative effect on our revenue and businesses, including the Dodd-Frank Act and other legislation and regulation relating to bank products and services;

· the effect of the current interest rate environment or changes in interest rates or in the level or composition of our assets or liabilities on our net interest income, net interest margin and our mortgage originations, mortgage servicing rights and mortgage loans held for sale;

· the effect of a fall in stock market prices on our brokerage, asset and wealth management businesses;

· a failure in or breach of our operational or security systems or infrastructure, or those of our third-party vendors or other service providers, including as a result of cyber attacks;

· the effect of changes in the level of checking or savings account deposits on our funding costs and net interest margin; and

· our ability to develop and execute effective business plans and strategies.

Additional factors that may cause our actual results to differ materially from those described in our forward-looking statements can be found in our Form 10-K for the year ended December 31, 2020, as well as our other filings with the SEC, which are available on the SEC website at www.sec.gov.

All forward-looking statements included in this filing are made as of the date hereof and are based on information available at the time of the filing. Except as required by law, First Financial does not assume any obligation to update any forward-looking statement.

About First Financial Bancorp. 

First Financial Bancorp. is a Cincinnati, Ohio based bank holding company. As of September 30, 2021, the Company had $16.0 billion in assets, $9.4 billion in loans, $12.7 billion in deposits and $2.2 billion in shareholders' equity. The Company's subsidiary, First Financial Bank, founded in 1863, provides banking and financial services products through its six lines of business: Commercial, Retail Banking, Investment Commercial Real Estate, Mortgage Banking, Commercial Finance and Wealth Management. These business units provide traditional banking services to business and retail clients. Wealth Management provides wealth planning, portfolio management, trust and estate, brokerage and retirement plan services and had approximately $3.2 billion in assets under management as of September 30, 2021. The Company operated 139 full service banking centers as of September 30, 2021, primarily in Ohio, Indiana, Kentucky and Illinois, while the Commercial Finance business lends into targeted industry verticals on a nationwide basis. Additional information about the Company, including its products, services and banking locations, is available at www.bankatfirst.com.

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Media Contacts:

Timothy Condron, Corporate Communications Director

Email: media@bankatfirst.com

Peter Osborne

Email: peter.osborne@keypointpr.com

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Cover	Dec. 29, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 29, 2021
Entity File Number	001-34762
Entity Registrant Name	FIRST FINANCIAL BANCORP.
Entity Central Index Key	0000708955
Entity Tax Identification Number	31-1042001
Entity Incorporation, State or Country Code	OH
Entity Address, Address Line One	255 East Fifth Street
Entity Address, Address Line Two	Suite 700
Entity Address, City or Town	Cincinnati
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45202
City Area Code	877
Local Phone Number	322-9530
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, No par value
Trading Symbol	FFBC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false