UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

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 25, 2017

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

☐

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

☐

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

☐

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

Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

   Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                                                                            ☐

On Tuesday, April 25, 2017, First Busey Corporation ("First Busey") issued a press release disclosing financial results for the quarter ended March 31, 2017.  The press release is made part of this Form 8-K and is attached as Exhibit 99.1.

The press release made a part of this Current Report on Form 8-K includes forward looking statements that are intended to be covered by the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.  These forward looking statements include but are not limited to comments with respect to the objectives and strategies, financial condition, results of operations and business of the Registrant.

These forward looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, and the risk that predictions and other forward looking statements will not be achieved.  First Busey cautions you not to place undue reliance on these forward looking statements as a number of important factors could cause actual future results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward looking statements.

99.1

Press Release issued by the Company, dated April 25, 2017.

Signatures

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:  April 25, 2017

First Busey Corporation

Name:  Robin N. Elliott

Title:    Chief Operating Officer and Chief Financial Officer

April 25, 2017

First Busey Announces 2017 First Quarter Earnings

Champaign, IL – (Nasdaq: BUSE)

Message from our President & CEO

Significant progress made from the quarter ended March 31, 2016, driven by the Pulaski acquisition and organic growth:

 

●  Net income available to common stockholders of $15.2 million, up 45.4%

●  Total net interest income of $42.0 million, up 50.4%

●  Average portfolio loans of $3.862 billion, up 49.5%

●  Average non-interest bearing deposits of $1.067 billion, up 38.9%

●  Diluted earnings per common share of $0.39, up 8.3%

●  April 2017 dividend of $0.18, up from $0.17 in April 2016

Other recent highlights:

First Busey Corporation's (the "Company") net income for the first quarter of 2017 was $15.2 million, or $0.39 per diluted common share.  The Company reported net income of $11.5 million or $0.30 per diluted common share for the fourth quarter of 2016 and net income of $10.4 million or $0.36 per diluted common share for the first quarter of 2016.  The results benefitted from the acquisition of Pulaski Financial Corp. ("Pulaski"), headquartered in St. Louis, Missouri, and the operations of its subsidiary, Pulaski Bank, National Association ("Pulaski Bank"), since the closing of the transaction on April 30, 2016.

First Busey announced the signing of a definitive agreement, to acquire First Community Financial Partners, Inc. ("First Community"), headquartered in Joliet, Illinois, which is anticipated to close in mid-2017, subject to customary closing conditions, including required approvals.  It is anticipated that First Community Financial Bank, First Community's bank subsidiary, will be merged with and into First Busey's bank subsidiary, Busey Bank, at a date following the completion of the holding company merger.  The merger with First Community will allow us to significantly expand our geographic presence into the attractive southwest suburbs of Chicago.  Please reference the Company's Registration Statement on Form S-4, which includes a proxy statement/prospectus, originally filed on March 15, 2017 for additional information regarding our pending acquisition of First Community.

Additionally, in the first quarter of 2017, First Busey announced the signing of a definitive agreement to acquire Mid Illinois Bancorp, Inc. ("Mid Illinois"), the holding company for South Side Trust & Savings Bank of Peoria ("South Side Bank").  The acquisition will enhance the Company's existing deposit, commercial banking and trust and investment presence in the greater Peoria area. The merger is anticipated to close in the second half of 2017, subject to customary closing conditions, including required approvals.  It is anticipated that South Side Bank will be merged with and into Busey Bank at a date following the completion of the holding company merger.  Please reference the Company's Form 8-K, filed on March 13, 2017, which includes the agreement and plan of merger, for additional information.

During the first quarter of 2017, the Company incurred $0.7 million of pre-tax expenses related to the aforementioned pending acquisitions, which primarily consisted of legal and professional expenses.  Additional notable pre-tax items incurred by the Company during the first quarter of 2017 included $0.2 million of restructuring costs and an insignificant amount related to the Pulaski acquisition.  Excluding these items, the Company's operating earnings¹ for the first quarter of 2017 would have been $15.8 million, or $0.41 per diluted common share.

