UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01. | Other Events. |
As previously reported, First Midwest Bancorp, Inc. (“First Midwest”), entered into an underwriting agreement, dated as of May 13, 2020 (the “Underwriting Agreement”), with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to the offering of 4,000,000 depositary shares (“Depositary Shares”), each representing a 1/40th interest in a share of First Midwest’s 7.000% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, liquidation preference of $1,000 per share, and up to an additional 600,000 Depositary Shares pursuant to an option granted to the Underwriters to purchase additional Depositary Shares (the “Option”).
On May 28, 2020, First Midwest completed the issuance and sale of 320,000 Depositary Shares pursuant to the exercise of the Option (the “Option Securities”).
A copy of the opinion of Sullivan & Cromwell LLP, counsel for First Midwest, relating to the legality of the issuance and sale of the Option Securities, is attached as Exhibit 5.1 to this Current Report on Form 8-K. Exhibits 5.1 and 23.1 of this Current Report on Form 8-K are hereby incorporated by reference into First Midwest’s registration statement on Form S-3 (File No. 333-238152).
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit |
Description | |
| 5.1 | Opinion of Sullivan & Cromwell LLP. | |
| 23.1 | Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
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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.
| First Midwest Bancorp, Inc. | |||
| Date: May 28, 2020 | By: | /s/ Nicholas J. Chulos | |
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Nicholas J. Chulos Executive Vice President, General Counsel and Corporate Secretary | |||
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