Amendment No. 1 to Agreement and Plan of Merger among Mackinac Financial Corporation, MFNC Acquisition, LLC, and First Federal of Northern Michigan Bancorp, Inc.
This amendment updates the original merger agreement between Mackinac Financial Corporation, MFNC Acquisition, LLC, and First Federal of Northern Michigan Bancorp, Inc. The main change is a revised definition of "Adjusted First Federal Shareholders’ Equity" to clarify how it is calculated for the merger. All other terms of the original agreement remain unchanged unless they conflict with this amendment, in which case the amendment takes precedence. The amendment is effective as of February 8, 2018, and is signed by authorized representatives of all parties.
Exhibit 2.1
EXECUTION VERSION
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
by and among:
MACKINAC FINANCIAL CORPORATION,
a Michigan corporation;
MFNC ACQUISITION, LLC,
a Michigan limited liability company;
and
FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC.,
a Maryland corporation.
Dated as of February 8, 2018
THIS AMENDMENT NO. 1 (the “Amendment”) is dated February 8, 2018, and is made to the AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of January 16, 2018, by and among MACKINAC FINANCIAL CORPORATION, a Michigan corporation (“Mackinac”), MFNC ACQUISITION, LLC, a Michigan limited liability company (“MergerSub”) and FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC., a Maryland corporation (“First Federal”).
WHEREAS, the parties have previously entered into the Agreement; and
WHEREAS, the parties now desire to amend the Agreement as set forth in this Amendment;
NOW, THEREFORE, for other good and valuable consideration, and intending to be legally bound, the parties hereto agree as follows:
1. The definition of “Adjusted First Federal Shareholders’ Equity” as set forth in Section 9.9 of the Agreement is hereby amended in its entirely as follows:
“Adjusted First Federal Shareholders’ Equity” means the consolidated equity of First Federal as set forth on the balance sheet of First Federal on the First Federal Measuring Date, computed in accordance with GAAP, (i) excluding any changes occurring after December 31, 2017, in First Federal’s accumulated other comprehensive income account, (ii) excluding any gains and losses realized on the sale of securities by First Federal that are approved in writing by Mackinac, and (iii) after adding the First Federal Closing Expenses.
2. Except as expressly modified by this Amendment, the terms and conditions of the Agreement will remain unchanged and in full force and effect, and are expressly incorporated by reference in this Amendment. In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment will prevail.
SIGNATURES ON THE FOLLOWING PAGE
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.
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| MACKINAC FINANCIAL CORPORATION | |
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| By: | /s/ Paul Tobias |
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| Name: | Paul D. Tobias |
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| Title: | Chairman and Chief Executive Officer |
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| MFNC ACQUISITION, LLC | |
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| By: | /s/ Paul Tobias |
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| Name: | Paul Tobias |
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| Title: | Chairman and Chief Executive Officer of Mackinac Financial Corporation, its sole member |
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| FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC. | |
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| By: | /s/ Michael W. Mahler |
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| Name: | Michael W. Mahler |
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| Title: | Chief Executive Officer |
