Item 3.03. Material Modification to Rights of Security Holders.
On June 24, 2020, First Midwest Bancorp, Inc. ("First Midwest") completed the
issuance of its 7.000% Fixed Rate Non-Cumulative Perpetual Preferred Stock,
Series C, liquidation preference of $1,000 per share (the "Series C Preferred
Stock"). As a result, First Midwest's ability to declare or pay dividends on, or
purchase, redeem or otherwise acquire, shares of common stock and each other
class or series of capital stock of First Midwest that ranks junior to the
Series C Preferred Stock is subject to certain restrictions in the event that
First Midwest does not declare and pay (or set aside) dividends on the Series C
Preferred Stock for the last preceding dividend period. In addition, the
Series C Preferred Stock has preferential rights on liquidation, dissolution or
winding up of First Midwest over the common stock and each other class or series
of capital stock of First Midwest that ranks junior to the Series C Preferred
Stock. The terms of the Series C Preferred Stock, including such rights and
restrictions, are more fully described in, and this description is qualified in
its entirety by reference to, the Certificate of Designations (as defined in
Item 5.03 below), a copy of which is filed as Exhibit 3.1 to this Current Report
on Form 8-K and which is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On June 23, 2020, First Midwest filed a Certificate of Designations (the
"Certificate of Designations") with the Secretary of State of the State of
Delaware to establish the preferences, limitations and relative rights of the
Series C Preferred Stock, which became effective upon filing. The Certificate of
Designations creates the Series C Preferred Stock out of the authorized and
unissued shares of preferred stock of First Midwest, fixes the initial number of
shares of Series C Preferred Stock at 126,500, establishes the terms of the
Series C Preferred Stock and provides for certain other rights, preferences,
privileges, qualifications, restrictions and limitations of the Series C
Preferred Stock. A copy of the Certificate of Designations is filed as
Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by
reference.
Item 8.01. Other Events.
On June 24, 2020, First Midwest completed the issuance and sale of 4,900,000
depositary shares (the "Depositary Shares"), each representing a 1/40th interest
in a share of the Series C Preferred Stock, pursuant to an underwriting
agreement, dated June 17, 2020 (the "Underwriting Agreement"), by and among
First Midwest and BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan
Stanley & Co. LLC, RBC Capital Markets, LLC, Wells Fargo Securities, LLC, Keefe,
Bruyette & Woods, Inc. and Raymond James & Associates, Inc. (collectively, the
"Underwriters"). The 4,900,000 Depositary Shares issued and sold on June 24,
2020 included 500,000 Depositary Shares sold pursuant to a partial exercise of
an option to purchase additional Depositary Shares granted to the Underwriters
in the Underwriting Agreement.
The Depositary Shares were issued pursuant to a Deposit Agreement (the "Deposit
Agreement"), dated June 24, 2020, among First Midwest, Computershare Inc. and
Computershare Trust Company, N.A., acting jointly as depositary, and the holders
from time to time of the depositary receipts described therein. A copy of the
Deposit Agreement is attached hereto as Exhibit 4.1 and the form of depositary
receipt representing the Depositary Shares is included as Exhibit A of the
Deposit Agreement.
A copy of the opinion of Sullivan & Cromwell LLP, counsel for the Registrant,
relating to the legality of the issuance and sale of the Depositary Shares is
attached as Exhibit 5.1 to this Current Report on Form 8-K. Exhibits 5.1
and 23.1 of this Current Report on Form 8-K are hereby incorporated by reference
into First Midwest's Registration Statement on Form S-3 (File No. 333-238152).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
3.1 Certificate of Designations of First Midwest with respect to the
Series C Preferred Stock, dated June 23, 2020, filed with the Secretary
of State of the State of Delaware and effective June 23, 2020.
4.1 Deposit Agreement, dated June 24, 2020, among First Midwest,
Computershare, Inc. and Computershare Trust Company, N.A., acting
jointly as depositary, and the holders from time to time of the
depositary receipts described therein.
4.2 Form of depositary receipt representing the Depositary Shares
(included as Exhibit A to Exhibit 4.1).
5.1 Opinion of Sullivan & Cromwell LLP.
23.1 Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).
101 Cover Page Interactive Data - the cover page XBRL tags are embedded
within the Inline XBRL document.
104 Cover Page Interactive Data File - Included in Exhibit 101.
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FIRST MIDWEST BANCORP, INC. 
