SUBSEQUENT EVENTS

On January 6, 2017, the Company completed the acquisition of Standard, and all operating systems were converted in the first quarter of 2017. Pursuant to the terms of the merger agreement, on January 6, 2017, each outstanding share of Standard common stock was cancelled and converted into the right to receive 0.4350 of a share of First Midwest common stock. Based on the closing trading price of shares of First Midwest common stock on the NASDAQ on that date, of $25.34, the value of the merger consideration per share of Standard common stock was $11.02. Each outstanding Standard stock settled right was redeemed for cash, and each outstanding Standard stock option and each share of Standard phantom stock was cancelled and terminated in exchange for the right to receive cash, in each case, pursuant to the terms of the merger agreement. This resulted in an overall transaction value of approximately $580.5 million, which consisted of 21,057,085 shares of Company common stock and $47.1 million in cash.

The following table presents the assets acquired and liabilities assumed, net of preliminary fair value adjustments, in the Standard transaction as of the acquisition date. The assets acquired and liabilities assumed, both tangible and intangible, are presented at their estimated fair values as of the acquisition date and have been accounted for under the acquisition method of accounting. These fair value adjustments, including goodwill, are preliminary based on estimates and are subject to change as more information becomes available and after final analyses of the fair values of both tangible and intangible assets acquired and liabilities assumed are completed. Goodwill recorded in the acquisition, which reflects the increased Company presence in southern metropolitan Chicago and northwest Indiana and related synergies expected from the combined operations, is not tax deductible.

Acquisition Activity

(Dollar amounts in thousands, except share and per share data)



	Standard
	January 6, 2017
Assets
Cash and due from banks and interest-bearing deposits in other banks	$	101,944
Securities available-for-sale	214,098
FHLB and FRB stock	3,247
Loans	1,795,562
OREO	9,223
Investment in BOLI	55,629
Goodwill	328,296
Other intangible assets	25,868
Premises, furniture, and equipment	56,253
Accrued interest receivable and other assets	48,707
Total assets	$	2,638,827
Liabilities
Noninterest-bearing deposits	$	676,295
Interest-bearing deposits	1,347,760
Total deposits	2,024,055
Accrued interest payable and other liabilities	34,289
Total liabilities	2,058,344
Consideration Paid
Common stock (21,057,085 shares issued at $25.34 per share), net of issuance costs	533,358
Cash paid	47,125
Total consideration paid	580,483
	$	2,638,827

The Company determined that it was not practicable to disclose the further detail related to acquired loans as of the acquisition date as the fair value adjustments are preliminary based on estimates discussed above.

The unaudited pro forma combined results of operations for the for the year ended December 31, 2016 is presented as if the Standard acquisition had occurred on January 1, 2016, the first day of the Company's 2016 fiscal year. The unaudited pro forma combined results of operations is presented for illustrative purposes only and does not necessarily indicate the financial results of the combined companies had the companies actually been combined at the beginning of the period presented. Fair value adjustments included in the following table are preliminary and may be revised. The unaudited pro forma results of operations also does not consider any potential impacts of potential revenue enhancements, anticipated cost savings and expense efficiencies, or asset dispositions, among other factors. Acquisition and integration related expenses directly attributable to the Standard acquisition have been excluded from the following table and are estimated to total $27.0 million, of which $8.0 million was expensed during the year ended December 31, 2016.

Unaudited Pro Forma Combined Results of Operations

(Dollar amounts in thousands, except per share data)



	For the Year Ended
	December 31, 2016
Total revenues ⁽¹⁾	$	616,922
Net income	108,770


⁽¹⁾	Includes net interest income and total noninterest income.