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EX-23.1 - EX-23.1 - FIRSTMERIT CORP /OH/ | l40290exv23w1.htm |
EX-99.2 - EX-99.2 - FIRSTMERIT CORP /OH/ | l40290exv99w2.htm |
Table of Contents
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 14, 2010
FirstMerit Corporation
(Exact name of registrant as specified in its charter)
Ohio (State or other jurisdiction of incorporation) |
0-10161 (Commission File Number) |
34-1339938 (IRS Employer Identification No.) |
III Cascade Plaza, 7th Floor Akron, OH (Address of principal executive offices) |
44308 (Zip Code) |
Registrants telephone number, including area code: (330) 966-6300
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))
TABLE OF CONTENTS
Item 2.01 Completion of Acquisition or Disposition of Assets | ||||||||
Item 9.01 Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
Exhibit Index | ||||||||
EX-23.1 | ||||||||
EX-99.2 |
Table of Contents
Explanatory Note
On May 17, 2010, FirstMerit Corporation (the Corporation) filed a Current Report on Form 8-K
(the Original Report) to report that its wholly owned subsidiary, FirstMerit Bank, N.A. (the
Bank) had entered into a purchase and assumption agreement on May 14, 2010 (the Agreement) with
the Federal Deposit Insurance Corporation (FDIC), as receiver, pursuant to which the Bank
acquired certain assets and assumed substantially all of the deposits and certain liabilities of
Midwest Bank and Trust Company, an Illinois state-chartered bank headquartered in Elmwood Park,
Illinois (Midwest Bank).
This Current Report on Form 8-K/A (the Amendment) amends and supplements the disclosures
provided in Items 2.01 and 9.01 of the Original Report. Except as otherwise provided herein, the
other disclosures made in the Original Report remain unchanged. All financial and other numeric
measures of Midwest Bank as described below were based upon information as of May 14, 2010, and may
be subject to change.
In accordance with the guidance provided in Securities and Exchange Commission Staff
Accounting Bulletin Topic 1.K, Financial Statements of Acquired Troubled Financial Institutions
(SAB 1:K) and a request for relief granted by the Commission, the Corporation has omitted
certain financial information of Midwest Bank required by Rule 3-05 of Regulation S-X and the
related pro forma financial information under Article 11 of Regulation S-X. SAB 1:K provides
relief from the requirements of Rule 3-05 of Regulation S-X and the related pro forma financial
information required under Article 11 of Regulation S-X under certain circumstances, including a
transaction such as the one set forth in the Agreement, in which the Corporation engages in an
acquisition of a troubled financial institution for which historical financial statements are not
reasonably available and in which federal assistance is an essential and significant part of the
transaction.
Statements made in this Amendment, other than those concerning historical financial
information, may be considered forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and are subject to risks and uncertainties. These
forward-looking statements include, without limitation, statements regarding the Corporations
expectations concerning its financial condition, operating results, cash flows, liquidity and
capital resources. A discussion of risks, uncertainties and other factors that could cause actual
results to differ materially from managements expectations is set forth under the captions
Forward-Looking Statements, Risk Factors and Managements Discussion and Analysis of Financial
Condition and Results of Operations in the Corporations Annual Report on Form 10-K for the year
ended December 31, 2009 and in the Corporations Quarterly Report on Form 10-Q for the quarter
ended March 31, 2010.
Item 2.01 Completion of Acquisition or Disposition of Assets
The following discussion of assets acquired and liabilities assumed are presented at estimated
fair value on the date of the Agreement. The fair values of the assets acquired and liabilities
assumed were determined as described in Note 3 to the consolidated statement of assets acquired and
liabilities assumed, dated as of May 14, 2010 for the Agreement, and the accompanying notes
thereto, which is attached hereto as Exhibit 99.2 and incorporated herein by reference (the
Audited Statement). These fair value estimates are based on the information available, and are
subject to change for up to one year after the closing date of the acquisition as additional
information relative to closing date fair values becomes available. The Bank and the FDIC are
engaged in on-going discussions that may impact which assets and liabilities are ultimately
acquired or assumed by the Bank and/or the purchase price. In addition, the tax treatment of FDIC
assisted acquisitions is complex and subject to interpretations that may result in future
adjustments of deferred taxes as of the acquisition date. The disclosure set forth in this Item
2.01 reflects the status of these items to the best of managements knowledge as of July 27, 2010.
