UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 30, 2016

First Busey Corporation
(Exact name of registrant as specified in its charter)

100 W. University Ave.
Champaign, Illinois  61820
(Address of principal executive offices) (Zip code)

(217) 365-4544
(Registrant's telephone number, including area code)

                                                                                                                                                               N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01

Completion of Acquisition or Disposition of Assets.

On April 30, 2016, First Busey Corporation, a Nevada corporation ("First Busey"), completed its previously announced merger (the "Merger") with Pulaski Financial Corp., a Missouri corporation ("Pulaski"), pursuant to an Agreement and Plan of Merger, dated December 3, 2015, by and between First Busey and Pulaski.  Under the terms of the Merger Agreement, Pulaski was merged into First Busey with First Busey remaining as the surviving entity.  On May 2, 2016, First Busey filed a Current Report on Form 8-K with the Securities and Exchange Commission to report the completion of the Merger and other related matters. The purpose of this filing is to amend the Form 8-K filed on May 2, 2016 to include the information required by Item 9.01(a) and (b).

The audited consolidated financial statements of Pulaski as of September 30, 2015 and 2014 and for each of the three years ended September 30, 2015, 2014 and 2013, as well as the accompanying notes thereto and the related Report of the Independent Registered Public Accounting Firm, filed on Form 10-K are filed as Exhibit 99.1 and incorporated herein by reference.

The unaudited consolidated financial statements of Pulaski as of December 31, 2015 and for the three months ended December 31, 2015 and 2014, as well as the accompanying notes thereto, filed on Form 10-Q are filed as Exhibit 99.2 and incorporated herein by reference.

The unaudited pro forma condensed combined financial statements of First Busey as of and for the year ended December 31, 2015 and for the three months ended March 31, 2016, are filed as Exhibit 99.3 and incorporated herein by reference.

23.1

Consent of KPMG LLP

99.1

Audited consolidated financial statements of Pulaski Financial Corp. as of September 30, 2015 and 2014 and for each of the three years ended September 30, 2015, 2014 and 2013, as well as the accompanying notes thereto and the related Report of the Independent Registered Public Accounting Firm (incorporated by reference to the Form 10-K filed by Pulaski on December 11, 2015 (File No. 000-24571))

99.2

Unaudited consolidated financial statements of Pulaski as of December 31, 2015 and for the three months ended December 31, 2015 and 2014, as well as the accompanying notes thereto (incorporated by reference to the Form 10-Q filed by Pulaski on February 9, 2016 (File No. 000-24571))

99.3

Unaudited pro forma condensed combined financial statements of First Busey as of and for the year ended December 31, 2015 and for the three months ended March 31, 2016

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  July 12, 2016

First Busey Corporation

Name:  Robin N. Elliott

Title:    Chief Operating Officer and Chief Financial Officer

Consent of Independent Registered Public Accounting Firm

The Board of Directors
First Busey Corporation:

We consent to the incorporation by reference in the Form 8-K/A of First Busey Corporation, of our reports dated December 11, 2015, with respect to the consolidated balance sheets of Pulaski Financial Corp. and subsidiaries as of September 30, 2015 and 2014, and the related consolidated statements of comprehensive income, stockholders' equity, and cash flows for each of the years in the three-year period ended September 30, 2015, and the effectiveness of internal control over financial reporting as of September 30, 2015, which reports appear in the 2015 Annual Report to Stockholders incorporated by reference in the September 30, 2015 Annual Report on Form 10-K of Pulaski Financial Corp.

/s/ KPMG LLP

St. Louis, Missouri
July 12, 2016

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following tables show selected unaudited pro forma condensed combined financial information about the financial condition and results of operations of First Busey Corporation ("First Busey"), including per share data, after giving effect to the merger with Pulaski Financial Corp. ("Pulaski") and other pro forma adjustments. The selected unaudited pro forma condensed combined financial information assumes that the merger is accounted for under the acquisition method of accounting for business combinations in accordance with GAAP, and that the assets and liabilities of Pulaski will be recorded by First Busey at their respective fair values as of the date the merger is completed. The unaudited pro forma condensed combined balance sheet gives effect to the transactions as if the transactions had occurred on December 31, 2015. The unaudited pro forma condensed combined income statements for the three months ended March 31, 2016, and the year ended December 31, 2015, give effect to the transactions as if the transactions had become effective at January 1, 2015.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the financial results of the combined company had the companies actually been combined at the beginning of each period presented. The unaudited pro forma condensed combined financial information also does not consider any expense efficiencies, increased revenue or other potential financial benefits of the merger. The fair values are estimates as of the date hereof and actual amounts are still in the process of being finalized.  Fair values are subject to refinement for up to one year after the closing date as additional information regarding the closing date fair values becomes available.

