Item 1.01. Entry into a Material Definitive Agreement.
On August 17, 2022, Midland States Bancorp, Inc. (the "Company") entered into an
Underwriting Agreement (the "Underwriting Agreement") with, Keefe Bruyette &
Woods, Inc., Raymond James & Associates, Inc. and Piper Sandler & Co., as
representatives for the several underwriters named in the Underwriting Agreement
(collectively, the "Underwriters"), providing for the offer and sale in a firm
commitment underwritten public offering (the "Offering") of 4,600,000 depositary
shares (the "Depositary Shares"), each representing a 1/40th interest in a share
of 7.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A,
$2.00 par value per share (the "Series A Preferred Stock"), of the Company, with
a liquidation preference of $1,000 per share of Series A Preferred Stock
(equivalent to $25 per Depositary Share). The Underwriting Agreement includes
customary representations, warranties and covenants by each of the Company and
the Underwriters related to the offering. The Company also agreed to indemnify
the Underwriter against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
The foregoing description of the Underwriting Agreement is qualified in its
entirety by reference to the full text of the Underwriting Agreement, a copy of
which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
1.1 Underwriting Agreement, dated as of August 17, 2022, among Midland
States Bancorp, Inc., Keefe Bruyette & Woods, Inc., Raymond James &
Associates, Inc. and Piper Sandler & Co., as representatives for the
several underwriters named therein
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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