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): May 13, 2019
(Exact name of registrant as specified in its charter)
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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 |
(Address of principal executive offices) | (ZIP Code) |
Registrant’s telephone number, including area code: (708) 831‑7483
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| 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):
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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class: | | Trading Symbol | | Name of each exchange on which registered: |
Common stock, $0.01 par value | | FMBI | | The NASDAQ Stock Market |
Item 8.01Other Events.
On May 13, 2019, First Midwest Bancorp, Inc. (“First Midwest”) issued a press release announcing that it completed its previously announced acquisition of Bridgeview Bancorp, Inc. (“Bridgeview”) and its wholly-owned subsidiary, Bridgeview Bank Group, in accordance with the Agreement and Plan of Merger entered into on December 6, 2018 (the “Merger Agreement”). Bridgeview was merged with and into First Midwest and, subsequently, Bridgeview Bank Group was merged with and into First Midwest Bank. At closing, Bridgeview had approximately $1.1 billion of total assets, $755 million of loans and $1 billion of deposits.
Under the terms of the Merger Agreement, each share of Bridgeview common stock (other than shares held in treasury or otherwise owned by First Midwest or Bridgeview) converted into the right to receive 0.2767 shares of First Midwest common stock, plus $1.66 in cash. Based on the number of shares of Bridgeview common stock outstanding immediately prior to closing, First Midwest is issuing approximately 4.7 million shares of First Midwest common stock in connection with the merger, resulting in an aggregate purchase price of approximately $135.4 million calculated using First Midwest’s closing stock price on May 9, 2019.
The press release, dated May 13, 2019, is attached to this report as Exhibit 99.1.
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 speak only as of the date made, and First Midwest undertakes no obligation to update any forward-looking statements.
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, 2018, 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.
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| FIRST MIDWEST BANCORP, INC. |
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Date: | May 16, 2019 | By: | /s/ Nicholas J. Chulos |
| | | Nicholas J. Chulos
Executive Vice President, General Counsel and Corporate Secretary |
