8-K
Bank First Corp (BFC)
UNITED STATES
SECURITIES ANDEXCHANGE COMMISSION
Washington, D.C.20549
FORM 8-K
CURRENT REPORT
Pursuant to Section13 OR 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported) | February 13, 2023 |
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Bank First Corporation
(Exact name of registrant as specified in its charter)
| Wisconsin | 001-38676 | 39-1435359 |
|---|---|---|
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 402 North 8th Street, Manitowoc, WI | 54220 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code | (920) 652-3100 | |
| --- | --- |
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Ticker symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | BFC | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company 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 x
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. x
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
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Effective February 10, 2023, Bank First Corporation, a Wisconsin corporation (“BFC”) completed its previously-announced merger (the “Merger”) with Hometown Bancorp, Ltd., a Wisconsin corporation (“HTB”), pursuant to that certain Agreement and Plan of Merger by and between BFC and HTB, dated as of July 25, 2022 (the “Merger Agreement”). At the closing, HTB merged with and into BFC, with BFC as the surviving corporation. Following the Merger, HTB’s wholly-owned subsidiary bank, Hometown Bank, merged with and into BFC’s wholly-owned subsidiary bank, Bank First, N.A. (“Bank First”), with Bank First as the surviving bank and continuing its corporate existence under the name “Bank First, N.A.” (the “Bank Merger”, and together with the Merger, the “Mergers”).
Pursuant to the Merger Agreement, HTB shareholders are entitled to receive for each share of HTB common stock outstanding immediately prior to the Merger either (i) $29.16 in cash or (ii) 0.3962 of a share of BFC’s common stock, subject to customary proration and allocation procedures such that at least 70% of shares of HTB common stock will receive the stock consideration and no more than 30% of shares of HTB common stock will receive the cash consideration. Each outstanding share of BFC common stock remained outstanding and was unaffected by the Mergers. As a result of the Mergers, BFC will issue approximately 1,450,272 shares of BFC common stock and pay approximately $15,372,728 in cash to former HTB shareholders.
The foregoing description of the Mergers and the Merger Agreement does not purport to be complete and is qualified in its entirety by the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 to BFC's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 26, 2022.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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Pursuant to the Merger Agreement, effective as of February 10, 2023, the board of directors (the “Board”) of BFC (i) increased the size of the Board from eleven to twelve directors and appointed Timothy J. McFarlane to serve as a member of the Boards of BFC and Bank First, and (ii) appointed Mr. McFarlane to serve as the President of BFC and Bank First.
Mr. McFarlane, age 56, began his banking career in 1988 as a Credit Analyst at Valley Bank in Oshkosh, Wisconsin. He joined Bank One in Fond du Lac, Wisconsin, in 1990 where he served as a Credit Analyst, Commercial Loan Officer, and Assistant Vice President of Business Banking. From 1995-2003, Mr. McFarlane served as Community Bank President at Associated Bank and was responsible for its Fond du Lac office, overseeing market growth from $8 million to $100 million. He was recognized as “Leader in Sales” for the Lakeshore Region of the bank and took the Fond du Lac branch from the bottom to the top production quartile. In 2003, Mr. McFarlane joined Hometown Bank in Fond du Lac where he served as President, Chief Executive Officer, and Chairman of the Board of Directors for the bank and holding company. He also served on the Loan, Asset Liability, and Audit and Compensation Committees. During his tenure, he led the successful acquisition of Farmers Exchange Bank in 2015 and United Community Bank in 2018, resulting in the addition of six new branch locations and over $240 million in assets. Under his leadership as President of Hometown Bank, the organization grew from $189 million to $654 million in assets. Mr. McFarlane is very active in the local community, having served on numerous organizations throughout his career. Mr. McFarlane graduated from the University of Wisconsin – Oshkosh with a Bachelor of Business Administration degree. As President of Bank First, he will be responsible for the Bank’s retail and business banking operations, in addition to overseeing the Marketing, Human Resources, Credit Administration, and Deposit and Loan Operations functions. He will play key role in determining the overall strategy of Bank First and ensuring the mission and core values of the organization are upheld while delivering value to the Bank’s employees, customers, shareholders, and communities.
There are no understandings or arrangements with any persons regarding the appointment of Mr. McFarlane to this position, there are no reportable related-party transactions with Mr. McFarlane, and there are no family relationships between him and any other officer or director of BFC. Additionally, Mr. McFarlane has not engaged in any transaction with BFC that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.
In connection with his appointment as President of BFC and Bank First, effective as of February 10, 2023, BFC entered into a change in control agreement with Mr. McFarlane (the “CIC Agreement”). Pursuant to the CIC Agreement, if Mr. McFarlane is terminated without “cause” or resigns for “good reason”, in each case within one year following a “change in control” (as such terms are defined in the CIC Agreement), then Mr. McFarlane will receive: (i) a lump sum severance payment equal to three times his base salary; (ii) a lump sum amount equal to the average bonus received by Mr. McFarlane over the previous three years; and (iii) reimbursement of health insurance coverage premiums for three years, or until Mr. McFarlane becomes eligible for Medicare, subject to Mr. McFarlane’s execution and non-revocation of a general release of claims. In addition, Mr. McFarlane’s outstanding, unvested stock awards will become fully vested upon a change in control.
