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): November 8, 2018
(Exact name of registrant as specified in its charter)
Delaware |
0‑10967 |
36‑3161078 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
8750 West Bryn Mawr Avenue, Suite 1300, Chicago, Illinois |
60631 |
|
(Address of principal executive offices) |
(ZIP Code) |
Registrant’s telephone number, including area code: (708) 831‑7483
|
N/A |
|
|
(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)) |
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 8.01Other Events.
On November 8, 2018, First Midwest Bancorp, Inc. (“First Midwest”) issued a press release announcing its proposed acquisition of Northern Oak Wealth Management, Inc. (“Northern Oak”), a registered investment adviser based in Milwaukee, Wisconsin. The transaction is subject to customary regulatory approvals and closing conditions and is expected to close in the first quarter of 2019. The press release, dated November 8, 2018, is attached to this report as Exhibit 99.1 and incorporated herein by reference.
Forward-Looking Statements
This current report on Form 8-K, as well as the attached press release and any oral statements made by or on behalf of First Midwest, may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those relating to First Midwest’s proposed acquisition of Northern Oak, including the costs and benefits associated therewith and the timing thereof. In some cases, forward-looking statements can be identified by the use of words such as “may,” “might,” “will,” “would,” “should,” “could,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “outlook,” “predict,” “project,” “probable,” “potential,” “possible,” “target,” “continue,” “look forward,” or “assume” and words of similar import. Forward-looking statements are not historical facts or guarantees of future performance or outcomes, but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control. It is possible that actual results and events may differ, possibly materially, from the anticipated results or events indicated in these forward-looking statements. First Midwest cautions you not to place undue reliance on these statements. Forward-looking statements are made only as of the date of this report, and First Midwest undertakes no obligation to update any forward-looking statements to reflect new information or events or conditions after the date hereof.
Forward-looking statements are subject to certain risks, uncertainties and assumptions, including, but not limited to, those identified under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in First Midwest’s annual report on Form 10-K for the year ended December 31, 2017, as well as subsequent filings made with the Securities and Exchange Commission. However, these risks and uncertainties are not exhaustive. Other sections of such reports describe additional factors that could adversely impact First Midwest’s business, financial performance and acquisition transactions, including the acquisition of Northern States.
Item 9.01Financial Statements and Exhibits.
* * *
- 1 -
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: |
November 13, 2018 |
By: |
/s/ Nicholas J. Chulos |
|
|
|
Nicholas J. Chulos |
- 2 -
Exhibit 99.1
For Immediate Release
First Midwest Bancorp to Acquire Northern Oak Wealth Management
Milwaukee-Based Investment Adviser Further Enhances
First Midwest’s Wealth Management Business
CHICAGO, IL, November 8, 2018 – First Midwest Bancorp, Inc. (“First Midwest”) (NASDAQ NGS: FMBI) today announced that it has entered into a definitive agreement to acquire Northern Oak Wealth Management, Inc. (“Northern Oak”), a Milwaukee-based registered investment adviser with approximately $800 million of wealth assets under management.
This acquisition further strengthens First Midwest’s position as one of the Midwest’s largest independent wealth management providers, with more than $11 billion in assets under management and clients across 30 states.
“Northern Oak is a highly respected investment adviser that shares our commitment to the financial success of our clients and to delivering a highly personalized client experience,” said Bob Diedrich, executive vice president and director of wealth management at First Midwest. “We look forward to working closely with the Northern Oak team to meet the financial needs of their high net worth clients through a wider range of private banking and wealth management solutions.”
Northern Oak’s executive team of Mark Zellmer and David Becker, who have a combined 46 years of tenure at the firm, will continue to serve in leadership roles at Northern Oak, which will operate as a subsidiary of First Midwest.
“The financial markets are becoming increasingly complex, and clients are looking for an experienced and trusted adviser who can help them achieve their investment goals,” said Mark Zellmer, chairman of Northern Oak. “We are excited to join First Midwest and look forward to leveraging their broad range of wealth management and banking products and services to create enhanced value for our clients.”
The transaction is subject to customary regulatory approvals and closing conditions and is expected to close in the first quarter of 2019.
About First Midwest
First Midwest is a relationship-focused financial institution and one of the largest independent publicly-traded bank holding companies based on assets headquartered in Chicago and the Midwest, with over $15 billion in assets and an additional $11 billion in trust assets under management. First Midwest’s principal subsidiary, First Midwest Bank, and other affiliates provide a full range of commercial, treasury management, equipment leasing, retail, wealth management, private banking and trust products and services through locations in metropolitan Chicago, northwest Indiana, central and western Illinois and eastern Iowa. First Midwest’s common stock is traded on the NASDAQ Stock Market under the symbol FMBI. First Midwest’s website is www.firstmidwest.com.
