Item 8.01. Other Events.
As previously reported, First Midwest Bancorp, Inc. ("First Midwest"), entered
into an underwriting agreement, dated as of May 13, 2020 (the "Underwriting
Agreement"), with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells
Fargo Securities, LLC, as representatives of the several underwriters named
therein (the "Underwriters"), relating to the offering of 4,000,000 depositary
shares ("Depositary Shares"), each representing a 1/40th interest in a share of
First Midwest's 7.000% Fixed Rate Non-Cumulative Perpetual Preferred Stock,
Series A, liquidation preference of $1,000 per share, and up to an additional
600,000 Depositary Shares pursuant to an option granted to the Underwriters to
purchase additional Depositary Shares (the "Option").
On May 28, 2020, First Midwest completed the issuance and sale of 320,000
Depositary Shares pursuant to the exercise of the Option (the "Option
Securities").
A copy of the opinion of Sullivan & Cromwell LLP, counsel for First Midwest,
relating to the legality of the issuance and sale of the Option Securities, 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
5.1 Opinion of Sullivan & Cromwell LLP.
23.1 Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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FIRST MIDWEST BANCORP, INC. 
