Item 2.01 Completion of Acquisition or Disposition of Assets.
On
On
Pursuant to the terms of the Merger Agreement, at the effective time of the
Merger (the "Effective Time"), each share of common stock, par value
At the Effective Time, each outstanding share of 7.00% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, no par value, of First Midwest ("First Midwest Series A Preferred Stock") and 7.00% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series C, no par value, of First Midwest ("First Midwest Series C Preferred Stock" and together with the First Midwest Series A Preferred Stock, the "First Midwest Preferred Stock") was converted into the right to receive one share of an applicable newly created series of Old National preferred stock, no par value, having terms that are not materially less favorable (and taking into account that First Midwest will not be the surviving corporation in the Merger) as the applicable series of outstanding First Midwest Preferred Stock (respectively, "New Old National Series A Preferred Stock" and "New Old National Series C Preferred Stock," and collectively, the "New Old National Preferred Stock"). In addition, at the Effective Time, each outstanding First Midwest depositary share representing a 1/40th interest in a share of the applicable series of First Midwest Preferred Stock was converted into an Old National depositary share representing a 1/40th interest in a share of the applicable series of New Old National Preferred Stock.
Pursuant to the terms of the Merger Agreement, at the Effective Time, each First Midwest equity award granted under First Midwest's equity compensation plans that was outstanding immediately prior to the Effective Time converted into corresponding awards with respect to shares of Old National Common Stock, with the number of shares underlying such award adjusted based on the Exchange Ratio. Each such converted Old National equity award continues to be subject to the same terms and conditions as applied to the corresponding First Midwest equity award immediately prior to the Effective Time, except that each converted Old National equity award corresponding to a First Midwest performance award will be subject to service-based vesting only and will no longer be subject to any performance conditions. The number of shares underlying such converted Old National equity award corresponding to a First Midwest performance award was determined with any performance goals deemed satisfied at the target level of performance.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On
Additionally, Old National, as successor to First Midwest, intends to file with
the
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
Item 3.03 Material Modifications to Rights of Security Holders.
As of the Effective Time, each holder of a certificate or book-entry share representing any shares of First Midwest Common Stock or First Midwest Preferred Stock will cease to have any rights with respect thereto, except the right to receive the merger consideration as described above and subject to the terms and conditions set forth in the Merger Agreement.
The information set forth under Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of the Registrant.
On
The information set forth under Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
At the Effective Time, as a result of the Merger, First Midwest ceased to exist as a separate entity and, First Midwest's directors and executive officers ceased serving as directors and executive officers of First Midwest.
At the Effective Time,
In accordance with the Merger Agreement, the board of directors of Old National
amended Old National's By-Laws, effective at the Effective Time, among other
things, to expand the size of the board of Old National to sixteen (16) persons.
The following individuals, each of whom was a member of the board of directors
of First Midwest immediately prior to the consummation of the Merger, were
elected to the board of directors of Old National: (i)
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As of the Effective Time, the Restated Certificate of Incorporation and the Amended and Restated By-Laws of First Midwest ceased to be in effect by operation of law.
The organizational documents of Old National (as successor to First Midwest by
operation of law) as of the Effective Time are (i) the Fifth Amended and
Restated Articles of Incorporation as amended by the Articles of Amendment filed
with the Secretary of State of the
Item 9.01. Financial Statements and Exhibits. (d) Exhibits
The following exhibits are filed as part of this Current Report on Form 8-K:
Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofMay 30, 2021 , by and between Old National and First Midwest (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K ofFirst Midwest Bancorp, Inc. , filedJune 2, 2021 ). 3.1 Fifth Amended and Restated Articles of Incorporation of Old National Bancorp (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K of Old National Bancorp, filedMay 18, 2020 ). 3.2 Articles of Amendment to the Fifth Amended and Restated Articles of Incorporation of Old National Bancorp authorizing additional shares of Old National capital stock. 3.3 Articles of Amendment to the Fifth Amended and Restated Articles of Incorporation of Old National Bancorp designating the New Old National Series A Preferred Stock. 3.4 Articles of Amendment to the Fifth Amended and Restated Articles of Incorporation of Old National Bancorp designating the New Old National Series C Preferred Stock. 3.5 Amended and Restated By-Laws of Old National Bancorp (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K of Old National Bancorp, filedMay 18, 2020 ). 3.6 By-Laws Amendment to Amended and Restated By-Laws of Old National Bancorp. 101 Cover Page Interactive Data - the cover page XBRL tags are embedded within the Inline XBRL document.
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