SOURCE: First Midwest Bancorp, Inc.

First Midwest Bancorp, Inc.

September 23, 2009 09:00 ET

First Midwest Bancorp, Inc. Announces Final Exchange Ratios for Subordinated Debt Exchange Offer and Separate Capital Securities Exchange Offer

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amount of the Notes accepted will be 88 for Notes tendered during the early tender period (and not subsequently withdrawn) and 83 for Notes tendered during the final tender period (and not subsequently withdrawn).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Securities accepted will be 78 for Capital Securities tendered during the early tender period (and not subsequently withdrawn) and 73 for Capital Securities tendered during the final tender period (and not subsequently withdrawn).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 The Notes or the Capital Securities that are tendered into either exchange offer may be withdrawn at any time prior to the expiration date.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.

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