 

¹ Operating earnings, a non-GAAP financial measure, see Non-GAAP Financial Information below for reconciliation

 

Overview and Strategy: The Company produced growth in key areas in the opening months of the year, including commercial loans and non-interest bearing deposits, while net income in the banking, remittance processing and wealth management segments all grew on a linked quarter and comparative basis to prior year.  Credit metrics were also positive, with net recoveries recorded to the allowance for loan losses that drove lower provision expense, and solid gains in other real estate owned ("OREO") – all indicators of ongoing balance sheet strength.

Commercial loans at March 31, 2017 grew to $2.799 billion from $2.796 billion for the fourth quarter of 2016, a notable increase of $3.1 million compared to seasonal declines typically experienced in the first quarter, led by growth in commercial and industrial and owner-occupied real estate portfolios.  Non-interest bearing deposit growth for the first quarter of 2017 was also concentrated in commercial accounts.

Mortgage revenues slowed significantly and balances of loans held for sale decreased, supplemented with active cost reduction efforts and effective headcount management in contemporaneous response.  Company-wide, full-time equivalent employees totaled 1,251 at March 31, 2017, down from 1,295 at December 31, 2016, and up from 788 at March 31, 2016.

In the first quarter of 2017, the Company sold 100% risk weighted investments and reinvested in 20% risk weighted investments at higher yields to better manage capital while also producing higher future returns. Net security gains of $0.9 million for the first quarter of 2017 increased from an insignificant amount in the fourth quarter of 2016, but decreased from $1.1 million in the first quarter of 2016.

Return on average assets during the first quarter of 2017 grew to 1.16% from 1.07% in the first quarter of 2016, while the return on average tangible stockholders' common equity increased to 12.96% from 12.20% during the same period².

Our priorities continue to focus around balance sheet strength, profitability and growth, in that order.  With our strong capital position, an attractive core funding base, a sound credit foundation, and an active growth plan, we feel confident that we are well positioned as we look forward in 2017. New partnerships with talented bankers in St. Louis, Peoria and the Chicagoland area bring an expanding pool of business opportunities to generate value and diversity across new markets.  As we acknowledge our sustained success and continue to build upon our Company's forward momentum, we are grateful for the opportunity to consistently earn the business of our customers, based on the contributions of our talented associates and the loyal support of our shareholders.

/s/ Van A. Dukeman

President & Chief Executive Officer

First Busey Corporation

		SELECTED FINANCIAL HIGHLIGHTS1
		(dollars in thousands, except per share data)
		As of and for the
		Three Months Ended
		March 31,				December 31,				September 30,				March 31,
		2017				2016				2016				2016
EARNINGS & PER SHARE DATA
Net income		$	15,170			$	11,455			$	15,422			$	10,434
Revenue2			61,170				63,634				64,865				43,721
Diluted earnings per share			0.39				0.30				0.40				0.36
Cash dividends paid per share			0.18				0.17				0.17				0.17
Net income by operating segment
Banking		$	14,749			$	10,974			$	15,591			$	9,703
Remittance Processing			554				364				486				457
Wealth Management			1,848				1,486				284				1,322
AVERAGE BALANCES
Cash and cash equivalents		$	171,684			$	245,993			$	281,103			$	300,670
Investment securities			810,248				807,219				833,563				860,349
Loans held for sale			138,861				258,576				257,893				6,106
Portfolio loans			3,861,937				3,810,283				3,797,567				2,583,724
Interest-earning assets			4,903,639				5,046,765				5,094,884				3,691,429
Total assets			5,289,980				5,455,512				5,499,218				3,906,839
Non-interest bearing deposits			1,066,978				1,060,258				1,023,963				768,271
Interest-bearing deposits			3,250,777				3,290,710				3,347,620				2,434,837
Total deposits			4,317,755				4,350,968				4,371,583				3,203,108
Securities sold under agreements to repurchase			165,785				194,960				188,557				163,328
Interest-bearing liabilities			3,587,710				3,752,570				3,834,011				2,733,551
Total liabilities			4,694,571				4,862,532				4,910,372				3,530,128
Stockholders' common equity			595,410				592,980				588,846				376,711
Tangible stockholders' common equity3			474,549				471,188				466,100				344,049
PERFORMANCE RATIOS
Return on average assets4			1.16	%			0.84	%			1.10	%			1.07	%
Return on average common equity4			10.33	%			7.69	%			10.42	%			11.14	%
Return on average tangible stockholders' common equity3,4			12.96	%			9.67	%			13.16	%			12.20	%
Net interest margin4,5			3.53	%			3.63	%			3.51	%			3.10	%
Efficiency ratio6			58.84	%			66.32	%			58.03	%			60.83	%
Non-interest revenue as a % of total revenues2			31.32	%			29.86	%			31.96	%			36.09	%
1Results are unaudited
2Revenues consist of net interest income plus non-interest income, net of security gains and losses
3Average tangible stockholders' common equity, a non-GAAP financial measure, is defined as average common equity less average goodwill and intangibles
4Annualized and calculated on net income
5On a tax-equivalent basis, assuming a federal income tax rate of 35%
6 Net of security gains and losses and intangible charges, a non-GAAP financial measure

