Deal Overview

Buyer:

Nicolet Bankshares, Inc.

Actual Acquirer:

Nicolet Bankshares, Inc.

Target:

Advantage Community Bancshares, Inc.

Deal Type:

Bank & Thrift Company

Agreement Date:

3/2/2020

Announcement Date:

3/2/2020

Announced Deal Value ($ M):

NA

Status:

Pending

Completion Date:

NA

Announced Deal Value Per Share ($ )

NA

Deal Terms
Description of Consideration

The terms of the cash deal were not disclosed. Target financials are for Advantage Community Bank.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? In Market
Goodwill Generated ($ 000) NA
Estimated Cost Savings (%) NA
Estimated Cost Savings ($ 000) NA
Est. Restructuring Charges ($ 000) NA
Maximum Termination Fee ($ 000) NA
Minimum Termination Fee ($ 000) NA
Exchange Ratio (Common For Common) NA
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement NA
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) NA

Deal Adviser

Financial Advisers

Party Advised

Adviser Hired?

Buyer NA

Firm Name : NA

Seller Yes

Firm Name : Wipfli Corporate Finance

Legal Counsel

Party Advised

Buyer

Adviser Hired? : Yes

Firm Name : Bryan Cave Leighton Paisner

Seller

Adviser Hired? : Yes

Firm Name : Boardman & Clark LLP

Deal Overview

Buyer:

Nicolet Bankshares, Inc.

Actual Acquirer:

Nicolet Bankshares, Inc.

Target:

Advantage Community Bancshares, Inc.

Deal Type:

Bank & Thrift Company

Agreement Date:

2/17/2020

Announcement Date:

2/17/2020

Announced Deal Value ($ M):

129.58

Status:

Terminated

Completion Date:

5/18/2020

Announced Deal Value Per Share ($ )

83.17

Deal Pricing Ratios
Announcement
Completion
Price / Book (%) 197.6 NA
Price / Tangible Book (%) 198.0 NA
Price / Earnings (x) 18.0 NA
Price / Deposits (%) 21.30 NA
Price / Assets (%) 18.35 NA
Tangible Book Premium/ Deposits (%) 16.41 NA
Deal Terms
Description of Consideration

Nicolet Bankshares Inc. would have exchanged 1.15 shares of its common stock for each of the remaining outstanding share of Commerce Financial Holdings Inc. In addition to this, outstanding stock options would have received in cash approximately $2.6 million. Target financials are for Commerce State Bank. Exchange ratio was subject to adjustment based on Nicolet Bankshares Inc.’s closing price within a $62.00-82.00 cap/floor.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? Market Expansion
Goodwill Generated ($ 000) NA
Estimated Cost Savings (%) 36.00
Estimated Cost Savings ($ 000) 5,157
Est. Restructuring Charges ($ 000) 9,000
Maximum Termination Fee ($ 000) 5,000
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) NA
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 5,500

Deal Adviser

Financial Advisers

Party Advised

Adviser Hired?

Buyer NA

Firm Name : NA

Seller Yes

Firm Name : Hillworth LLC

Legal Counsel

Party Advised

Buyer

Adviser Hired? : Yes

Firm Name : Bryan Cave Leighton Paisner

Seller

Adviser Hired? : Yes

Firm Name : Reinhart Boerner Van Deuren sc

Deal Overview

Buyer:

Nicolet Bankshares, Inc.

Actual Acquirer:

Nicolet Bankshares, Inc.

Target:

Advantage Community Bancshares, Inc.

Deal Type:

Bank & Thrift Company

Agreement Date:

6/26/2019

Announcement Date:

6/27/2019

Announced Deal Value ($ M):

72.06

Status:

Completed

Completion Date:

11/8/2019

Announced Deal Value Per Share ($ )

30.57

Consideration Breakout
Common Stock ($M) 82.2
Common Stock Issued 1,184,102
Deal Pricing Ratios
Announcement
Completion
Price / Book (%) 184.0 217.1
Price / Tangible Book (%) 184.0 217.1
Price / Earnings (x) 14.5 18.3
Price / Deposits (%) 23.60 27.39
Price / Assets (%) 16.66 19.25
Tangible Book Premium/ Deposits (%) 19.48 24.49
Deal Terms
Description of Consideration

Nicolet Bankshares Inc. exchanged 0.497 shares of its common stock for each of the remaining outstanding share of Choice Bancorp Inc. Common stock consideration was subject to adjustment based on Nicolet Bankshares Inc. closing price within a $55.00-$67.00 cap/floor. Nicolet Bankshares Inc. also assumed Choice Bancorp Inc.’s certain debt.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? In Market
Goodwill Generated ($ 000) 44,594
Estimated Cost Savings (%) 39.00
Estimated Cost Savings ($ 000) 2,629
Est. Restructuring Charges ($ 000) 3,800
Maximum Termination Fee ($ 000) 3,000
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.497000
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 1,700

Deal Adviser

Financial Advisers

Party Advised

Adviser Hired?