Pulaski's fiscal year end was September 30 and First Busey's is December 31.  In order to provide stockholders with comparable information, for purposes of the unaudited pro forma condensed combined statements of income, certain financial information for Pulaski has been presented as if Pulaski's year end was December 31.  To calculate operating results for the year ended December 31, 2015, the operating results for Pulaski's quarter ended December 31, 2015 were added to the operating results for Pulaski's year ended September 30, 2015 and the operating results for Pulaski's quarter ended December 31, 2014 were subtracted.

Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2015
(in thousands, except per share data)

Unaudited Pro Forma Condensed Combined Statement of Income for the

Three Months Ended March 31, 2016

(in thousands, except per share data)

Unaudited Pro Forma Condensed Combined Statement of Income for the Year Ended

December 31, 2015
(in thousands, except per share data)

Notes to Unaudited Pro Forma Condensed Combined Balance Sheet and Statement of Income

Note 1—Basis of Presentation

First Busey acquired Pulaski on April 30, 2016 for a fixed exchange ratio of 0.79 shares of First Busey common stock for each share of Pulaski common stock. The acquisition is accounted for under the acquisition method of accounting and, accordingly, the assets and liabilities of Pulaski presented in these pro forma condensed combined financial statements have been adjusted to their estimated fair values based upon conditions as of the merger date and as if the transaction had been effective on January 1, 2015 for statement of income data. Since these are pro forma statements, we cannot assure that the amounts reflected in these financial statements would have been representative of the actual amounts earned had the companies been combined at that time. The fair values are estimates as of the date hereof and actual amounts are still in the process of being finalized.  Fair values are subject to refinement for up to one year after the closing date as additional information regarding the closing date fair values becomes available.

Note 2—Pro Forma Adjustments Footnotes

(1)

To adjust interest-earning assets of Pulaski to approximate fair value, consisting of an increase to investments by $0.1 million and a decrease to loans by $28.9 million.  The loan fair value adjustment includes a $19.8 million discount to adjust for credit deterioration of the acquired portfolio, a $4.0 million discount for the impact of changes in market interest rates and a $5.1 million write-off of net deferred loan costs.  $15.5 million is expected to be accreted over an estimated 4 year remaining life of the respective loans in a manner that approximates level yield.

(2)	To eliminate Pulaski's allowance for loan losses of $15.9 million.

(3)	To record the fair value adjustment to increase premises and equipment by $0.1 million.

(4)	To record goodwill of $74.0 million resulting from the difference between the purchase price and identifiable net assets as follows:

(5)	To eliminate Pulaski's existing goodwill of $3.9 million.

(6)	To record core deposit intangible asset of $15.5 million.  Amount to be amortized using a sum of years digits method over a 14 year useful life.

(7)	To record the fair value adjustment to reduce other real estate owned by $2.5 million and other assets by $0.3 million.

(8)	To record the fair value adjustment to increase time deposits by $1.1 million.  Amount to be accreted over 2 years.

(9)	To record the fair value adjustment to increase borrowings by $0.9 million.  Such borrowings were repaid shortly after the merger date, so no discount accretion is presented in these pro forma financial statements.

(10)	To record the fair value adjustment to decrease trust preferred securities by $3.8 million.  Amount to be accreted over the weighted average remaining life of 18 years.

 

(11)

To record estimated transaction costs to be incurred totaling $21.1 million, net of tax of $14.9 million.  Significant costs include $6.6 million of vendor termination costs, $4.8 million of employee related costs, net of tax, and $2.9 million of professional fees.  For purposes of the pro forma presentation, the aggregate amount of these transaction costs is excluded from the pro forma income statements, which is consistent with applicable guidance.

(12)	To record fair value adjustments to reduce other liabilities by $1.0 million and a net deferred tax liability related to the fair value adjustments and establishment of the core deposit intangible assets of $1.2 million.

(13)	To eliminate Pulaski's stockholders' equity of $124.0 million.  The adjustment also includes a $15.7 million decrease in retained earnings to record transaction costs, net of tax.

(14)	To record the issuance of 9.4 million shares of First Busey common stock at $20.44 per share totaling $193.0 million.  The purchase price is also adjusted for cash in lieu of fractional shares and the fair value of outstanding Pulaski stock options.

(15)	To record accretion on the credit adjustment and interest rate adjustment on the loan portfolio.

(16)	To record accretion on interest rate adjustment on time deposits.

(17)	To record accretion on interest rate adjustment on trust preferred securities.

(18)	To record amortization of core deposit intangible.

(19)	To record tax effects at an effective rate of 35%.

(20)	Includes estimated 115,000 shares of equivalent roll over option for Pulaski's existing option awards.