2
Table of Contents
The Midwest Bank acquisition consisted of assets with a fair value of approximately $2.9
billion, including $1.8 billion of loans, $565.3 million of investment securities, $279.4 million
of cash and cash
equivalents, $230.0 million related to the FDICs indemnification of the Bank against certain
future losses described below, $7.4 million in core deposit intangibles and $34.4 million of other
assets. Liabilities with a fair value of approximately $3.0 billion were assumed, including $2.3
billion of deposits, $377.7 million of Federal Home Loan Bank (FHLB) advances, $343.7 million of
security repurchase agreements, and $17.6 million of other liabilities.
Subsequent to May 14, 2010, the Bank paid cash of $227.5 million to the FDIC for the
assumption of the net liabilities. In addition, as part of the consideration for the transaction,
the Bank delivered to the FDIC a cash settled value appreciation instrument (VAI) pursuant to
which the FDIC was granted a cash-settled value appreciation right with respect to 2.5 million
units, with each unit mirroring one share of the common stock of the Corporation. Under the terms
of the VAI, the FDIC had the right to obtain a cash payment equal to the product of: (1) the number
of units with respect to which the FDIC exercises the VAI; and (2) difference between the (A) the
average per share volume weighted price of our common stock over the two Nasdaq trading days
immediately prior to the date on which the VAI is exercised and (B) $22.81. The VAI was exercisable
by the FDIC, in whole or in part, on one or more occasions, for the period commencing on May 21,
2010 and expiring at 5:00 p.m. EST on June 14, 2010. The VAI expired, unexercised, on June 14,
2010.
The Bank recognized $277.7 million of goodwill from the acquisition of certain assets and
assumption of certain liabilities of Midwest Bank from the FDIC which reflects the residual
difference in the fair value of the net liabilities assumed and the payment to the FDIC for
acquiring this net liability. The goodwill is deductible for income tax purposes.
The Bank also entered into loss sharing agreements with the FDIC that collectively cover
one- to four-family and multifamily residential mortgage and construction loans, land development
and other mortgage loans, commercial and industrial loans, consumer loans, and other commercial assets (referred to
collectively as covered assets). Pursuant to the terms of the loss sharing agreements, the FDICs
obligation to reimburse the Bank for losses with respect to covered assets begins with the first
dollar of loss incurred. The FDIC will reimburse the Bank for 80% of losses on covered assets of
Midwest Bank. The Bank will reimburse the FDIC for its share of recoveries with respect to losses
for which the FDIC paid the Bank a reimbursement under the loss sharing agreements. Certain other
assets of Midwest Bank were acquired by the Bank that are not covered by loss sharing agreements
with the FDIC. These assets include marketable securities purchased at fair market value and other
tangible assets.
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Table of Contents
The following table summarizes the assets covered by the FDIC loss sharing agreements
and the estimated fair values:
May 14, 2010 | ||||||||
(dollars in millions) | ||||||||
FDIC | ||||||||
Covered | Estimated | |||||||
Amount | Fair Value | |||||||
Covered Assets: |
||||||||
Loans |
$ | 2,152.6 | $ | 1,830.0 | ||||
Other Real Estate |
27.3 | 26.2 | ||||||
$ | 2,179.9 | $ | 1,856.2 | |||||
The loss sharing agreements applicable to single family residential mortgage loans provides
for FDIC loss sharing and Bank reimbursement to the FDIC for recoveries for ten years. The loss
sharing agreement applicable to commercial loans and other covered assets provides for FDIC loss
sharing for five years and Bank reimbursement to the FDIC for a total of eight years for
recoveries.
The loss sharing agreements are subject to certain servicing procedures as specified in an
agreement with the FDIC. The fair value of the loss sharing agreements was recorded as an
indemnification asset at an estimated fair value of $230.0 million on the acquisition date.