Buyer No

Firm Name : NA

Seller Yes

Firm Name : Stephens Inc.

Legal Counsel

Party Advised

Buyer

Adviser Hired? : Yes

Firm Name : Bryan Cave Leighton Paisner

Seller

Adviser Hired? : Yes

Firm Name : Reinhart Boerner Van Deuren sc

Deal Overview

Buyer:

Nicolet Bankshares, Inc.

Actual Acquirer:

Nicolet Bankshares, Inc.

Target:

Advantage Community Bancshares, Inc.

Deal Type:

Bank & Thrift Company

Agreement Date:

11/3/2016

Announcement Date:

11/4/2016

Announced Deal Value ($ M):

74.13

Status:

Completed

Completion Date:

4/28/2017

Announced Deal Value Per Share ($ )

130.56

Consideration Breakout
Cash ($M) 18.7
Common Stock ($M) 65.7
Common Stock Issued 1,309,885
Deal Pricing Ratios
Announcement
Completion
Price / Book (%) 164.7 186.4
Price / Tangible Book (%) 164.7 186.4
Price / Earnings (x) 22.1 27.1
Price / Deposits (%) 19.57 22.78
Price / Assets (%) 16.12 18.81
Tangible Book Premium/ Deposits (%) NA 12.23
Deal Terms
Description of Consideration

Nicolet Bankshares Inc. paid $131.50 per share in cash or exchanged 3.1260 shares of its common stock for each of the outstanding share of First Menasha Bancshares Inc., subject to 75% of the consideration being paid in stock. Exchange ratio was subject to adjustment based on Nicolet Bankshares Inc.'s closing price within a $33.55-$43.55 cap/floor. Nicolet Bankshares Inc. also assumed First Menasha Bancshares Inc.'s Trust Preferred Securities.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? Partial Overlap
Goodwill Generated ($ 000) 41,600
Estimated Cost Savings (%) 25.00
Estimated Cost Savings ($ 000) 3,000
Est. Restructuring Charges ($ 000) NA
Maximum Termination Fee ($ 000) 3,250
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 3.126000
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 3,700

Deal Adviser

Financial Advisers

Party Advised

Adviser Hired?

Buyer No

Firm Name : NA

Seller Yes

Firm Name : Stephens Inc.

Legal Counsel

Party Advised

Buyer

Adviser Hired? : Yes

Firm Name : Bryan Cave Leighton Paisner

Seller

Adviser Hired? : Yes

Firm Name : Reinhart Boerner Van Deuren sc

Deal Overview

Buyer:

Nicolet Bankshares, Inc.

Actual Acquirer:

Nicolet Bankshares, Inc.

Target:

Baylake Corp.

Deal Type:

Bank & Thrift Company

Agreement Date:

9/8/2015

Announcement Date:

9/8/2015

Announced Deal Value ($ M):

142.72

Status:

Completed

Completion Date:

4/29/2016

Announced Deal Value Per Share ($ )

15.02

Consideration Breakout
Cash ($M) 165.1
Common Stock ($M) 4,344,243
Deal Pricing Ratios
Announcement
Completion
Price / Book (%) 133.7 152.8
Price / Tangible Book (%) 143.8 167.6
Price / Earnings (x) 15.2 20.7
Price / Deposits (%) 18.81 19.30
Price / Assets (%) 14.61 15.33
Tangible Book Premium/ Deposits (%) 6.37 8.11
Deal Terms
Description of Consideration

In a merger of equals, Nicolet Bankshares Inc. exchanged 0.4517 shares of its common stock for each outstanding share of Baylake Corp. common stock. In addition, Baylake Corp. declared and paid a special cash dividend of $0.40 per share to its shareholders prior to the closing of the merger. Nicolet Bankshares Inc. also assumed Baylake Corp.'s Trust Preferred Securities and Trust Debentures.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? Yes
Geographic Expansion? Partial Overlap
Goodwill Generated ($ 000) 65,500
Estimated Cost Savings (%) 24.80
Estimated Cost Savings ($ 000) 7,000
Est. Restructuring Charges ($ 000) 800
Maximum Termination Fee ($ 000) 7,000
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.451700
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 17,259

Deal Adviser

Financial Advisers

Party Advised

Adviser Hired?

