UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 7, 2013
Date of Report (Date of earliest event reported): February 14, 2013
White River Capital, Inc.
(Exact name of registrant as specified in its charter)
Indiana	000-51493	35-1908796
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
6051 El Tordo, P.O. Box 9876, Rancho Santa Fe, California		92067
(Address of principal executive offices)		(Zip Code)
(858) 997-6740
Registrant’s telephone number, including area code: (858) 997-6740
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

On February 14, 2013, White River Capital, Inc., an Indiana corporation (the “Company”), completed its merger (the “Merger”) with Coastal Credit Merger Sub, Inc., an Indiana corporation (“Merger Sub”) and a wholly-owned subsidiary of Coastal Credit Holdings, Inc., a Delaware corporation (“Parent”), pursuant to an Agreement and Plan of Merger, dated as of November 15, 2012, by and among Parent, Merger Sub and the Company (the “Merger Agreement”). As a result of the Merger, the Company became a wholly-owned subsidiary of Parent. Parent and Merger Sub are affiliates of Parthenon Capital Partners, a Boston and San Francisco based private equity firm (“Parthenon”).

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information disclosed under Item 5.01 is incorporated by reference herein.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 14, 2013, the Company notified the NYSE MKT of the effectiveness of the Merger. In connection therewith, the Company informed NYSE MKT that each outstanding share of the Company’s common stock, no par value per share, other than shares held by Parent, Merger Sub, the Company or any subsidiary of the Company or Parent, was automatically converted into the right to receive $21.93 in cash, without interest and less any applicable withholding taxes, as such amount may be adjusted pursuant to the terms of the Merger Agreement (the “Merger Consideration”), and requested that the NYSE MKT file with the Securities and Exchange Commission a notification of removal from listing on Form 25 to report that shares of the Company’s common stock are no longer listed on NYSE MKT. The Company expects its common stock to be delisted prior to the opening of trading on February 15, 2013.

Item 3.03. Material Modification to Rights of Security Holders.

In connection with the consummation of the Merger, each share of the Company’s common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares held by Parent, Merger Sub, the Company or any subsidiary of the Company and Parent) was converted into the right to receive the Merger Consideration. Upon the effective time of the Merger, the Company’s shareholders immediately prior to the effective time of the Merger ceased to have any rights as shareholders in the Company (other than their right to receive the Merger Consideration).

Item 5.01. Changes In Control of Registrant.

On February 14, 2013, pursuant to the Merger Agreement, Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation. As a result of the Merger, each share of the Company’s common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares held by Parent, Merger Sub, the Company or any subsidiary of the Company and Parent) was automatically converted into the right to receive the Merger Consideration. As a result of the Merger, the Company became a wholly-owned subsidiary of Parent. Parent drew on committed equity investments and used approximately $20.3 million of cash borrowings under a secured credit facility to fund the payment of the Merger Consideration. As previously disclosed, the Merger Consideration to be paid in the Merger, and consequently the per share Merger Consideration to be paid to White River’s shareholders, is subject to adjustment based on the aggregate amount of certain expenses incurred by White River (or incurred by Coastal Credit on behalf of White River) through the closing. The final adjustment to the Merger Consideration will be determined within 10 business days after closing. No later than five business days thereafter, the paying agent for the Merger will deliver transmittal materials to White River’s shareholders advising them how to exchange their White river shares for the Merger Consideration.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the consummation of the Merger and the terms of the Merger Agreement, the tenures on the Company’s board of directors of each of John M. Eggemeyer, III, Thomas C. Heagy, Daniel W. Porter, John W. Rose, and Richard D. Waterfield automatically ended, and the directors of Merger Sub immediately prior to the effective time of the Merger became the directors of the surviving corporation. In addition, in connection with the consummation of the Merger, the employments of each of John M. Eggemeyer, III, the Chairman and Chief Executive Officer of the Company, and Martin J. Szumski, the Chief Financial Officer and Senior Vice President of the Company, terminated at the effective time of the Merger on February 14, 2013.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger on February 14, 2013, the officers of Merger Sub immediately prior to the effective time of the Merger became the officers of the Company.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the Merger, the articles of incorporation and bylaws of the Company in effect immediately prior to the effective time of the Merger were amended and restated in their entirety. The amended and restated articles of incorporation and amended and restated bylaws of the Company are filed as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On February 11, 2013, at a special meeting of the shareholders of the Company, the Company’s shareholders approved the proposal to adopt the Merger Agreement. The shareholders of the Company also approved a non-binding advisory proposal to approve the compensation that may become payable to the Company’s named executive officers in connection with the Merger. The shareholders of the Company also voted to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the special meeting to adopt the Merger Agreement. The special meeting was not adjourned to a later date.

