Dive Brief:

• Aurora, Illinois-based Old Second Bank will acquire Evergreen Bank in a $197 million deal set to create the second-largest community bank in the Chicago area, the banks said Tuesday.
• Adding Oak Brook-based Evergreen will give Old Second an extra $1.45 billion in assets and boost its footprint with three more branches in Cook and DuPage counties. But the real differentiator may be the opportunity to expand into powersports lending, where Evergreen has built two brands with national reach.
• The banks expect the deal to close in the third quarter of 2025.

Dive Insight:

The Evergreen deal marks Old Second’s second expansion in the past six months. The Aurora-based bank announced in August it would buy five Chicago-area branches from Muncie, Indiana-based First Merchants Bank.

Investors in Evergreen’s parent company, Bancorp Financial, will receive 2.5814 shares of Old Second common stock and $15.93 in cash for each Bancorp Financial share they own. Based on Old Second’s $18.08 stock price at market close Monday, that comes out to roughly $197 million in a deal that is 75% stock and 25% cash, the banks said.

“We believe the combination will diversify our revenue streams, enhance our management depth and provide a continuing opportunity to drive long-term stockholder value,” Old Second CEO James Eccher said in a statement Tuesday. “Most importantly, we believe it enhances our competitive position in Chicago and increases the financial flexibility to continue to build the best bank possible for our customers and communities."

In its release, Old Second indicated that Bancorp Financial Chair Darin Campbell would join the combined entity’s management, but it did not specify in what role. Campbell is also CEO and president of Evergreen.

“I could not be more proud of the team, the bank we have built together, and the positive impact we've made in the western suburbs of Chicago and the neighborhoods surrounding our oldest branch in Evergreen Park,” Campbell said in a statement.

Campbell called out Evergreen’s powersports lending divisions specifically – and Eccher echoed that, saying the deal allows Old Second to add “meaningful consumer lending capabilities that we have long lacked.”

“We believe the combined income statement offers significantly less volatility and a stronger earnings profile in all rate environments,” Eccher said.

After the transaction closes, the combined entity is expected to count roughly $7.1 billion in assets, $6 billion in deposits and $5.2 billion in loans and have a 56-branch footprint.

The Chicago area has proven a fruitful draw for deals in recent times. Credit unions, in three successive years, have targeted some of the Windy City region’s community banks. Michigan State University Federal Credit Union agreed in 2023 to buy McHenry Savings Bank. Lombard, Illinois-based Credit Union 1 agreed in 2022 to buy Gurnee-based NorthSide Community Bank. Iowa-based GreenState Credit Union dipped into the Chicago market twice in 2021 – first, agreeing to buy Oak Brook-based Oxford Bank & Trust, then later purchasing Midwest Community Bank and its subsidiary, Blueleaf Lending.

But Chicago can be a jumping-off point, too. Rosemont, Illinois-based Wintrust, which owns a network of 16 community banks, expanded into Michigan for the first time last year, acquiring Macatawa Bank in a deal worth $510.3 million.

And Chicago-area banks have stood to gain when competitors retreat from the market, as when First Merchants exited Illinois retail lending last year.

The First Merchants deal is hardly Old Second’s first turn at expanding by acquisition. The bank agreed in 2021 to buy Lombard-based West Suburban Bank in a transaction worth roughly $297 million.