Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 1, 2013, First Place Financial Corp., a Delaware Corporation (the "Company") completed the sale of substantially all of its assets, including all of the issued and outstanding shares of common stock of the Company's wholly-owned subsidiaries, First Place Bank and First Place Holdings, Inc., and certain other assets held in the name of the Company but used in the business of First Place Bank, to Talmer Bancorp, Inc., a Michigan corporation (the "Purchaser") pursuant to the terms of the Amended and Restated Asset Purchase Agreement, dated as of December 14, 2012 (the "Amended Purchase Agreement"). In accordance with the Amended Purchase Agreement, the Purchaser also assumed $60 million in subordinated notes (the "Assumed Securities") issued to First Place Capital Trust, First Place Capital Trust II and First Place Capital Trust III (the "Trust Preferred Issuers") and received the Company's common securities issued by the Trust Preferred Issuers, certain tax assets, and all cash and cash equivalents held by the Company.

In connection with the closing of the transactions contemplated by the Amended Purchase Agreement, each of A. Gary Bitonte, William A. Russell, Thomas M. Humphries, Earl T. Kissell, Marie Izzo Cartwright, Frank J. Dixon and Robert L. Wagmiller resigned as directors of First Place Bank, effective as of January 1, 2013. Following the sale of First Place Bank, the Company will file an application with the Board of Governors of the Federal Reserve System to deregister as a savings and loan holding company.

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