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 Two Separate Exchange Offers to Strengthen Capital Composition
| Source: First Midwest Bancorp, Inc.
ITASCA, IL--(Marketwire - August 27, 2009) - First Midwest Bancorp, Inc. ("First Midwest" or
the "Company") (NASDAQ : FMBI ) today announced that, in order to enhance the
Company's already strong capital position, it has commenced an offer to
exchange any and all of the $100,000,000 outstanding principal amount of
the Company's 5.85% Subordinated Notes due 2016 (the "Notes") and a
separate offer to exchange any and all of the $125,000,000 outstanding
liquidation amount of 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. These exchange offers are two
separate transactions, and neither is conditioned on the completion of the
other.
The exchange offers represent an efficient opportunity to strengthen the
composition of First Midwest's capital base by increasing its Tier 1 common
and tangible common equity ratios, while also reducing the dividend and
interest expense associated with the debt securities. By increasing its
common equity component, First Midwest expects to have increased capital
flexibility to take advantage of market opportunities and implement its
long-term strategies.
Each exchange offer will expire at 11:59 p.m., New York City time, on
September 24, 2009 (the "Expiration Date"), and each will have an early
tender period (the "Early Tender Period") that expires at 5:00 p.m. New
York City time, on September 10, 2009. We may extend the Expiration Date
or Early Tender Period for either offer or both offers, and we may
terminate either offer or both offers early.
For each $1,000 liquidation amount of Capital Securities accepted in
accordance with the terms of the Capital Securities exchange offer, First
Midwest will issue a number of shares of its common stock equal to $750,
plus an early tender premium of $50 for Capital Securities tendered during
the Early Tender Period and not withdrawn, divided by the Relevant Price
(as defined below). No early tender premium will be paid for Capital
Securities tendered after the Early Tender Period. For each exchange
offer, "Relevant Price" means the simple arithmetic average of the daily
per share volume weighted average price (VWAP) of First Midwest's common
stock for each of the five consecutive trading days ending on the second
trading day immediately preceding the Expiration Date of that exchange
offer (the "Pricing Date"). The Company will issue no more than 7.5
million shares of its common stock in the Capital Securities exchange
offer, and will prorate tendered Capital Securities as necessary to remain
within this limit. In any proration, the Company will give preference to
Capital Securities tendered during the Early Tender Period, and will accept
Capital Securities tendered after the Early Tender Period only if it
accepts 100% of the Capital Securities that are tendered during the Early
Tender Period and are not withdrawn.
For each $1,000 principal amount of Notes accepted in accordance with the
terms of the Notes exchange offer, First Midwest will issue a number of
shares of its common stock equal to $850, plus an early tender premium of
$50 for Notes tendered during the Early Tender Period and not withdrawn,
divided by the Relevant Price. No early tender premium will be paid for
Notes tendered after the Early Tender Period. The Company will issue no
more than 3.5 million shares of its common stock in the Notes exchange
offer, and will prorate tendered Notes as necessary to remain within this
limit. In any proration, the Company will give preference to Notes
tendered during the Early Tender Period, and will accept Notes tendered
after the Early Tender Period only if it accepts 100% of the Notes that are
tendered during the Early Tender Period and are not withdrawn.
The Relevant Price and the exchange ratios (with and without the early
tender premium) for each exchange offer will be announced in a press
release prior to 9:00 a.m. New York City time on the first trading day
following the Pricing Date for such exchange offer. The Pricing Date for
each exchange offer will be September 22, 2009, subject to extension. The
exchange ratio information for each exchange offer will also be available
at http://www.firstmidwest.com/aboutinvestor_exchangeoffers.asp and from
D.F. King and Co., Inc., the information and tender agent, at the phone
number or address set forth below.
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 (the "Exchange Offer Documents"), which are being
sent separately to holders of the Capital Securities and the Notes. The
description of the exchange offer 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
for the relevant Exchange Offer carefully. Copies of the Exchange Offer
Documents may be obtained from D.F. King & Co., Inc., the information and
tender agent for both offerings. Holders may contact D.F. King at
888-886-4425 or, for bankers and brokers, at 212-269-5550. Holders may
also obtain the relevant 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.
Keefe, Bruyette & Woods, Inc. is acting as First Midwest's financial
advisor in connection with the exchange offers. KBW has not been retained
to, and will not, solicit acceptances of either exchange offer or make any
recommendations to holders with respect thereto. Sullivan & Cromwell LLP
has provided the company with legal advice in connection with the exchange
offers.
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 offers, 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 for the relevant exchange offer.
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.