Condensed Consolidated Balance Sheets1		As of
(in thousands, except per share data)		March 31,				December 31,				September 30,				March 31,
		2017				2016				2016				2016
Assets
Cash and cash equivalents		$	439,511			$	166,706			$	360,835			$	320,960
Investment securities			743,876				807,631				825,143				827,852
Loans held for sale			96,444				256,319				266,382				12,943
Commercial loans			2,799,193				2,796,130				2,715,580				1,920,953
Retail real estate and retail other loans			1,073,759				1,082,770				1,092,033				651,616
Portfolio loans			3,872,952				3,878,900				3,807,613				2,572,569
Allowance for loan losses			(48,442	)			(47,795	)			(47,847	)			(45,171	)
Premises and equipment			77,967				77,861				80,287				62,911
Goodwill and other intangibles			120,069				121,276				122,099				32,177
Other assets			136,558				164,272				177,729				106,389
Total assets		$	5,438,935			$	5,425,170			$	5,592,241			$	3,890,630
Liabilities & Stockholders' Equity
Non-interest bearing deposits		$	1,206,324			$	1,134,133			$	996,750			$	759,752
Interest-bearing  checking, savings, and money market deposits			2,516,741				2,453,965				2,511,914				1,980,642
Time deposits			762,478				786,200				827,842				441,334
Total deposits		$	4,485,543			$	4,374,298			$	4,336,506			$	3,181,728
Securities sold under agreements to repurchase			163,081				189,157				212,363				166,141
Short-term borrowings			-				75,000				246,700				-
Long-term debt			80,000				80,000				80,000				80,000
Junior subordinated debt owed to unconsolidated trusts			70,903				70,868				70,834				55,000
Other liabilities			37,061				41,533				49,764				24,497
Total liabilities		$	4,836,588			$	4,830,856			$	4,996,167			$	3,507,366
Total stockholders' equity		$	602,347			$	594,314			$	596,074			$	383,264
Total liabilities & stockholders' equity		$	5,438,935			$	5,425,170			$	5,592,241			$	3,890,630
Share Data
Book value per common share		$	15.75			$	15.54			$	15.60			$	13.35
Tangible book value per common share2		$	12.61			$	12.37			$	12.41			$	12.23
Ending number of common shares outstanding			38,243				38,236				38,207				28,704
1 Results are unaudited except for amounts reported as of December 31, 2016
2 Total common equity less goodwill and intangibles divided by shares outstanding as of period end, a non-GAAP financial measure

 

¹ Results are unaudited

Balance Sheet Growth:  Average portfolio loans increased to $3.862 billion in the first quarter of 2017 compared to $3.810 billion in the fourth quarter of 2016 led by commercial loan growth.  Average loans were also up significantly from $2.584 billion in the first quarter of 2016 primarily related to the Pulaski acquisition, with the largest increase also in commercial loans.  Ending balances of portfolio loans decreased slightly to $3.873 billion in the first quarter of 2017 compared to $3.879 billion in the fourth quarter of 2016 primarily in the retail portfolio, but increased from $2.573 billion in the first quarter of 2016, primarily as a result of the Pulaski merger.

The balance of loans held for sale decreased to $96.4 million on March 31, 2017 compared to $256.3 million on December 31, 2016, but increased from the $12.9 million on March 31, 2016.  The Pulaski acquisition impacted the first quarter 2017 results as compared to the same period of 2016.  The decrease in the balance of loans held for sale for the first quarter of 2017 compared to the fourth quarter of 2016 was a result of lower origination volumes in 2017 driven by market influences.

