Northwest Bancshares, Inc 8-K, filed Mar 30, 2020
Northwest Bancshares, Inc. (NWBI)
8-K
2020-03-30
For: 2020-03-27
View Original
Added on
April 04, 2026
About this 8-K
Northwest Bancshares, Inc filed this 8-K on March 30, 2020, reporting on events of March 27, 2020.
Items reported
- Item 8.01: Other events
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): March 27, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (Commission File No.) | (I.R.S. Employer | ||
of incorporation) | Identification No.) | |||
(Address of principal executive office) | (Zip code) | |||
Registrant’s telephone number, including area code: (814 ) 726-2140
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by a 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 ☐
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. ☐
Forward-Looking Statements
This current report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the anticipated closing date of the merger between Northwest Bancshares, Inc. (the “Company”) and MutualFirst Financial, Inc. ("MutualFirst Financial").
Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. The following factors, among others, could cause actual results to differ materially from the anticipated results expressed in the forward-looking statements: the businesses of the Company and MutualFirst Financial may not be combined successfully, or such combination may take longer than expected; credit and interest rate risks associated with the Company’s and MutualFirst Financial’s respective businesses; and difficulties associated with achieving expected future financial results. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Company’s reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s Internet website (www.sec.gov). All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to the Company or MutualFirst Financial or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, the Company and MutualFirst Financial do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.
Item 8.01 Other Events
The Company has received all regulatory approvals and non-objections required pursuant to the previously announced Agreement and Plan of Merger (the “Merger Agreement”) by and among MutualFirst Financial, dated October 29, 2019. In addition, the shareholders of MutualFirst Financial previously approved the merger at its special meeting on March 6, 2020. Pursuant to the Merger Agreement, MutualFirst Financial will merge with and into the Company, with the Company as the surviving entity. Immediately thereafter, MutualBank, the wholly owned subsidiary of MutualFirst Financial, will merge with and into Northwest Bank, the wholly owned subsidiary of the Company, with Northwest Bank as the surviving entity. The merger is anticipated to close on or about April 24, 2020, in conjunction with a data processing conversion of the systems utilized by MutualBank to the systems utilized by Northwest Bank.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) None
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.
NORTHWEST BANCSHARES, INC. | ||||
DATE: | March 30, 2020 | By: | /s/ William W. Harvey, Jr. | |
William W. Harvey, Jr. | ||||
Chief Financial Officer | ||||