First Midwest Bancorp, Inc. | 8750 West Bryn Mawr Avenue | Suite 1300 | Chicago | Illinois | 60631
CONTACTS:
Investors |
Media |
Patrick S. Barrett |
Maurissa Kanter |
EVP, Chief Financial Officer |
SVP, Director of Corporate Communications |
(708) 831-7231 |
(708) 831-7345 |
pat.barrett@firstmidwest.com |
maurissa.kanter@firstmidwest.com |
First Midwest Bancorp, Inc. | 8750 Bryn Mawr | Suite 1300 | Chicago | Illinois | 60431
2
-_P7YC8D%__GZ21&& ?W\%'V2!_H <_+A^=(MYY ]^5XFRRMM^
M3X@4L3Y^7(:TER]^@H6;?)-^OH2Z8.E_#X/T0P!_EH-X':* Y(/?^J-])9<(
MXDA]')0QR5A])9%ZK\Y]2X\>E=9]AHT->TY]UXL\7[1^-XF)0 O=9Y9+XVK5IS3''BHX)- !H>EZX1J "#'( >MS$G:\^;3Z^X:N37PFY
M.*A;4"JSS*8S0(6NUZ3.+[FJL*!%'+.H,9-G!LBE1H26 "#'( YA]V<',8
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M_::V4*]U":)[-/1UA9ZU#VIU'XILVLMN&\[&Q41O*5_$'+*K/1_
M'7//EQ]_-731@'5_5G7=:.Y_B';V4#%_SW@(-)J 67D'#UB!\GD\U(Q]47Q_
MP+)] !8-^)H.ZMUR15V^QIC6/GG#ME"&.''(2@/2,R7,N;,N+F'145Y.*
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M9P6%U9Q[4FJ$_9G4/'6$2I@^(L"$,)6= =6#)X$]L)**!S/X_.#65SXXD.T!5HN:_4N]UJ9ZN*INMK^:
#J9-&46V"\I&*/U6"99!"*V^!^Y =$>6"'HP9 " ( CR"%O*&^
M@0F$V9^6<>F#X9T;8
DVI?
M]9JZ@#%B<)?>;#UDWI4Q5VIG&I+ 07%HNY"O*&!H%X_*!WQS6840MHY9?ZL.
MI05<8J=\DIQ>_J.^?U]A=J (:VYCYYR95JUF+)F/0-9GR9
(8G*%?^>
M$8DV!4V9JX.6 ""%H " ( 5F*G-))^3 RD>I(B0*>ANI%5-"Z?(Y"D
M)F>=+Y"9%B:<]HWD!6J8<(.I "!@( " ( M29A4UFRH_YCT5T#DC9F
M+V W?X9H<6-,:]YJGV9&5RALKFDE02IN8FO/)^MNVFW=!KETHV[%LRI=SF1A
MHG%@FF:LD-1C-FCF?DMEKFL0:KIH#6TH5AYJ0&\N0#5K_'$&)QAL$G)>!F-U
M-7-!L4Y:L6\!H*I=LW!*CTU@@W&,?-9C)G+.:6YEK'0-5/MG_G5#/SYINW96
M)E%I97<*!A=UM7@BKW17Y7F!GMU;%GGIH70<%HV9A3+B)I&)=@%>5I3([. "
M ( CGQXYUBQ@2=Y4EP)
H.0%A?'AX(0I@!'CY Y5Y\GKUHC),0'T=DN!02'U$@KY3
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ME5L&;CIHMUZ(7&%JQ6'F25%LJ647-+-N!F?M&]=M@FF; " &WPF\1>$%UT
MC5Y@L6!D?=IC)V,U;4)E?F7F6X1GMVAW2))IMFKD-!=K VT!&V=J36X@ "
M '+3F@M:6F=9BYY=0VEF?$]?]6M<:\QB?FT\6CQDXF\)1W=F^W"\,RMH+7(N
M&KIGD7+/ " '>#F%)6_7$FB>Y:(G)?>JY= W.':GA?MG2=60AB176G1G5D
M<7:D,F%EA7=V&BME.W>V " 'N6EKA4!7KLB'5777M?>4E::GN]:1Y=/GP*
M6 )?ZGQ618YB*'RD,:UC&WSE&;!C1'SN " '\2E611@H2UASQ5 81D>"M8
M,8/Z:!5;)8."5PQ=XX,21-5@)(*Y,1I@](*!&4AAI8*A " ( E%%/:(YS
MAC]3!HU?=T-63XPK9S]96HKR5D)<*XG41"M>;HCF,*E?%(A2&/Q@38A) "
M ( DX%-N)@:A7M1;99$=HA4Q91)9I%7VY)259U:MY"30XQ<^H\M,"Q=>(Y\
M&+E?.8SM " ( DO1,=Z&7A.U0-Y\$=?=3DYQ$9@=6JYF95259B)=)0RQ;
MQI6-+\E<$Y3[&%E>9I!V " ( D5AIK%-B@YYK3%
QYZQC#5J7)JCBG!95):2B,%(L))@AQ(XKXW^A6XI^HE'
M@\FL[:K]FO6<:J:6E]2+JJ))E.=ZM)X9DBQIL)GYCX-8S97RC/A(5)'%BE8X
M@HUQAZ4J!(C1A."L1*IBHS>;R:7]GU*+"Z&PFYEZ&IV$F AI(YEFE(585I51
MD05( I$PC6LX6HSPB:\J#8ANA=2KGJGOJUZ;1*6 IJB*CJ$MHAAYG9T G:]H
MLYCOF517_93FE.5'Q9"[D$TX/HR(BX \NFBZ
M[W@ M*JG"'A'KJZ2O'BOJ)M^87E+HHYJ&7H3G&U6&'KQE@1"4GOZCRDO)GTP
MA['-KW=JQ%ZZ7'>LO::F7W?HMI22"'A%KUI]N7C@J"1IB7FOH-95I'J:F3Q!
M_WNPD2XN_WSOB)7("8?2<06V.H;H