Current Report Filing (8-k)
September 07 2021 - 9:07AM
Edgar (US Regulatory)
0000036506
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0000036506
2021-09-03
2021-09-03
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xbrli:shares
iso4217:USD
xbrli:shares
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): September 3, 2021
MACKINAC FINANCIAL CORPORATION
(previous filings under the name NORTH COUNTRY
FINANCIAL CORPORATION)
(NICOLET BANKSHARES, INC., as successor by
merger to
MACKINAC FINANCIAL CORPORATION)
(Exact name of registrant as specified in
its charter)
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michigan
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0-20167
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38-2062816
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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130 SOUTH CEDAR STREET,
MANISTIQUE, michigan
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49854
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (888) 343-8147
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each
class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Common Stock
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MFNC
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Nasdaq Stock Market
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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). ¨
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 ¨
Introductory Note
On September 3, 2021, pursuant to the Agreement and Plan of Merger,
dated April 12, 2021 (the “Merger Agreement”), between Mackinac Financial Corporation (the “Company”)
and Nicolet Bankshares, Inc. (“Nicolet”), the Company merged with and into Nicolet with Nicolet continuing as the surviving
corporation (“Merger”).
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Item 2.01
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Completion of Acquisition or Disposition of Assets
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As referenced above, on September 3, 2021,
pursuant to the Merger Agreement, the Company merged with and into Nicolet with Nicolet continuing as the surviving corporation. Immediately
after the Merger, mBank, the wholly-owned bank subsidiary of Mackinac (“mBank”), merged with and into Nicolet National
Bank, Nicolet’s wholly-owned bank subsidiary, with Nicolet National Bank continuing as the surviving bank, with all former mBank
bank branches operating under the Nicolet National Bank brand.
Pursuant to the terms and conditions set forth
in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Company common stock,
no par value per share (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time was
converted into the right to receive 0.22 shares of Nicolet common stock (“Nicolet Common Stock”) and $4.64 in cash.
Each holder of Company Common Stock converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a
share of Nicolet Common Stock (after taking into account all shares held by such holder) will instead receive cash (without interest)
in lieu of such fractional share in accordance with the terms of the Merger Agreement.
As a result of the Merger, Nicolet is
issuing approximately 2.3 million shares of Nicolet Common Stock, valued at $76.74 per share based on the closing price of Nicolet’s
common stock on the Nasdaq Capital Market on September 2, 2021, the last trading day prior to consummation of the Merger, and paying approximately
$50 million cash. The value of the total merger consideration was approximately $230 million.
The foregoing description of the Merger and
the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was
filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the
“SEC”) on April 12, 2021, which is incorporated herein by reference.
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Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On September 3, 2021, the NASDAQ Stock
Market (“NASDAQ”) was notified of the consummation of the Merger, which notice requested that NASDAQ (i)
after market close on September 3, 2021, suspend trading in the Company Common Stock and withdraw the Company Common Stock from
listing on NASDAQ and (ii) file with the SEC, as promptly as practicable, a notification of removal from listing of the Company
Common Stock on Form 25 and of deregistration under Section 12(b) of the Securities Exchange Act of 1934 (the
“Exchange Act”). As a result, the Company Common Stock will no longer be listed on NASDAQ.
Additionally, Nicolet, as successor to the
Company, intends to file with the SEC a Form 15 with respect to the Company Common Stock requesting the deregistration of the Company
Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections
13 and 15(d) of the Exchange Act.
The information set forth under Item 2.01
of this Current Report on Form 8-K is incorporated into this Item 3.01 by reference.
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Item 3.03.
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Material Modification to Rights of Security Holders.
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As of the Effective Time, each holder of a
certificate or book-entry share representing any shares of Company Common Stock ceased to have any rights with respect thereto, except
the right to receive the consideration as described above and subject to the terms and conditions set forth in the Merger Agreement.
The information set forth under Item 2.01
and Item 3.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
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Item 5.01.
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Changes in Control of Registrant.
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The information set forth under Item 2.01
of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On September 3, 2021, effective upon the consummation
of the Merger, all of the Company’s directors and executive officers ceased serving in such capacities.
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
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As of the Effective Time, the Articles of
Incorporation and the Third Amended and Restated Bylaws of Mackinac ceased to be in effect by operation of law.
On September 7, 2021, Nicolet issued a press
release announcing, among other items, the completion of the Merger. A copy of the press release is filed as Exhibit 99.1 hereto
and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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 hereunto
duly authorized.
Date: September 7, 2021
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NICOLET
BANKSHARES, INC.
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(as
successor by merger to Mackinac Financial Corporation)
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By:
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/s/
Michael E. Daniels
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Michael
E. Daniels
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President
and Chief Executive Officer
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Mackinac Financial (NASDAQ:MFNC)
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