The Bank has also agreed to pay to the FDIC, on March 15, 2020 (the True-Up Measurement
Date), half of the amount, if positive, calculated as: (1) 20% of the intrinsic loss estimate of
the FDIC (approximately $152 million); minus (2) the sum of (A) 25% of the asset premium paid in
connection with the acquisition (approximately $20 million), plus (B) 25% of the Cumulative
Shared-Loss Payments (as defined below) plus (C) the Cumulative Servicing Amount (as defined
below). For the purposes of the above calculation, Cumulative Shared-Loss Payments means: (i) the
aggregate of all of the payments made or payable to the Bank under the Shared-Loss Agreements;
minus (ii) the aggregate of all of the payments made or payable to the FDIC under the Shared-Loss
Agreements. Cumulative Servicing Amount means the Period Servicing Amounts (as defined in the loss
sharing agreements) for every consecutive twelve-month period prior to and ending on the True-Up
Measurement Date in respect of each of the Shared-Loss Agreements during which the loss sharing
provisions of the applicable Shared-Loss Agreement is in effect.
As of May 14, 2010, the FDIC true-up liability is estimated to be $8.5 million. The result of
the calculation is based on the net present value of expected future cash payments to be made by
the Bank to the FDIC at the conclusion of the loss share agreements. The discount rate used was
based on current market rates. The expected cash flows were calculated in accordance with the loss
share agreements and are based primarily on the expected losses on the covered assets.
The foregoing summary of the Agreement, as thereby amended, including the loss sharing
agreements, is not complete and is qualified in its entirety by reference to the full text of the
Agreement, and certain other exhibits attached to this Amendment, which are incorporated herein by
reference.
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Table of Contents
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
Discussion
As set forth in Item 2.01 above, on May 14, 2010, the Bank acquired certain assets and assumed
substantially all of the deposits and certain liabilities of Midwest Bank pursuant to the
Agreement. A narrative description of the anticipated effects of the acquisition on the
Corporations financial condition, liquidity, capital resources and operating results is presented
below. This discussion should be read in conjunction with the historical financial statements and
the related notes of the Corporation, which have been filed with the Securities and Exchange
Commission (the Commission) and the Audited Statement, which is attached hereto as Exhibit 99.2.
The acquisition increased the Corporations total assets and total deposits by approximately
19.30% and 19.42%, respectively, as compared with balances at March 31, 2010, and is expected to
positively affect the Corporations operating results, to the extent the Corporation earns more
from interest earned on its assets than it pays in interest on deposits and other borrowings. The
ability of the Corporation to successfully collect interest and principal on loans acquired and
collect reimbursement from the FDIC on the related indemnification asset will also impact cash
flows and operating results.
The Corporation estimated the acquisition-date fair value of the acquired assets and assumed
liabilities in accordance with Financial Accounting Standards Board (FASB) Accounting Standards
Codification (ASC) Topic 805, Business Combinations (ASC Topic 805) and ASC Topic 820, Fair
Value Measurements. However, the amount that the Corporation realizes on these assets could differ
materially from the carrying value reflected in the attached Audited Statement primarily as a
result of changes in the timing and amount of collections on the acquired loans in future periods.
Because of the loss sharing agreements with the FDIC on these assets, as described in Item 2.01
above, the Corporation does not expect to incur significant losses. To the extent the actual values
realized for the acquired loans differ from the estimated amounts, the indemnification asset will
generally be impacted in an offsetting manner due to the loss sharing support from the FDIC.
Financial Condition
In the acquisition, the Bank purchased $1.8 billion of loans at fair value, net of a $322.6
million estimated discount to the outstanding principal balance, representing approximately 19.93%
of the Corporations total loans, net of the allowance for loan losses, at March 31, 2010. The Bank
also acquired $279.4 million in cash and cash equivalents, and $565.3 million in securities at fair
value.
5
Table of Contents
The following table presents information with respect to the fair value of certain acquired
earning assets and loans, as well as their book balance at acquisition date, contractual term and
average effective yield.
