Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 1, 2021, Old Second Bancorp, Inc. (“Old Second”) completed its previously announced merger (the “Merger”) with West Suburban Bancorp, Inc. (“West Suburban”), pursuant to the Agreement and Plan of Merger and Reorganization, dated as of July 25, 2021 (the “Merger Agreement”). At the effective time of the Merger (the “Effective Time”), West Suburban merged with and into Old Second, with Old Second surviving the Merger. Immediately following the Merger, West Suburban Bank, an Illinois-chartered banking corporation and wholly-owned subsidiary of West Suburban, merged with and into Old Second National Bank (the “Bank”), a national banking association and wholly-owned subsidiary of Old Second, with the Bank continuing as the surviving bank.
Pursuant to the terms of the Merger Agreement, at the Effective Time, each West Suburban shareholder has the right to receive 42.413 shares (the “Exchange Ratio”) of Old Second common stock and $271.15 in cash, without interest, for each share of West Suburban common stock owned by the shareholder, with cash to be paid in lieu of fractional shares. Each outstanding share of Old Second’s common stock remained outstanding and was unaffected by the Merger.
Upon the closing of the Merger, the shares of West Suburban common stock, which were previously quoted on the OTC Pink Open Market under the symbol “WNRP,” will no longer be quoted on the OTC Pink Open Market.
The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, attached as Exhibit 2.1 to Old Second’s Current Report on Form 8-K filed on July 26, 2021, and incorporated herein by reference.
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the Merger and pursuant to the terms of the Merger Agreement, on December 1, 2021, Old Second increased the size of its board of directors (the “Board”), effective immediately after the Effective Time, from 14 to 17 members, and appointed three former West Suburban Bank directors to the Board as follows: Keith Acker, John Williams, Jr. and Keith Kotche (the “New Directors”). Mr. Acker, Mr. Williams and Mr. Kotche will serve, respectively, for terms expiring at Old Second’s 2022, 2023 and 2024 annual stockholders’ meetings, subject to prior death, resignation or removal from office as provided by law. In addition, effective immediately after the Effective Time, the New Directors were appointed as directors of the Bank.
Each of the New Directors has also been assigned to serve on certain committees of the Bank’s board of directors. In particular, Mr. Acker was appointed to the IT Steering Committee, Mr. Williams was appointed to the Risk Committee and Mr. Kotche was appointed to the Loan Committee.
Mr. Kotche and Mr. Williams will participate in Old Second’s standard non-employee director compensation arrangements, as described under “Director Compensation” in Old Second’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 16, 2021, which description is incorporated herein by reference, as such arrangements may be amended from time to time.
As previously disclosed, in connection with the merger, Old Second entered into an employment agreement with Mr. Acker, which became effective on December 1, 2021. A description of the material terms of Mr. Acker’s employment agreement is set forth under “The Merger—Interests of West Suburban Directors and Executive Officers in the Merger—Employment Agreements and Other Compensation—Old Second Employment Agreements,” in the Joint Proxy Statement/Prospectus regarding the Merger that was filed by Old Second with the SEC on October 25, 2021 pursuant to Rule 424(b)(3) (the “Prospectus”), and such description is incorporated herein by reference. The description of Mr. Acker’s employment agreement in the Prospectus does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference. Mr. Acker will not receive additional compensation for his service on the boards of director of Old Second and the Bank.
In addition, as disclosed in the Prospectus, Mr. Acker entered into an Amended and Restated Life Insurance Agreement with West Suburban (the “Life Insurance Agreement”), which Old Second assumed in the Merger. Under the terms of the Life Insurance Agreement, his named beneficiary will be entitled to a death benefit, the amount of which will
