Old Second Bancorp (NASDAQ: OSBC) will acquire Bancorp Financial, the parent company of Evergreen Bank Group, in a cash-and-stock transaction valued at approximately $197 million.

The deal, approved unanimously by the boards of both companies, will expand Old Second’s presence in the Chicago area and strengthen its consumer lending capabilities. Under the terms of the agreement, Bancorp Financial stockholders will receive 2.5814 shares of Old Second common stock and $15.93 in cash for each of their shares, amounting to a purchase price of $62.60 per share based on Old Second’s closing stock price on Feb. 24.

With the acquisition, Old Second’s total assets will rise to approximately $7.1 billion, making it the second-largest community bank in the Chicago market with assets under $10 billion. The combined bank will have $6 billion in deposits and $5.2 billion in loans, with 56 branches throughout the region.

“This partnership provides an exciting opportunity to expand our footprint in Chicago and enhances our ability to serve customers with additional lending capabilities,” said James Eccher, chairman, president and CEO of Old Second. “Evergreen Bank has built a strong reputation in consumer and powersport lending, and our complementary strengths will create a more competitive financial institution.”

Evergreen Bank, based in Oak Brook, Ill., operates three banking locations in Illinois and a loan production office in Nevada. It has gained national recognition in powersport lending through its FreedomRoad Financial and Performance Finance divisions.

“The merger with Old Second allows us to bring enhanced services to our customers and communities while continuing our legacy of excellence in banking,” said Darin Campbell, chairman of Bancorp Financial. “We are confident this combination positions us for long-term growth and success.”

The transaction is expected to close in the third quarter of 2025, pending regulatory and shareholder approvals. Financial advisors for the deal include Piper Sandler & Co. for Old Second and Keefe, Bruyette & Woods, a Stifel Company, for Bancorp Financial. Legal counsel was provided by Nelson Mullins Riley & Scarborough LLP for Old Second and Vedder Price P.C. for Bancorp Financial.