Schedule of Earning Assets Acquired
(dollars in millions)
(dollars in millions)
May 14, 2010 | ||||||||||||||||
Average | Effective | |||||||||||||||
Book | Months | Interest | ||||||||||||||
Balance | Fair Value | to Maturity | Rate | |||||||||||||
Earning Assets |
||||||||||||||||
Interest bearing deposits in other banks, the Federal Reserve, and federal funds sold |
$ | 257.5 | $ | 257.6 | 0.0 | 0.20 | % | |||||||||
Investment securities |
566.3 | 565.3 | 130.7 | 1.97 | % | |||||||||||
Loans |
||||||||||||||||
Single family residential real estate and HELOCs |
307.1 | 253.7 | 94.9 | 6.50 | % | |||||||||||
Commercial real estate |
1,168.5 | 1,034.1 | 26.1 | 6.92 | % | |||||||||||
Real estate construction and land |
229.5 | 177.3 | 6.5 | 7.67 | % | |||||||||||
Installment and consumer |
5.0 | 4.7 | 13.6 | 7.00 | % | |||||||||||
Commercial and industrial |
398.4 | 354.1 | 12.0 | 6.47 | % | |||||||||||
Other Loans |
44.1 | 6.1 | 3.0 | 0.00 | % | |||||||||||
Total Loans |
$ | 2,152.6 | $ | 1,830.0 | ||||||||||||
Total earning assets |
$ | 2,976.4 | $ | 2,652.9 | ||||||||||||
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The following table reflects the scheduled maturities of the acquired loans:
May 14, 2010
(dollars in millions)
(dollars in millions)
Single Family | ||||||||||||||||||||||||||||
Residential Real | Real Estate | |||||||||||||||||||||||||||
estate and | Commerical | Construction | Installment | Commercial | Other | |||||||||||||||||||||||
HELOCs | Real Estate | and Land | and Consumer | and Industrial | Loans | Total | ||||||||||||||||||||||
Contractual maturities: |
||||||||||||||||||||||||||||
One year or less |
$ | 26.0 | $ | 357.2 | $ | 139.9 | $ | 3.2 | $ | 268.0 | $ | 6.1 | $ | 800.4 | ||||||||||||||
One to five years |
121.3 | 629.3 | 36.7 | 1.5 | 84.6 | 0.0 | 873.4 | |||||||||||||||||||||
Over five years |
106.4 | 47.6 | 0.7 | 0.0 | 1.5 | 0.0 | 156.2 | |||||||||||||||||||||
Total |
$ | 253.7 | $ | 1,034.1 | $ | 177.3 | $ | 4.7 | $ | 354.1 | $ | 6.1 | $ | 1,830.0 | ||||||||||||||
Rate Sensitivity: |
||||||||||||||||||||||||||||
Fixed |
$ | 61.8 | $ | 818.3 | $ | 26.6 | $ | 3.9 | $ | 109.4 | $ | 6.1 | $ | 1,026.1 | ||||||||||||||
Variable |
191.9 | 215.8 | 150.7 | 0.8 | 244.7 | 0.0 | 803.9 | |||||||||||||||||||||
$ | 253.7 | $ | 1,034.1 | $ | 177.3 | $ | 4.7 | $ | 354.1 | $ | 6.1 | $ | 1,830.0 | |||||||||||||||
In the acquisition, the Bank assumed $2.3 billion in deposits at estimated fair value. This
amount represents an increase of approximately 19.42% to the Corporations total deposits of $9.4
billion at March 31, 2010. Demand and savings deposit accounts make up $748.7 million of these
assumed deposits. The Bank also assumed $377.7 million in FHLB advances, and $343.7 million in
security repurchase agreements at estimated fair value.
In its assumption of the deposit liabilities, the Bank believed that the customer
relationships associated with these deposits have intangible value. The Bank applied ASC Topic 805,
which prescribes the accounting for goodwill and other intangible assets such as core deposit
intangibles, in a business combination. The Bank determined the estimated fair value of the core
deposit intangible asset totaled $7.4 million, which will be amortized utilizing an accelerated
amortization method over an estimated economic life not to exceed 10 years. In determining the
valuation amount, deposits were analyzed based on factors such as type of deposit, deposit
retention, interest rates, age of deposit relationships, and the maturities of time deposits.
Future amortization of this core deposit intangible asset over the estimated life will
decrease results of operations, net of any potential tax effect. Since amortization is a noncash
item, it will have no effect upon future liquidity and cash flows. For the calculation of
regulatory capital, this core deposit intangible asset is disallowed and is a reduction to equity
capital. The Corporation expects that disallowing this intangible asset will not materially
adversely affect the Corporations or the Banks regulatory capital ratios.
The core deposit intangible asset is subject to significant estimates by management of the
Corporation related to the value and the life of the asset. These estimates could change over time.
The Corporation will review the valuation of this asset periodically to ensure that no impairment has occurred. If any
impairment is subsequently determined, the Bank will record the impairment as an expense in its
consolidated statement of operations.
