First Financial Files S-4 for $111.3M First Illinois Merger; Vote Set for Dec 11

summarizeSummary

First Financial filed the S-4/proxy for its $111.3 million all-stock-and-cash acquisition of First Illinois, setting a December 11 shareholder vote and detailing election caps, proration and a $4.4 million break fee.

check_boxKey Events · M&A and Partnerships · THFF

• S-4 Filed for First Illinois Merger

  Registration statement/proxy filed October 30, 2026 for the August 26, 2026 merger; First Illinois holders elect 0.5727 THFF shares or $44.35 cash per share, valuing the deal at about $111.3 million based on the August 26 close.

• Election Caps and Proration Terms

  Cash elections are capped at 727,377 First Illinois shares and stock elections at 1,697,213; oversubscription is prorated, so holders may receive a different cash/stock mix than elected.

• Equity Shortfall Price Adjustment

  Merger consideration is cut dollar-for-dollar if First Illinois' adjusted consolidated shareholders' equity at closing is below $82,437,826.

• December 11 Vote; Q1 2027 Closing Target

  First Illinois special meeting set for December 11, 2026 (record date November 6); closing targeted for Q1 2027, subject to Fed, OCC and IDFPR approvals and a March 31, 2027 outside date.

auto_awesomeAnalysis · THFF · Finance

The S-4 puts hard mechanics on the previously announced First Illinois acquisition. FFC will issue about 971,994 shares (roughly 8% of the combined company) plus up to $44.35 per share in cash, with cash elections capped at 727,377 First Illinois shares and stock elections at 1,697,213 — so holders may not get the mix they elect. The price can also be cut dollar-for-dollar if First Illinois' closing equity falls below $82,437,826. Approval is close to locked: directors holding about 40.7% have signed voting agreements, leaving only about 226,000 shares (roughly 9.3%) needed. Closing is targeted for Q1 2027 after the December 11 vote and Fed, OCC and Illinois regulatory approvals.