The foregoing description of the CIC Agreement is qualified in its entirety by the full text of the CIC Agreement, which will be filed as an exhibit to BFC’s Annual Report on Form 10-K for the period ending December 31, 2022.
| Item 8.01 | Other Events. |
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On February 13, 2023, BFC issued a press release announcing the completion of the Mergers. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits
| Exhibit<br> Number | Description of Exhibit |
|---|---|
| 2.1 | Agreement<br> and Plan of Merger, dated as of July 25, 2022, by and between Bank First Corporation and Hometown Bancorp, Ltd. (incorporated by<br> reference to Exhibit 2.1 to Bank First Corporation’s Current Report on Form 8-K filed on July 26, 2022). |
| 99.1 | Press<br> Release of Bank First Corporation dated February 13, 2023. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BANK FIRST CORPORATION | ||
|---|---|---|
| Date: February 13, 2023 | By: | /s/<br> Kevin LeMahieu |
| Kevin LeMahieu | ||
| Chief Financial Officer |
Exhibit 99.1
| NEWS RELEASE |
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P.O. Box 10, Manitowoc, WI 54221-0010
For furtherinformation, contact:
Deb Weyker, Vice President Marketing
Phone: (920) 652-3274
dweyker@bankfirst.com
FOR IMMEDIATE RELEASE
Bank First Corporation announcescompletion of merger with Hometown Bancorp, Ltd.
MANITOWOC, WI, February 13, 2023 -- Bank First Corporation (Nasdaq: BFC) (“Bank First”) the holding company of Bank First, N.A. (the “Bank”), is pleased to announce the completion of its merger with Hometown Bancorp, Ltd. (“Hometown”), the parent company of Hometown Bank, effective February 10, 2023.
Pursuant to the terms of the merger agreement with Hometown, each Hometown shareholder had the option to receive either $29.16 in cash or 0.3962 of a share of Bank First’s common stock in exchange for each share of Hometown common stock, subject to customary proration and allocation procedures, such that no less than 70% of shares of Hometown common stock were to receive the stock consideration and no greater than 30% of shares of Hometown common stock were to receive the cash consideration. Based on final shareholder elections, approximately 87% of the total merger consideration was comprised of Bank First’s common stock and the remaining 13% was paid in cash.
“We are delighted to welcome Hometown Bank employees, customers, and shareholders to Bank First,” stated Mike Molepske, Chairman of the Board and Chief Executive Officer at Bank First. “Hometown is a strong organization which has served its communities well for over 116 years. We are pleased to welcome Tim McFarlane as President, along with a talented team of bankers who are dedicated to delivering value to our customers and shareholders while strengthening relationships in the communities we serve.”
Effective with the closing, Tim McFarlane, President and Chief Executive Officer at Hometown Bank, assumed the role of President at Bank First. He has also been elected to the Board of Directors of Bank First and Bank First, N.A. “Today our team eagerly begins our next chapter as part of the Bank First team,” stated McFarlane. “Since the merger was announced last July, employees from both banks have demonstrated extraordinary teamwork to help ensure a smooth transition for our customers. We are pleased to join an organization which closely aligns with Hometown’s values of relationship-based banking and a culture focused on community involvement.”
The systems conversion took place over the weekend of February 10-12, 2023, and the Cambridge, Fond du Lac (two locations), Pardeeville, Poynette, and Wautoma offices opened as Bank First branches on Monday, February 13, 2023.
With the addition of Hometown Bancorp, Ltd., Bank First Corporation now has assets of approximately $4.2 billion, loans of approximately $3.3 billion, and deposits of approximately $3.5 billion. For more information about Bank First, please visit www.bankfirst.com.
TransactionDetails
Piper Sandler & Co. served as financial advisor to Bank First and Alston & Bird LLP served as legal counsel. Reinhart Boerner Van Deuren, s.c. served as legal counsel to Hometown.
Bank First Corporation
Bank First Corporation provides financial services through its subsidiary, Bank First, N.A., which was incorporated in 1894. Bank First offers loan, deposit, and treasury management products at each of its 28 banking locations in Wisconsin. The Bank has grown through both acquisitions and de novo branch expansion. The Company employs approximately 382 full-time equivalent staff and has assets of approximately $4.2 billion. Insurance services are available through its bond with Ansay & Associates, LLC. Trust, investment advisory, and other financial services are offered through the Bank’s partnership with Legacy Private Trust, and an alliance with Morgan Stanley. The Bank is a co-owner of a bank technology outfitter, UFS, LLC, which provides digital, core, cybersecurity, managed IT, and cloud services. Further information about Bank First Corporation is available by clicking on the Shareholder Services tab at www.bankfirst.com.
Forward-LookingStatements
This news release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, including statements related to the expected returns and other benefits of the merger to shareholders, expected improvement in operating efficiency resulting from the merger, estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the impact on and timing of the recovery of the impact on tangible book value, and the effect of the merger on Bank First’s capital ratios. Forward-looking statements represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements.
Factors that could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the merger may not be realized or take longer than anticipated to be realized, (2) disruption from the merger with customers, suppliers, employee or other business partners relationships, (3) the risk of successful integration of Hometown’s business into Bank First, (4) the amount of the costs, fees, expenses and charges related to the merger, (5) reputational risk and the reaction of each of the companies’ customers, suppliers, employees or other business partners to the merger, (6) the risk that the integration of Hometown’s operations into the operations of Bank First will be materially delayed or will be more costly or difficult than expected, (7) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors, events or liabilities, (8) the dilution caused by Bank First’s issuance of additional shares of its common stock in the merger transaction, (9) the diversion of management time on issues related to the merger, (10) the ability of Bank First to effectively manage the larger and more complex operations of the combined company following the merger, (11) the risk of potential litigation or regulatory action related to the merger, and (12) general competitive, economic, political and market conditions. Further information regarding Bank First and factors which could affect the forward-looking statements contained herein can be found in Bank First’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, Bank First’s quarterly reports on Form 10-Q, and its other filings with the Securities and Exchange Commission. Consequently, no forward-looking statement can be guaranteed. Neither Bank First nor Hometown undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For any forward-looking statements made in this news release or any related documents, Bank First and Hometown claim protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.