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Table of Contents
Operating Results and Cash Flows
The Corporations management has from time to time become aware of acquisition opportunities
and has performed various levels of review related to potential acquisitions in the past. This
acquisition was attractive to the Corporation for a variety of reasons, including the:
| attractiveness in the pricing of the acquired loan portfolios including the indemnification assets; | |
| ability to increase the Corporations market share in the Chicago, Illinois region; | |
| attractiveness of immediate low cost core deposit funds given that over the past several years, organic core deposit growth has been exceptionally difficult as financial institutions compete for deposits; and | |
| opportunities to enhance income and efficiency due to duplications of effort and decentralized processes as the Corporation expects to enhance income by centralizing some duties and removing duplications of effort. |
Based on these and other factors, including the level of FDIC support related to the acquired
loans, and other real estate, the Corporation believes that the acquisition will have an immediate
positive impact on its earnings.
The acquisition increased the Corporations total assets and total deposits by 19.30%, or $2.9
billion, and increased total deposits 19.42%, or $2.3 billion, as compared with balances at March
31, 2010. The Corporation believes that the transaction will improve the Banks net interest
income, as the Bank earns more from interest earned on its loans and investments than it pays in
interest on deposits and borrowings.
The extent to which the Banks operating results may be adversely affected by the acquired
loans is largely offset by the loss sharing agreements and the related discounts reflected in the
estimated fair value of these assets at the acquisition date. In accordance with the provisions of
ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality (ASC Topic
310-30), the fair values of the acquired loans reflect an estimate of expected credit losses
related to these assets. As a result, the Corporations operating results would only be adversely
affected by loan losses to the extent that such losses exceed the expected credit losses reflected
in the fair value of these assets at the acquisition date. In addition, to the extent that the
stated interest rate on acquired loans was not considered a market rate of interest at the
acquisition date, appropriate adjustments to the acquisition-date fair value were recorded. These
adjustments mitigate the risk associated with the acquisition of loans earning a below-market rate
of return.
ASC Topic 310-30 applies to a loan with evidence of deterioration of credit quality since
origination, for which it is probable, at acquisition, that the investor will be unable to collect
all contractually required payments receivable. ASC Topic 310-30 prohibits carrying over or
creating an allowance for loan losses upon initial recognition for loans that fall under its scope.
As of the date of the Agreement, the preliminary estimate of the contractual principal and interest
payments for all acquired impaired loans, and non-impaired loans the Bank elected to account for
under ASC Topic 310-30, was $2.4 billion and the estimated fair value of the loans was $1.7
billion, net of an non-accretable yield of $445.3 million and an accretable yield of $242.2
million. These amounts were determined based upon the estimated remaining life of the underlying
loans, which include the effects of estimated prepayments, expected credit losses and market
liquidity and interest rates.
Additionally, the Bank acquired $138.3 million of loans with revolving privileges which were
determined to be outside the scope of ASC Topic 310-30. The loss sharing agreements will likely
have a material impact on the cash flows and operating results of the Corporation in both the
short-term and the long-term. In the short-term, as stated above, it is likely that the covered
assets will experience deterioration in
8
Table of Contents
payment performance or will be determined to have
inadequate collateral values to repay the loans. In such instances, the Corporation will likely no
longer receive payments from the borrowers, which will impact cash flows. The loss sharing
agreements will not fully offset the financial effects of such a situation. However, if a loan is
subsequently charged off or charged down after the Corporation exhausts its best efforts at
collection, the loss sharing agreements will cover a substantial portion of the loss associated
with the covered assets.
The long-term effects that the Corporation may experience will depend primarily on the ability
of the borrowers under the various loans covered by the loss sharing agreements to make payments
over time. As the loss sharing agreements cover up to a 10-year period (5 years for commercial
loans and other assets), changing economic conditions will likely impact the timing of future
charge-offs and the resulting reimbursements from the FDIC. The Corporation believes that any
recapture of interest income and recognition of cash flows from the borrowers or received from the
FDIC (as part of the FDIC indemnification asset) may be recognized unevenly over this period, as
the Corporation exhausts its collection efforts under its normal practices. In addition, the
Corporation recorded substantial discounts related to the purchase of these covered assets. A
portion of these discounts will be accretable into income over the economic life of the loans and
will be dependent upon the timing and success of the Corporations collection efforts on the
covered assets.
Liquidity and Capital Resources
The
transaction significantly enhanced the liquidity position of the
Bank. The Bank
acquired $279.4 million in cash and cash equivalents, as well as $565.3 million of investment
securities, which were subsequently sold. These additions to the Corporations balance sheet
represent additional support for the Corporations liquidity needs.
