Midland States Bancorp, Inc. (NasdaqGS:MSBI) (Midland) agreed to acquire Alpine Bancorporation, Inc. (Alpine) on October 6, 2017. On October 16, 2017, Midland signed a definitive agreement whereby Midland will acquire Alpine for approximately $180 million. Under the terms, Midland will pay $33.3 million in cash and issue 4.463 million shares as consideration for 8.45 million Alpine shares outstanding. The purchase price is subject to possible adjustment, including a possible reduction to the extent that Alpine's adjusted total tangible shareholders' equity at closing is less than $105.4 million. In connection with the transaction, Midland completed a private placement of $40 million in aggregate principal amount of subordinated notes to certain institutional investors. Midland estimates that the net proceeds from the sale of the notes will be approximately $39.4 million, which will be primarily utilized to fund the cash consideration payable for the purchase of Alpine. Alpine may be required to pay Midland a fee of $9 million in the event of termination of the transaction under certain circumstances.
Rob Funderburg, Alpine's Chairman, will join the Midland Board pursuant to the transaction. The transaction is subject to regulatory approvals, the approval of Alpine and Midland shareholders, the holders of no more than 2% in the aggregate of the outstanding shares of Alpine common stock electing to exercise their appraisal rights, effectiveness of the registration statement on form S-4 for the Midland common stock to be issued in the merger, the final tangible equity of Alpine not being less than 95% of the target tangible equity, listing on NASDAQ of the shares of Midland common stock issuable in the merger and the satisfaction of customary closing conditions. The transaction has been approved unanimously by Midland States and Alpine Board of Directors. On October 16, 2017, the holders of 6.1 million shares, representing 71.2% stake, have agreed to vote all of their shares in favor of the transaction. On January 9, 2018, Midland States received approval from The Federal Reserve Bank of St. Louis for the transaction. The transaction is expected to close by the end of February 2018. Midland expects the transaction to be approximately 10% accretive to earnings per share in 2019, the first full year of combined operations. Midland also expects to incur tangible book value per share dilution of approximately 6% upon the closing of the transaction, with an expected earn-back period of approximately 3.5 years using the "cross-over" method.
Patrick Koster, Eric Kalinowski, Charlie Martin, Thomas Napier, William Park of Keefe, Bruyette & Woods acted as financial advisor to Midland States Bancorp and Dennis R. Wendte of Barack Ferrazzano Kirschbaum & Nagelberg LLP acted as legal advisor to Midland. Sheshunoff & Co. acted as financial advisor and fairness opinion provider and Matthew C. Boba of Chapman and Cutler LLP acted as legal advisor to Alpine. Computershare Trust Company, N.A. acted as transfer agent and Georgeson, Inc. acted as proxy solicitor for Midland for a fee of approximately $12,000. Sheshunoff & Co. Investment Banking, LP acted as financial advisor and fairness opinion provider for Midland. Sheshunoff has received a fee of $150,000 for the fairness opinion that is not contingent on the closing of the merger and additional fees that are contingent upon consummation of the merger.
Midland States Bancorp, Inc. (NasdaqGS:MSBI) completed the acquisition of Alpine Bancorporation, Inc. on February 28, 2018. As a result of the transaction, Alpine Bank & Trust Co. a subsidiary of Alpine Bancorporation is now a wholly owned subsidiary of Midland.