First Financial Corporation (NasdaqGS:THFF) entered into a definitive agreement to acquire HopFed Bancorp, Inc. (NasdaqGM:HFBC) for approximately $130 million on January 7, 2019. Under the terms of the agreement, stockholders and restricted stock award holders of HopFed Bancorp may elect to receive either (or a combination of) 0.444 shares of First Financial common stock or $21 in cash for each share of HFBC common stock owned, subject to proration provisions specified in the merger agreement that provide for a targeted aggregate split of 50% of HFBC shares being exchanged for First Financial common stock and 50% for cash. First Financial will be the surviving company and will continue its existence under the laws of the State of Indiana. Upon completion of the merger, Heritage Bank USA, Inc. a wholly owned subsidiary of HopFed Bancorp will merge into First Financial Bank, N.A., a wholly owned subsidiary of First Financial. If the transaction is terminated, HopFed will be liable to pay to First Financial, $5.1 million. The transaction is subject to customary closing conditions, including, but not limited to, receipt of listing approval for consideration shares, effectiveness of S-4, all required regulatory approvals, First Financial shall have received the opinion of SmithAmundsen LLC, in form and substance reasonably satisfactory to First Financial, Holders of record of no more than 9.9% of HopFed Common Stock shall have exercised dissenter’s right, approval from shareholders of HopFed Bancorp, termination to Finastra USA agreement, HopFed shall have delivered to First Financial executed Nonsolicitation Agreements and Mutual Termination Agreements, HopFed Bancorp’s Adjusted Consolidated Shareholders’ Equity shall not be less than $87.17 million and HopFed shall have received the opinion of Jones Walker in form and substance reasonably satisfactory to HopFed. The transaction was unanimously approved by the Board of Directors of both First Financial Corporation and HopFed Bancorp. The Board of HopFed have agreed to vote their shares of HopFed common stock in favor of the shareholder approval. The HopFed board of directors formed a mergers and acquisitions committee on May 16, 2018. As of June 6, 2019, HopFed Bancorp announced that special meeting of stockholders to be held on July 23, 2019. The transaction is expected to close in the second quarter of 2019. Raymond James & Associates, Inc. acted as financial advisor and John W. Tanselle of SmithAmundsen LLC acted as legal advisor to First Financial Corporation. Scott Anderson, Harold Hanley, James Crotty and Tyler Candee of Keefe, Bruyette, & Woods, Inc. provided fairness opinion, Bill Boyan III and Jason R. Hach of Sandler O'Neill + Partners, L.P. acted as financial advisor and Edward B. Crosland, Jr. of Jones Walker LLP acted as legal advisor to HopFed Bancorp. HopFed agreed to pay Keefe, Bruyette, & Woods a non-refundable cash fee of $300,000 upon the rendering of Keefe, Bruyette, & Woods’s opinion. American Stock Transfer & Trust Company, LLC served as the exchange agent in connection with the transaction. Equiniti (US) Services LLC acted as the information agent to HopFed and will receive a fee of $6,000 plus reimbursement of out-of-pocket expenses.