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): January 16, 2019
(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.) |
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8750 West Bryn Mawr Avenue, Suite 1300, Chicago, Illinois |
60631 |
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(Address of principal executive offices) |
(ZIP Code) |
Registrant’s telephone number, including area code: (708) 831‑7483
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N/A |
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(Former name or former address, if changed since last report) |
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12) |
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Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b)) |
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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 January 16, 2019, First Midwest Bancorp, Inc. (“First Midwest”) issued a press release announcing that it completed its previously announced acquisition of Northern Oak Wealth Management, Inc. (“Northern Oak”), a registered investment adviser based in Milwaukee, Wisconsin. Northern Oak has become a wholly owned subsidiary of First Midwest. The press release, dated January 16, 2019, is attached to this report as Exhibit 99.1 and incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
Forward-Looking Statements
This current report on Form 8-K, including the exhibit attached hereto, as well as 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. 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.
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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.
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FIRST MIDWEST BANCORP, INC. |
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Date: |
January 16, 2019 |
By: |
/s/ Nicholas J. Chulos |
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Nicholas J. Chulos |
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Exhibit 99.1
For Immediate Release
First Midwest Bancorp Completes Acquisition of
Northern Oak Wealth Management
CHICAGO, IL, January 16, 2019 – First Midwest Bancorp, Inc. (“First Midwest”) today announced it has completed its acquisition of Northern Oak Wealth Management, Inc. (“Northern Oak”), a Milwaukee-based registered investment adviser with approximately $800 million of assets under management. First Midwest announced its intent to acquire Northern Oak on November 8, 2018.
“We are excited to welcome Northern Oak clients and colleagues to First Midwest,” said Bob Diedrich, Executive Vice President and Director of Wealth Management at First Midwest. “We look forward to continuing to meet the financial needs of Northern Oak’s high net worth clients by providing them with a highly personalized client experience, as well as a broad range of private banking and wealth management solutions.”
First Midwest is one of the Midwest’s largest independent wealth management providers, with approximately $11 billion in assets under management and clients across 30 states. The Northern Oak team joins more than 140 colleagues in First Midwest’s Wealth Management business. Northern Oak Chairman Mark Zellmer and President David Becker, who have a combined 46 years of tenure at the firm, are continuing to serve in leadership roles. Northern Oak is operating as a subsidiary of First Midwest.
About First Midwest
First Midwest (NASDAQ: FMBI) 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 approximately $11 billion in assets under management. First Midwest’s principal subsidiary, First Midwest Bank, and other affiliates provide a full range of commercial, treasury management, equipment leasing, consumer, wealth management, private banking and trust products and services through locations in metropolitan Chicago, northwest Indiana, central and western Illinois and eastern Iowa. Visit First Midwest at www.firstmidwest.com.
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 West Bryn Mawr Avenue | Suite 1300 | Chicago | Illinois | 60631
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