Manitowoc’s Bank First buys Waupaca Bancorporation

Manitowoc’s Bank First National Corp. said Friday it plans to buy Waupaca Bancorporation Inc., the parent company of First National Bank, for about $76.3 million in cash and stock.

The deal expands Bank First National’s presence in Wisconsin and provides an exit for Waupaca’s First National Bank, which posted a $6.5 million loss last year. First National Bank’s former chief executive was the subject of significant discipline by a regulator.

Bank First National will have assets of about $1.8 billion when the acquisition is completed, which likely would make it the eighth-biggest bank based in Wisconsin.

“We are very excited to be partnering with Waupaca and increasing our footprint in Wisconsin,” Mike Molepske, president and chief executive of Bank First, said in a statement. “Like Bank First, Waupaca has a long history of service to its customers and its communities. In addition, the merger provides opportunity for operational efficiencies and the opportunity to leverage the strengths of both institutions.”

Jim Rothenbach, president and CEO of Waupaca’s First National Bank, said the merger “provides valuable additional products and services for our customers, an expanded branch network, and new opportunities for our employees as part of a larger organization.”

Under the terms of the sale agreement, which is expected to close this year after regulatory approval, Waupaca shareholders will receive a combination of cash and stock for each share of Waupaca common stock, subject to proration based on achieving a mix of 70% cash and 30% stock.

After the deal closes, the Waupaca bank’s branches will be converted to Bank First branches.

The sale of Waupaca Bancorporation comes in the aftermath of regulatory discipline meted out against First National Bank’s former chief executive, Archie G. Overby, by the U.S. Office of the Comptroller of the Currency.

Overby, who was president, CEO and a director of First National Bank from 1979 through May of last year, was accused by the regulator of reckless conduct at the expense and safety of the bank.

In March, Overby, while insisting he did nothing wrong, agreed to pay $1.6 million in restitution, be banned from the industry and pay a $100,000 fine.

The OCC charges depicted a lavish lifestyle by Overby at the expense of the bank from 2010 to 2013.

Overby is a major Waupaca Bancorporation stockholder. The sale of the bank may enable him to pay the $1.6 million restitution. In a statement to the Milwaukee Journal Sentinel last month, Overby said he agreed to pay “once I receive some liquidity for a portion of the stock in FNB that I own.”