Buyer No

Firm Name : Keefe Bruyette & Woods Inc.

Seller Yes

Firm Name : Sandler O'Neill & Partners LP

Legal Counsel

Party Advised

Buyer

Adviser Hired? : Yes

Firm Name : Bryan Cave Leighton Paisner

Seller

Adviser Hired? : Yes

Firm Name : Reinhart Boerner Van Deuren sc

Deal Overview

Buyer:

Nicolet Bankshares, Inc.

Actual Acquirer:

Nicolet Bankshares, Inc.

Target:

Mid-Wisconsin Financial Services, Inc.

Deal Type:

Bank & Thrift Company

Agreement Date:

11/28/2012

Announcement Date:

11/28/2012

Announced Deal Value ($ M):

10.19

Status:

Completed

Completion Date:

4/26/2013

Announced Deal Value Per Share ($ )

6.15

Consideration Breakout
Cash ($M) 10.2
Common Stock ($M) 589,159
Deal Pricing Ratios
Announcement
Completion
Price / Book (%) 38.3 40.1
Price / Tangible Book (%) 38.3 40.1
Price / Earnings (x) NM NM
Price / Deposits (%) 2.80 2.87
Price / Assets (%) 4.42 4.51
Tangible Book Premium/ Deposits (%) NA (4.81)
Deal Terms
Description of Consideration

Nicolet Bankshares Inc. exchanged 0.3727 shares of its common stock for each outstanding share of Mid-Wisconsin Financial Services Inc. Nicolet Bankshares Inc. also assumed $10.3 million of junior subordinated debentures.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? Market Expansion
Goodwill Generated ($ 000) NA
Estimated Cost Savings (%) NA
Estimated Cost Savings ($ 000) NA
Est. Restructuring Charges ($ 000) 2,000
Maximum Termination Fee ($ 000) 750
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.372700
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 4,136

Deal Adviser

Financial Advisers

Party Advised

Adviser Hired?

Buyer No

Firm Name : Sandler O'Neill & Partners LP

Seller Yes

Firm Name : Raymond James & Assoc. Inc.

Legal Counsel

Party Advised

Buyer

Adviser Hired? : Yes

Firm Name : Bryan Cave Leighton Paisner

Seller

Adviser Hired? : Yes

Firm Name : Barack Ferrazzano Kirschbaum

Deal Overview

Buyer:

Nicolet Bankshares, Inc.

Actual Acquirer:

Nicolet National Bank

Target:

4 Branches

Deal Type:

Bank & Thrift Company

Seller:

Anchor BanCorp Wisconsin Inc.

Agreement Date:

5/4/2010

Announcement Date:

5/5/2010

Number of Target

4

Branches

De Pere (2) WI

Branch Locations

De Pere (2) WI

Announced Deal Value ($ M):

5,862

Status:

Completed

Completion Date:

7/23/2010

Deal Terms
Description of Consideration
NA
Financials
Deposits ($ 000) 117,249
Total Assets ($ 000) 111,387

Deal Adviser

Financial Advisers

Party Advised

Adviser Hired?

Buyer No

Firm Name : NA

Seller Yes

Firm Name : Sandler O'Neill & Partners LP

Legal Counsel

Party Advised

Buyer

Adviser Hired? : Yes

Firm Name : Barack Ferrazzano Kirschbaum

Seller

Adviser Hired? : Yes

Firm Name : Michael Best & Friedrich LLP

Deal Overview

Buyer:

Nicolet Bankshares, Inc.

Actual Acquirer:

Nicolet National Bank

Target:

1 Branch

Deal Type:

Bank & Thrift Company

Seller:

Republic Bancorp Inc.

Agreement Date:

9/19/2003

Announcement Date:

9/19/2003

Number of Target

1

Branches

Menominee MI

Branch Locations

350

Announced Deal Value ($ M):

3.03

Status:

Completed

Completion Date:

12/5/2003

Deal Terms
Description of Consideration
NA
Financials
Deposits ($ 000) 11,547
Total Assets ($ 000) 11,197

Deal Adviser

Financial Advisers

Party Advised

Adviser Hired?

