UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
Amendment No. 1 to Form 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 15, 2022
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OLD NATIONAL BANCORP
(Exact name of Registrant as specified in its charter)
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| | | | | | | | |
| INDIANA | 001-15817 | 35-1539838 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.)
|
| | | | | | | | |
| One Main Street | |
| Evansville, | Indiana | 47708 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (800) 731-2265
________________________________________________________
(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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, no par value | | ONB | | The NASDAQ Stock Market LLC |
| Depositary Shares, each representing a 1/40th interest in a share of 7.00% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A | | ONBPP | | The NASDAQ Stock Market LLC |
| Depositary Shares, each representing a 1/40th interest in a share of 7.00% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series C | | ONBPO | | The NASDAQ Stock Market LLC |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (s230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (s240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note.
On February 15, 2022, Old National Bancorp (“Old National”) completed its merger of equals (the “Merger”) with First Midwest Bancorp, Inc., a Delaware corporation (“First Midwest”), pursuant to the Agreement and Plan of Merger, dated May 30, 2021, by and between Old National and First Midwest, as previously disclosed in the Current Report on Form 8-K filed on February 16, 2022 (the “Original 8-K”). This Amendment on Form 8-K/A (this “Amended 8-K”) is being filed by Old National to amend Item 9.01 of the Original 8-K solely to present certain financial information in connection with the Merger.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited consolidated statements of financial condition of First Midwest as of December 31, 2021 and December 31, 2020 and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows of First Midwest for each of the three fiscal years in the period ended December 31, 2021, and the notes related thereto, are filed as Exhibit 99.1 to this Amended 8-K and incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet of Old National as of December 31, 2021, giving effect to the Merger as if it had been completed on December 31, 2021, and the unaudited pro forma condensed combined income statement of Old National for the year ended December 31, 2021, giving effect to the Merger as if it had been completed on January 1, 2021, and the notes related thereto, are filed as Exhibit 99.2 to this Amended 8-K and incorporated herein by reference.
(d) Exhibits.
Exhibit No. Description
23.1 Consent of Crowe LLP, Independent Auditors for Old National with respect to Old National’s Annual Report on Form 10-K for the year ended December 31, 2021.
23.2 Consent of Ernst & Young LLP, Independent Auditors for First Midwest with respect to First Midwest’s 2021 audited financial statements.
99.1 Audited consolidated statements of financial condition of First Midwest as of December 31, 2021 and December 31, 2020 and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows of First Midwest for each of the three fiscal years in the period ended December 31, 2021, and the notes related thereto.
99.2 Unaudited pro forma condensed combined balance sheet as of December 31, 2021; and unaudited pro forma condensed combined income statement for the year ended December 31, 2021, and the notes related thereto.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
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.
Date: April 29, 2022
OLD NATIONAL BANCORP
By: /s/ Nicholas J. Chulos
Nicholas J. Chulos
Chief Legal Officer and Corporate Secretary