Average non-interest bearing deposits of $1.067 billion for the three months ended March 31, 2017 increased from $1.060 billion for the three months ended December 31, 2016 and $768.3 million for the three months ended March 31, 2016.  Average non-interest bearing deposits represented 24.7% of total average deposits for the first quarter of 2017.  The Company remains strongly core deposit funded with solid liquidity and significant market share in the communities it serves.

With fewer days in the first quarter, net interest income of $42.0 million decreased from $44.6 million in the fourth quarter of 2016, but increased from $27.9 million in the first quarter of 2016.  Total purchase accounting accretion and amortization was $1.9 million for the first quarter of 2017 and $3.3 million for the fourth quarter of 2016.

The net interest margin decreased to 3.53% for the first quarter of 2017, compared to 3.63% for the fourth quarter of 2016, but increased from 3.10% for the first quarter of 2016.  The net interest margin included a tax-equivalent adjustment of $0.7 million in the current quarter.  Net of purchase accounting, the net interest margin for the first quarter of 2017 was 3.38%, relatively unchanged from 3.39% for the fourth quarter of 2016, despite the drop in volumes on loans held for sale.  Average interest-earning assets for the three months ended March 31, 2017 decreased to $4.904 billion compared to $5.047 billion for the three months ended December 31, 2016, but increased from $3.691 billion for the three months ended March 31, 2016.

Capital Strength:  The Company's strong capital levels, coupled with its earnings, have allowed it to provide a steady return to its stockholders through dividends.  The Company will pay a cash dividend on April 28, 2017 of $0.18 per common share to stockholders of record as of April 21, 2017.  The Company has consistently paid dividends to its common stockholders since the bank holding company was originally organized in 1980.

At the end of the first quarter of 2017, Busey Bank continued to exceed the capital adequacy requirements necessary to be considered "well-capitalized" under applicable regulatory guidelines.  The Company's tangible stockholders' common equity³ ("TCE") increased to $489.2 million at March 31, 2017 compared to $480.4 million at December 31, 2016 and $353.8 million at March 31, 2016. TCE represented 9.19% of tangible assets at March 31, 2017 compared to 9.05% at December 31, 2016 and 9.16% at March 31, 2016.⁴

³Tangible stockholders' common equity, a non-GAAP financial measure, is defined as common equity less tax-effected goodwill and intangibles

⁴Tangible assets, a non-GAAP financial measure, is defined as total assets less tax-effected goodwill and intangibles

 

Asset Quality:  While much internal focus has been directed toward growth, the Company's commitment to credit quality remains strong.  The asset metrics reflect the post combination results with Pulaski.  As of March 31, 2017, the Company reported a decrease in non-performing loans to $20.9 million compared to $21.6 million as of December 31, 2016 and an increase from $17.8 million as of March 31, 2016.  Non-performing loans were 0.54% of total portfolio loans as of March 31, 2017 compared to 0.56% as of December 31, 2016 and 0.69% as of March 31, 2016.

The Company recorded net recoveries of $0.1 million for the first quarter of 2017, compared to net charge-offs of $1.6 million for the fourth quarter of 2016 and net charge-offs of $3.3 million for the first quarter of 2016.  The allowance for loan losses as a percentage of portfolio loans increased to 1.25% at March 31, 2017 compared to 1.23% at December 31, 2016 and 1.76% at March 31, 2016. As a result of acquisitions, the Company is holding acquired loans that are carried net of a fair value adjustment for credit and interest rate marks and are only included in the allowance calculation to the extent that the reserve requirement exceeds the fair value adjustment.  The Company recorded a provision for loan losses of $0.5 million in the first quarter of 2017, compared to $1.5 million in the fourth quarter of 2016 and $1.0 million in the first quarter of 2016.

With a continued commitment to asset quality and the strength of our balance sheet, near-term loan losses are expected to remain generally low.  While these results are encouraging, asset quality metrics can be generally influenced by market specific economic conditions, and specific measures may fluctuate from period to period.

Fee-based Businesses:  Revenues from trust fees, commissions and brokers' fees, and remittance processing activities represented 48.8% of the Company's non-interest income for the quarter ended March 31, 2017, providing a balance to revenue from traditional banking activities.  As Pulaski had no legacy fee income in these businesses, the addition of these service offerings in Pulaski's markets is expected to provide attractive growth opportunities in future periods.