Deposits in the amount of $2.3 billion were also assumed. Of this amount, 33.16%, or $748.7
million, were in the form of highly liquid transaction accounts. Certificates of deposit and other
time deposits comprised 66.84%, or $1.5 billion, of total deposits.
As permitted by the FDIC, the Bank had the option to reprice the acquired deposit portfolios
to current market rates within seven days of the acquisition date. In addition, depositors had the
option to withdraw funds without penalty. The Bank chose to reprice approximately $359.7 million in
deposits comprised of all assumed brokered deposits. Through June 30, 2010, approximately 33% of
the repriced deposit accounts had been redeemed without penalty.
At March 31, 2010, the Bank was considered well-capitalized based on a calculation of
relevant regulatory ratios. The acquisition decreased the Banks capital ratios, however, the Bank
remains well-capitalized after taking into consideration the results of the acquisition.
The Bank had the following capital ratios at March 31, 2010 and December 31, 2009.
March 31, 2010 | December 31, 2009 | |||||||
Tier 1 Ratio |
9.35 | % | 10.31 | % | ||||
Total Capital Ratio |
10.56 | % | 11.51 | % | ||||
Leverage Ratio |
7.09 | % | 8.00 | % |
9
Table of Contents
Financial Statements
Attached hereto as Exhibit 99.2 and incorporated by reference into this Item 9.01(a) is the
Audited Statement and the accompanying notes thereto.
Report of Independent Registered Public Accounting Firm
Consolidated Statement of Assets Acquired and Liabilities Assumed at May 14, 2010
Notes to Consolidated Statement of Assets Acquired and Liabilities Assumed
Consolidated Statement of Assets Acquired and Liabilities Assumed at May 14, 2010
Notes to Consolidated Statement of Assets Acquired and Liabilities Assumed
The Corporation has omitted certain financial information of Midwest Bank required by Rule
3-05 of Regulation S-X and the related pro forma financial information under Article 11 of
Regulation S-X in accordance with a request for relief granted by the Commission in accordance
with the guidance provided in SAB 1:K. SAB 1:K provides relief from the requirements of Rule 3-05
of Regulation S-X and the related pro forma financial information required under Article 11 of
Regulation S-X under certain circumstances, including a transaction such as the one set forth in
the Agreement, in which the Corporation engages in an acquisition of a troubled financial
institution for which historical financial statements are not reasonably available and in which
federal assistance is an essential and significant part of the transaction.
10
Table of Contents
(d) Exhibits
2.1
|
Purchase and Assumption Agreement Whole Bank All Deposits, among the Federal Deposit Insurance Corporation, receiver of Midwest Bank and Trust Company, Bank, Elmwood Park, Illinois, the Federal Deposit Insurance Corporation and FirstMerit Bank, N.A., dated as of May 14, 2010 (incorporated by reference from Exhibit 2.1 to the Current Report on Form 8-K field with the Commission by the Corporation on May 17, 2010). | |
23.1
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (filed herewith). | |
99.2
|
Report of Independent Registered Public Accounting Firm Consolidated Statement of Assets Acquired and Liabilities Assumed at May 14, 2010 Notes to the Consolidated Statement of Assets Acquired and Liabilities Assumed |
11
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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 thereunto duly authorized.
FirstMerit Corporation |
||||
Date: July 27, 2010 | By: | /s/ Terrence E. Bichsel | ||
Terrence E. Bichsel | ||||
Executive Vice President and Chief Financial Officer |
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Form 8-K | FirstMerit Corporation |
Exhibit Index
Exhibit No. | Description | |
2.1
|
Purchase and Assumption Agreement Whole Bank All Deposits, among the Federal Deposit Insurance Corporation, receiver of Midwest Bank and Trust Company, Bank, Elmwood Park, Illinois, the Federal Deposit Insurance Corporation and FirstMerit Bank, N.A., dated as of May 14, 2010 (incorporated by reference from Exhibit 2.1 to the Current Report on Form 8-K field with the Commission by the Corporation on May 17, 2010). | |
23.1
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (filed herewith). | |
99.2
|
Report of Independent Registered Public Accounting Firm Consolidated Statement of Assets Acquired and Liabilities Assumed at May 14, 2010 Notes to the Consolidated Statement of Assets Acquired and Liabilities Assumed |
13