The final voting results for each proposal are set forth below:

Proposal 1: Approval and adoption of the Merger Agreement


For	Against	Abstain	Broker Non-Votes
2,367,372	528,422	1,551	0

Proposal 2: Approval of the non-binding advisory proposal to approve the compensation that may become payable to the Company’s named executive officers in connection with the Merger


For	Against	Abstain	Broker Non-Votes
2,377,091	516,882	3,372	0

Proposal 3: Approval of the adjournment of the special meeting


For	Against	Abstain	Broker Non-Votes
2,368,961	527,182	1,202	0

Item 8.01 Other Events.

OnIn ~~February~~connection 7,with ~~2013,~~ the ~~court~~closing ~~in Fundamental Partners v. Eggemeyer, et al. (Case No. 37-2013-00029777-CU-SL-CTL), pending in the Superior Court~~ of ~~San Diego County, California, heard argument on~~ the ~~plaintiff’s motion for a temporary restraining order and expedited discovery in connection with the proposed merger between White River Capital~~Merger, ~~Inc. (“~~White River”) and ~~Coastal~~Parthenon ~~Credit~~issued ~~Merger~~a ~~Sub,~~joint ~~Inc.~~press ~~(the “Merger”)~~release. AtA ~~the~~copy ~~conclusion~~ of the ~~hearing,~~press ~~the~~release ~~court denied the plaintiff’s motion to temporarily restrain the consummation of the Merger. White River continues to strongly believe that the plaintiff’s lawsuit~~ is ~~without~~attached ~~merit~~hereto ~~and~~as ~~intends~~Exhibit ~~to vigorously defend against the pending claims~~99. In1 ~~addition, White River expects to complete the Merger promptly after White River’s shareholders approve the merger agreement at the special meeting of shareholders scheduled for February 11, 2013~~ and ~~upon~~incorporated ~~the~~by ~~satisfaction~~reference ~~or waiver of all other conditions to the Merger~~herein.

~~Forward-Looking~~Item 9.01. Financial Statements and Exhibits.

Except for historical information contained herein, this document expresses “forward-looking statements” which are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995, as amended.(d) ~~Such matters include forward-looking statements regarding the prospective effects and timing of the proposed Merger~~Exhibits. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions indicate forward-looking statements. Those statements, including statements, projections, estimates or assumptions concerning future events or performance, and other statements that are other than statements of historical fact, are subject to material risks and uncertainties. White River cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. White River may make other written or oral forward-looking statements from time to time. Readers are advised that various important factors could cause circumstances to differ materially from those anticipated or projected in such forward-looking statements. Such factors, among others, include, but are not limited to, potential failure to obtain shareholder or regulatory approval for the Merger or to satisfy other conditions to the Merger on the proposed terms and within the proposed timeframe; and other risks discussed in White River’s filings with the SEC, including its Annual Report on Form 10-K, which filings are available from the SEC. White River undertakes no obligation to publicly update or revise any forward-looking statements.

Additional Information for Shareholders

	Exhibit No.		Description
	2.1		Agreement and Plan of Merger by and among Coastal Credit Holdings, Inc., Coastal Credit Merger Sub, Inc., and White River Capital, Inc., dated as of November 15, 2012 (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K dated November 15, 2012)
	3.1		Second Amended and Restated Articles of Incorporation
	3.2		Amended and Restated Bylaws
	99.1		Press Release dated February 14, 2013

In connection with White River’s special meeting of shareholders scheduled for February 11, 2013, White River has filed with the SEC and furnished to White River’s shareholders a definitive proxy statement dated January 11, 2013 and a proxy statement supplement dated January 24, 2013. White River’s shareholders can obtain, without charge, a copy of the definitive proxy statement, proxy statement supplement, and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. White River’s shareholders can also obtain, without charge, a copy of the proxy materials and other relevant documents by directing a request by mail or telephone to White River Capital, Inc., 6051 El Tordo, P.O. Box 9876, Rancho Santa Fe, California 92067, Attention: Corporate Secretary, or from White River’s website, http://www.whiterivercap.com.

White River and its directors and officers may be deemed to be participants in the solicitation of proxies from White River’s shareholders with respect to the special meeting of shareholders that will be held to consider the proposed Merger. Information about White River’s directors and executive officers and their ownership of White River’s common stock is set forth in the proxy statement for White River’s 2012 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 30, 2012, as well as in White River’s definitive proxy statement dated January 11, 2013 in connection with the special meeting. Shareholders may obtain additional information regarding the interests of White River and its directors and executive officers in the proposed Merger, which may be different than those of White River’s shareholders generally, by reading the definitive proxy statement and other relevant documents regarding the proposed Merger, as filed with the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	White River Capital, Inc.
Date: February 8, 2013
Date: February 14, 2013
	By:	/s/ Martin J. Szumski
		Printed Name: Martin J. Szumski
		Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger by and among Coastal Credit Holdings, Inc., Coastal Credit Merger Sub, Inc., and White River Capital, Inc., dated as of November 15, 2012 (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K dated November 15, 2012)
3.1		Second Amended and Restated Articles of Incorporation
3.2		Amended and Restated Bylaws
99.1		Press Release dated February 14, 2013

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