Contact Information: CONTACT: Cynthia Lance (Media) EVP and Corporate Secretary First Midwest Bancorp, Inc. (630) 875-7345 James Hotchkiss (Investors) EVP and Treasurer First Midwest Bank (630) 875-7244 www.firstmidwest.com
First Midwest Bancorp, Inc. Announces Final Exchange Ratios for Subordinated Debt Exchange Offer and Separate Capital Securities Exchange Offer
| Source: First Midwest Bancorp, Inc.
ITASCA, IL--(Marketwire - September 23, 2009) - First Midwest Bancorp, Inc. ("First Midwest" or
the "Company") (NASDAQ : FMBI ) announced today the final exchange ratios for
its previously announced offer to exchange the Company's 5.85% Subordinated
Notes due 2016 (the "Notes") for newly issued shares of common stock of the
Company and its separate previously announced offer to exchange the 6.95%
Capital Securities (the "Capital Securities") issued by First Midwest
Capital Trust I for newly issued shares of common stock of the Company. As
described in the respective Offering Memorandum for each exchange offer,
the exchange ratios are calculated based on the average Volume Weighted
Average Price, or "Average VWAP," of the common stock for each of the five
consecutive trading days ended September 22, 2009, which was $10.2720 per
share.
The total number of shares of common stock issuable for each $1,000
principal amount of the Notes accepted will be 88 for Notes tendered during
the early tender period (and not subsequently withdrawn) and 83 for Notes
tendered during the final tender period (and not subsequently withdrawn).
The total number of shares of common stock issuable for each $1,000
liquidation amount of the Capital Securities accepted will be 78 for
Capital Securities tendered during the early tender period (and not
subsequently withdrawn) and 73 for Capital Securities tendered during the
final tender period (and not subsequently withdrawn). The Company will
issue no more than 4,500,000 shares of common stock in the Notes exchange
offer and no more than 7,500,000 shares of common stock in the Capital
Securities exchange offer, and will separately prorate the securities that
it accepts in each exchange offer as necessary to remain within these
limits, as described in the respective Offering Memorandum for each
exchange offer.
The early tender period for both exchange offers expired at 5:00 p.m., New
York City time, on September 10, 2009. Each exchange offer will expire at
11:59 p.m., New York City time, on September 24, 2009, unless it is
extended or terminated early. The Notes or the Capital Securities that are
tendered into either exchange offer may be withdrawn at any time prior to
the expiration date. To receive the consideration in either exchange offer,
holders must validly tender and not withdraw their securities prior to the
expiration date of such offer. The Company expects to deliver the
consideration for each exchange offer on or about September 29, 2009. These
exchange offers are two separate transactions, and consummation of either
exchange offer is not conditioned on the consummation of the other exchange
offer.
The complete terms and conditions of each exchange offer are set forth in
the respective Offering Memorandum and Letter of Transmittal for the
relevant exchange offer, along with the Company's September 11, 2009 press
release relating to the Notes exchange offer (collectively, the "Exchange
Offer Documents"), each of which has been sent to holders of the Capital
Securities and the Notes, as applicable. The description of the exchange
offers in this press release is only a summary and is qualified in its
entirety by reference to the relevant Exchange Offer Documents. Holders are
urged to read the Exchange Offer Documents carefully. Copies of the
Exchange Offer Documents may be obtained from D.F. King & Co., Inc. at
888-886-4425 or, for bankers and brokers, at 212-269-5550. Holders may also
obtain the Exchange Offer Documents by contacting First Midwest Investor
Relations, at http://www.firstmidwest.com/aboutinvestor_exchangeoffers.asp
or by email at investor.relations@firstmidwest.com.
Each exchange offer is being made in reliance upon the exemption from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), provided by Section 3(a)(9) of the Securities Act. This
press release is for informational purposes only and neither an offer to
purchase nor a solicitation to buy any of the common stock, the Notes
and/or the Capital Securities, nor is it a solicitation for acceptance of
either exchange offer. First Midwest is making each exchange offer only by,
and pursuant to the terms of, the relevant Exchange Offer Documents.
Neither exchange offer is being made in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. None of First
Midwest, its financial or legal advisors, the trustees of the trust or the
Notes indenture, the information agent, the exchange agent or any of their
respective affiliates is making any recommendation as to whether holders
should tender their Capital Securities and/or the Notes in connection with
the respective exchange offer.
This press release contains forward-looking statements, including
statements about the Company's financial condition, results of operations,
long-term growth strategies, and the completion and effect of the exchange
offers. These statements are not historical facts but instead represent
only the Company's current beliefs regarding future events, many of which,
by their nature, are inherently uncertain and outside of the Company's
control. First Midwest's actual results and financial condition, as well as
the effect of the Exchange, may differ, possibly materially, from those
indicated in these forward-looking statements. For a discussion of the
factors that could cause actual results to differ materially from those
described in the forward-looking statements, consult First Midwest's Annual
Report on Form 10-K for the year ended December 31, 2008, and subsequent
filings with the Securities and Exchange Commission available on the
Securities and Exchange Commission's website (www.sec.gov), as well as the
Exchange Offer Documents.
First Midwest is the premier relationship-based banking franchise in the
growing Chicagoland banking market. As one of the Chicago metropolitan
area's largest independent bank holding companies, First Midwest provides
the full range of both business and retail banking and trust and investment
management services through some 100 offices located in 62 communities,
primarily in metropolitan Chicago. First Midwest was recently recognized by
the Alfred P. Sloan Awards for Business Excellence in Workforce Flexibility
in the greater Chicago area.