July 3, 2025
Nelson Mullins served as legal counsel to Old Second Bancorp, Inc. in its completed merger with Bancorp Financial, Inc., the parent company of Evergreen Bank Group, headquartered in Oak Brook, Illinois. The completed transaction was announced on July 1, nearly four months after the merger was announced.
Under the terms of the agreement, Bancorp Financial shareholders received 2.5814 shares of Old Second common stock and $15.93 in cash for each share of Bancorp Financial common stock, representing a transaction mix of approximately 75% stock and 25% cash. The deal was valued at approximately $197 million based on Old Second’s closing share price at signing.
The combined company now has approximately $7 billion in assets, $5.95 billion in deposits, and $5.09 billion in loans, and operates across 56 locations throughout the greater Chicago metropolitan area. The transaction is expected to be over 16% accretive to Old Second’s earnings per share in the first full year and enhance returns on both assets and tangible common equity.
Nelson Mullins’ multi-disciplinary acquisition team was led by partners Brennan Ryan, John Willis, Brittany McIntosh, Rusty Melges, and Ann Murray across the firm’s corporate, tax, regulatory, and executive compensation practices.
Piper Sandler & Co. served as financial advisor to Old Second Bancorp. Keefe, Bruyette & Woods, A Stifel Company, served as financial advisor and Vedder Price P.C. served as legal counsel to Bancorp Financial.
These materials have been prepared for informational purposes only and are not legal advice. This information is not intended to create, and receipt of it does not constitute, an attorney-client relationship. Internet subscribers and online readers should not act upon this information without seeking professional counsel.