Buyer No

Firm Name : NA

Legal Counsel

Party Advised

Buyer

Adviser Hired? : Yes

Firm Name : Powell Goldstein LLP

Seller

Adviser Hired? : NA

Firm Name : NA

Deal Overview

Buyer:

Nicolet Bankshares, Inc.

Actual Acquirer:

Nicolet National Bank

Target:

Bank & Thrift Company

Seller:

FDIC

Deal Type:

Government Assisted

Type of Govt Assisted

Purchase/ Assumption

Transaction:

8/9/2013

Agreement Date:

8/9/2013

Announcement Date:

8/9/2013

Date Placed in Conservatorship:

16,208

Estimated Cost to Reg Agency ($ 000)

39.86

Cost to Reg Agency/ Deposits (%)

12/5/2003

Cost to Reg Agency/ Assets (%)

37.21

Assets Sold/ Assets (%)

68.63

Deal Summary

Green Bay, Wis.-based Nicolet Bankshares Inc. unit Nicolet National Bank has assumed all of the deposits and purchased certain assets of Wausau, Wis.-based Bank of Wausau. Bank of Wausau had total core deposits of approximately $37.82 million as of June 30, 2013. Bank of Wausau is the 18th FDIC-insured institution to fail in the nation this year, and the second in Wisconsin.

Deal Terms
Description of Consideration

Nicolet Bankshares Inc. did not pay any premium to the FDIC to assume all of the deposits of Bank of Wausau. Nicolet Bankshares Inc. also purchased certain assets of the failed bank at a certain discount. The FDIC will retain the remaining assets for later disposition.

Assets Sold in Resolution ($ 000) 29,900
Deposits Transferred ($ 000) 40,663
Deposits Liquidated ($ 000) 0
Premium Paid ($ 000) 0.000

Deal Adviser

Financial Advisers

Party Advised

Adviser Hired?

Buyer Yes

Firm Name : Hovde Group LLC

Deal Overview

Buyer:

Nicolet Bankshares, Inc.

Actual Acquirer:

Nicolet National Bank

Target:

Navigator Planning Group, LLC

Seller:

Navigator Planning Group, LLC

Deal Type:

Securities & Investments Company

Agreement Date:

4/1/2016

Announcement Date:

1/25/2016

Announced Deal Value ($ M):

NA

Announced Deal Value Per Share ($ )

NA

Status:

Completed

Completion Date:

4/1/2016

Consideration Breakout
Cash ($M) 0.8
Common Stock ($M) 2.6
Non-contingent Future Payment ($M) 1.5
Deal Terms
Description of Consideration

Nicolet Bankshares Inc. paid approximately $0.8 million in cash and issued $2.6 million of Nicolet's common stock to acquire Navigator Planning Group LLC. In addition to this, Nicolet Bankshares recorded a $1.5 million earn-out liability payable to one principal in the future (which may require adjustment based on change in initial business purchased over a period, but not contingent upon the principal’s employment).

Percent Acquired (%) 100.00
Merger of Equals? No
Estimated Cost Savings (%) NA
Estimated Cost Savings ($ 000) NA
Est. Restructuring Charges ($ 000) NA

Deal Adviser

Financial Advisers

Party Advised

Adviser Hired?

Buyer NA

Firm Name : NA

Legal Counsel

Party Advised

Buyer

Adviser Hired? : Yes

Firm Name : Bryan Cave Leighton Paisner

Seller

Adviser Hired? : NA

Firm Name : NA

Deal Overview

Buyer:

Nicolet Bankshares, Inc.

Actual Acquirer:

Nicolet National Bank

Target:

Brookfield Investment Partners, LLC

Seller:

Brookfield Investment Partners, LLC

Deal Type:

Securities & Investments Company

Agreement Date:

5/14/2008

Announcement Date:

5/14/2008

Announced Deal Value ($ M):

NA

Announced Deal Value Per Share ($ )

NA

Status:

Completed

Completion Date:

5/31/2008

Deal Terms
Description of Consideration

The terms of the deal were not disclosed.

Percent Acquired (%) 100.00
Purchase Method Purchase
Merger of Equals? No
Estimated Cost Savings (%) NA
Estimated Cost Savings ($ 000) NA
Est. Restructuring Charges ($ 000) NA