Mergers & Acquisitions

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Deal Overview

Buyer:
First Defiance Financial Corp.
Actual Acquirer:
First Defiance Financial Corp.
Target:
United Community Financial Corp.
Deal Type:
Bank & Thrift Company
Agreement Date:
9/9/2019
Announcement Date:
9/9/2019
Announced Deal Value ($ M):
474.63
Status:
Pending
Completion Date:
NA
Announced Deal Value Per Share ($ )
9.78

Consideration Breakout
Common Stock ($M) 473.8
Common Stock Issued 17,900,000

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 148.0 NA
Price / Tangible Book (%) 160.0 NA
Price / Earnings (x) 12.5 NA
Price / Deposits (%) 21.01 NA
Price / Assets (%) 16.54 NA
Tangible Book Premium/ Deposits (%) 9.21 NA
Deal Terms
Description of Consideration

First Defiance Financial Corp. will exchange 0.3715 shares of its common stock for each of the outstanding share of United Community Financial Corp. First Defiance Financial Corp. will also assume debt of United Community Financial Corp.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? Market Expansion
Goodwill Generated ($ 000) 151,224
Estimated Cost Savings (%) 26.00
Estimated Cost Savings ($ 000) 17,468
Est. Restructuring Charges ($ 000) 30,000
Maximum Termination Fee ($ 000) 18,400
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.371500
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) 28,500
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Keefe Bruyette & Woods Inc.
Seller Yes Sandler O'Neill & Partners LP
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Barack Ferrazzano Kirschbaum
Seller Yes Wachtell Lipton Rosen & Katz