Insight Bank in Worthington, Ohio, wanted to expand but, in the end, decided to become a seller.
First Financial (FFBC) in Cincinnati disclosed the $200 million-asset Insight's evolution in a regulatory filing Wednesday. The $6.4 billion-asset company agreed to buy Insight in December for $36.6 million, or $20.50, in cash and stock.
Insight contacted Keefe, Bruyette & Woods in August 2012 to discuss raising capital for future growth opportunities, the filing said. The decision was driven by "the prospect of increasing costs in order to comply with regulatory reform," the filing said.
During a meeting with Harvey Glick, Insight's chief executive, and Peter Geier, its chairman, a KBW representative stated that "certain institutions" could have an interest in Columbus, Ohio, suggesting meetings with those institutions. Insight met with a number of potential suitors from August to November 2012.
KBW received an offer in August 2013 from an unnamed party that valued Insight at $13 a share, which was rejected. Insight executives met with Claude Davis, First Financial's president and CEO, a month later. "Over the next several weeks it became clear through a number of conversations that First Financial was interested in further discussions with Insight," the filing said.
Discussions in November 2013 focused on a deal valued at $19.50 to $20.50 a share, representing a 50% increase from the offer Insight received just three months earlier. KBW contacted various potential acquirers to perform a limited "market check" to determine if anyone else was interested in buying Insight.
"KBW advised the board that a market check of other potential acquirers indicated that there was not an interest in a potential combination with Insight by other likely potential acquirers," the filing said, "and that the proposal by First Financial would provide a very attractive opportunity for Insight shareholders."
First Financial's filing also detailed the agreement it has with Insight to orchestrate Insight's exit from the Small Business Lending Fund. Insight has $4.25 million in SBLF capital from the Treasury Department; the bank plans to redeem its preferred stock before shareholders meet to vote on the sale. The filing did not provide a date for the shareholders' meeting.
First Financial agreed to provide Insight with the funds necessary to redeem the shares. Insight will have to reimburse First Financial if its sale falls through, the filing said.