Trust fees and commissions and brokers' fees grew to $6.9 million for the first quarter of 2017 compared to $5.9 million for the fourth quarter of 2016, inclusive of farm management income growth of $0.7 million.  Trust fees and commissions and brokers' fees also increased from $6.2 million for the first quarter of 2016, inclusive of farm management income growth of $0.2 million.  Net income from the wealth management segment increased to $1.8 million for the first quarter of 2017 compared to $1.5 million for the fourth quarter of 2016, and $1.3 million for the first quarter of 2016, with market expansion into St. Louis and strong performance from Busey Ag Services, a wealth management division of Busey Bank, producing positive results.

Remittance processing revenue increased 5.5% on a linked quarter basis to $2.8 million for the first quarter of 2017 compared to $2.7 million for the fourth quarter of 2016, but decreased 2.7% from $2.9 million for the first quarter of 2016.  The increases were primarily due to growth in online and mobile service revenues, with some offset to growth from prior year based on customers lost through consolidation with other companies.  Net income from the remittance processing segment was $0.6 million for the first quarter of 2017, an increase from $0.4 million in the fourth quarter of 2016 and $0.5 million in first quarter of 2016.

The Company has historically held a leading position in its primary residential loan markets in Central Illinois, while the operations acquired from Pulaski have been ranked among the top residential mortgage loan producers in the St. Louis and Kansas City markets.  Influenced during the first quarter of 2017 by a marked increase in mortgage rates and associated costs, as well as seasonally slowing home purchase activity and declines in purchase inventory, mortgage revenue decreased to $2.1 million compared to $2.9 million for the fourth quarter of 2016.  Mortgage revenue increased significantly from $0.9 million in the first quarter of 2016 principally from the additional mortgage activity contributed by the operations acquired from Pulaski.

Operating Efficiency:  An active business outreach across the Company's footprint continues to support ongoing business expansion and effectively underlies the combination of the operations acquired from Pulaski with First Busey's.  The efficiency ratio, inclusive of acquisition and restructuring costs, of 58.84% for the first quarter of 2017 improved from 60.83% for the same period of 2016.  The Company remains focused on expense discipline. Specific areas of operating performance are detailed as follows:

 

Corporate Profile

As of March 31, 2017, First Busey Corporation (Nasdaq: BUSE) was a $5.4 billion financial holding company headquartered in Champaign, Illinois. Busey Bank, a wholly-owned bank subsidiary, is headquartered in Champaign, Illinois and has twenty-eight banking centers serving Illinois, thirteen banking centers in the St. Louis, Missouri metropolitan area, five banking centers serving southwest Florida and a banking center in Indianapolis, Indiana.  Busey Bank also offers mortgage loan products through sixteen loan production offices in the St. Louis, Kansas City, Chicago, Omaha-Council Bluffs metropolitan areas and across the Midwest.   Trevett Capital Partners, a wealth management division of Busey Bank, provides asset management, investment and fiduciary services to high net worth clients in southwest Florida.  The wealth management professionals of Trevett Capital Partners can be reached through trevettcapitalpartners.com.

Busey Bank had total assets of $5.4 billion as of March 31, 2017.

In addition, Busey Bank owns a retail payment processing subsidiary, FirsTech, Inc., which processes approximately 28 million transactions per year using online bill payment, lockbox processing and walk-in payments at its 3,000 agent locations in 36 states.  More information about FirsTech, Inc. can be found at firstechpayments.com.

Busey Wealth Management is a wholly-owned subsidiary of First Busey Corporation.  Through Busey Trust Company, Busey Wealth Management provides asset management, investment and fiduciary services to individuals, businesses and foundations.  As of March 31, 2017, Busey Wealth Management's assets under care were approximately $5.5 billion.

For more information about us, visit www.busey.com.

Contacts:

Robin N. Elliott, Chief Operating Officer & Chief Financial Officer, 217-365-4120

Susan K. Miller, Chief Accounting Officer & Deputy Chief Financial Officer, 217-365-4578

Non-GAAP Financial Information

This press release contains certain financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (GAAP). These measures include acquisition and other notable pre-tax items, operating earnings, tangible common equity, tangible common equity to tangible assets and efficiency ratios. Management uses these non-GAAP measures, together with the related GAAP measures, in analysis of the Company's performance and in making business decisions. Management also uses these measures for peer comparisons.

