UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. |
On March 10, 2020, First Midwest Bancorp, Inc. (“First Midwest”) issued a press release announcing that it completed its previously announced acquisition of Bankmanagers Corp. (“Bankmanagers”) and its wholly owned subsidiary, Park Bank, headquartered in Milwaukee, Wisconsin, in accordance with the Agreement and Plan of Merger entered into on August 27, 2019 (the “Merger Agreement”). At closing, Bankmanagers had approximately $1.1 billion of total assets, $1.0 billion of deposits and $720 million of loans.
Under the terms of the Merger Agreement, each share of Bankmanagers common stock converted into the right to receive 29.9675 shares of First Midwest common stock, plus $623.02 of cash (of which $346.00 per share was paid by Bankmanagers to its shareholders by a special cash dividend immediately prior to closing, as permitted under the Merger Agreement). Based on the number of shares of Bankmanagers common stock outstanding immediately prior to closing, First Midwest is issuing approximately 4.9 million shares of First Midwest common stock in connection with the merger, resulting in an aggregate purchase price of approximately $174 million calculated using First Midwest’s closing stock price on March 9, 2020.
The press release, dated March 10, 2020, is attached to this report as Exhibit 99.1.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits. | ||
99.1 | Press Release issued by First Midwest Bancorp, Inc. dated March 10, 2020. | |
104.0 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
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 speak only as of the date made, and First Midwest undertakes no obligation to update any forward-looking statements to reflect new information, events or conditions.
Forward-looking statements are subject to certain risks, uncertainties and assumptions, including those discussed 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, 2019, as well as subsequent filings made with the Securities and Exchange Commission. These risks and uncertainties are not exhaustive, and other sections of these reports describe additional factors that could adversely impact First Midwest’s business and 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.
FIRST MIDWEST BANCORP, INC. | |||
Date: | March 10, 2020 | By: | /s/ Nicholas J. Chulos |
Nicholas J. Chulos |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
FIRST MIDWEST BANCORP COMPLETES ACQUISITION
OF PARK BANK
CHICAGO, IL – March 10, 2020 – First Midwest Bancorp, Inc. (“First Midwest”), the holding company of First Midwest Bank, today announced that it has completed its acquisition of Bankmanagers Corp. and its wholly owned subsidiary, Park Bank.
Founded in 1915, Park Bank is one of the largest independent commercial banks in the Milwaukee, Wisconsin market. As of December 31, 2019, Park Bank had approximately $1.1 billion of assets, $1.0 billion of deposits, of which 87% are core deposits, and $720 million of loans. Dave Werner will continue as President and CEO of Park Bank and will now lead the Milwaukee and southeast Wisconsin market for First Midwest.
“We are very excited about our partnership with Park Bank and welcome our newest clients and colleagues to First Midwest,” said Michael L. Scudder, Chairman and Chief Executive Officer of First Midwest. “We have been expanding our existing presence in southeast Wisconsin, and Park Bank significantly enhances our footprint there. Park Bank’s team of highly experienced bankers have deep roots in the market and are focused on the financial success of their customers. We look forward to continuing Park Bank’s long-standing commitment to relationship banking and to providing our newest customers with a broader array of products and services.”
With this transaction, First Midwest has approximately 110 colleagues and five locations in southeast Wisconsin. In 2019, First Midwest acquired Northern Oak Wealth Management, a registered investment adviser with approximately $900 million of assets under management, and established a loan production office to serve commercial customers. Both are in downtown Milwaukee.
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 approximately $18 billion of assets and an additional $12 billion of 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, trust and private banking products and services. Our branches and other locations are located in metropolitan Chicago, southeast Wisconsin, northwest Indiana, central and western Illinois and eastern Iowa. Visit First Midwest at www.firstmidwest.com.
First Midwest Bancorp, Inc. | 8750 West Bryn Mawr Avenue | Suite 1300 | Chicago | Illinois | 60631
Contacts |
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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 |
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First Midwest Bancorp, Inc. | 8750 Bryn Mawr | Suite 1300 | Chicago | Illinois | 60431
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Document and Entity Information |
Mar. 10, 2020 |
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Document and Entity Information [Abstract] | |
Document Type | 8-K |
Document Period End Date | Mar. 10, 2020 |
Entity File Number | 0-10967 |
Entity Registrant Name | FIRST MIDWEST BANCORP INC |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 36-3161078 |
Entity Address, Address Line One | 8750 West Bryn Mawr Avenue, Suite 1300 |
Entity Address, City or Town | Chicago |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60631 |
City Area Code | 708 |
Local Phone Number | 831-7483 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common stock |
Trading Symbol | FMBI |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0000702325 |
Amendment Flag | false |