Management believes that notable pre-tax items and operating earnings are useful in assessing our core operating performance and in understanding the primary drivers of our non-interest income and non-interest expense when comparing periods.  Management believes that operating earnings adjusted for acquisition related expenses are a useful measure because it excludes expenses that can significantly fluctuate from acquisition to acquisition. In addition, management believes that excluding these expenses provides investors and analysts a measure to better understand the Company's primary operations when comparing the periods presented in the earnings release.

Operating earnings reconciliation for the first quarter of 2017 (in thousands):

Net income		$	15,170
Pending acquisition			732
Pulaski acquisition			23
Restructuring costs			215
Related tax			(346	)
Operating earnings		$	15,794

Management believes that tangible common equity, tangible common equity to tangible assets and efficiency ratios are standard financial measures used in the banking industry to evaluate performance.

The non-GAAP disclosures contained herein should not be viewed as substitutes for the results determined to be in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

Special Note Concerning Forward-Looking Statements

Statements made in this report, other than those concerning historical financial information, may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of First Busey.  Forward-looking statements, which may be based upon beliefs, expectations and assumptions of First Busey's management and on information currently available to management, are generally identifiable by the use of words such as "believe," "expect," "anticipate," "plan," "intend," "estimate," "may," "will," "would," "could," "should" or other similar expressions.  Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and we undertake no obligation to update any statement in light of new information or future events.  A number of factors, many of which are beyond our ability to control or predict, could cause actual results to differ materially from those in our forward-looking statements.  These factors include, among others, the following: (i) the strength of the local, national and international economy; (ii) the economic impact of any future terrorist threats or attacks; (iii) changes in state and federal laws, regulations and governmental policies concerning First Busey's general business; (iv) changes in interest rates and prepayment rates of First Busey's assets; (v) increased competition in the financial services sector and the inability to attract new customers; (vi) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (vii) the loss of key executives or employees; (viii) changes in consumer spending; (ix) unexpected results of current and/or future acquisitions, which may include termination of the merger agreements, failure to realize the anticipated benefits of the acquisition and the possibility that the transaction costs may be greater than anticipated; (x) unexpected outcomes of existing or new litigation involving First Busey;  (xi) changes in accounting policies and practices; and (xii) the economic impact of exceptional weather occurrences such as tornadoes, hurricanes, floods, and blizzards.  These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  Additional information concerning First Busey and its business, including additional factors that could materially affect its financial results, is included in First Busey's filings with the Securities and Exchange Commission (the "SEC").

Additional Information

This document does not constitute an offer to sell or the solicitation of an offer to buy any securities.  First Busey has filed a registration statement on Form S-4 with the SEC in connection with the proposed merger. The registration statement includes a proxy statement of First Community that also constitutes a prospectus of First Busey, which will be sent to the shareholders of First Community. First Community's shareholders are advised to read the proxy statement/prospectus because it will contain important information about First Busey, First Community and the proposed merger. This document and other documents relating to the merger filed by First Busey and First Community can be obtained free of charge from the SEC's website at www.sec.gov. These documents also can be obtained free of charge by accessing First Busey's website at www.busey.com under the tab "Investors Relations" and then under "SEC Filings" or by accessing First Community's website at www.fcbankgroup.com under "Investor Relations" and then under "SEC Filings." Alternatively, these documents, when available, can be obtained free of charge from First Busey upon written request to First Busey Corporation, Corporate Secretary, 100 W. University Avenue, Champaign, Illinois 61820 or by calling (217) 365-4544, or from First Community, upon written request to First Community Financial Partners, Inc., Corporate Secretary, 2801 Black Road, Joliet, Illinois 60435 or by calling (815) 725-1885.

 

Participations in the Solicitation

First Busey, First Community and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed merger under the rules of the SEC. Information about these participants may be found in the definitive proxy statement of First Busey relating to its 2017 Annual Meeting of Stockholders filed with the SEC on April 13, 2017 and the Annual Report on Form 10-K of First Community filed with the SEC on March 8, 2017, as amended by Amendment No. 1 to Form 10-K filed with the SEC on April 13, 2017.  These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants will also be included in the proxy statement/prospectus regarding the proposed merger when it becomes available.