OLD NATIONAL BANCORP Item 1.01. Entry into a Material Definitive Agreement.
On
Upon the terms and subject to the conditions 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, (i) each share of 7.000% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, no par value per share, of First Midwest outstanding immediately prior to the Effective Time will be converted into the right to receive one share of a newly created series of preferred stock of Old National having terms that are not materially less favorable than the First Midwest Series A preferred stock and (ii) each share of 7.000% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series C, no par value per share, of First Midwest outstanding immediately prior to the Effective Time will be converted into the right to receive one share of a newly created series of preferred stock of Old National having terms that are not materially less favorable than the First Midwest Series C preferred stock.
In addition, at the Effective Time, each outstanding First Midwest equity award granted under First Midwest's equity compensation plans will be converted into a corresponding award with respect to 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 will continue to be subject to the same terms and conditions as applied to the corresponding First Midwest equity award, except that in the case of First Midwest performance share awards, the number of shares underlying the converted Old National equity awards will be adjusted based on the number of shares underlying the First Midwest performance share awards immediately prior to the Effective Time that would be earned assuming the achievement of the applicable performance goals based on the higher of target performance and actual performance, with such awards continuing to vest after the Effective Time solely based on continued service, subject to no performance conditions. Each hypothetical First Midwest Common Stock investment credited under the First Midwest Bancorp, Inc. Deferred Compensation Plan for Nonemployee Directors, the First Midwest Bancorp, Inc. Nonqualified Stock Option Gain Deferral Plan or the First Midwest Bancorp, Inc. Nonqualified Retirement Plan that is unsettled immediately prior to the Effective Time will be assumed and converted into a hypothetical Old National Common Stock deemed investment based on the Exchange Ratio.
The Merger Agreement also provides, among other things, that effective as of the
Effective Time, (i)
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The Merger Agreement contains customary representations and warranties from both Old National and First Midwest, and each party has agreed to customary covenants, including, among others, covenants relating to (i) the conduct of its business during the interim period between the execution of the Merger Agreement and the Effective Time, (ii) its obligations to call a meeting of its shareholders and stockholders, respectively, to adopt the Merger Agreement and, subject to certain exceptions, to recommend that its shareholders and stockholders, respectively, adopt the Merger Agreement, and (iii) its non-solicitation obligations relating to alternative acquisition proposals. Old National and First Midwest have also agreed to use their reasonable best efforts to prepare and file all applications, notices and other documents to obtain all necessary consents and approvals for consummation of the transactions contemplated by the Merger Agreement.
The completion of the Merger is subject to customary conditions, including (i)
adoption of the Merger Agreement by Old National's shareholders, (ii) adoption
of the Merger Agreement by First Midwest's stockholders, (iii) authorization for
listing on the
The Merger Agreement provides certain termination rights for both Old National
and First Midwest and further provides that a termination fee of
The representations, warranties and covenants of each party set forth in the . . .
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the execution of the Merger Agreement, Old National entered
into letter agreements with each of Mr.
The letter agreements provide that
Pursuant to the letter agreements, Messrs. Ryan and Sandgren will be granted
Integration Awards in the form of Performance Shares issued pursuant to Old
National's Amended and Restated 2008 Incentive Compensation Plan, as amended.
The executives' equity awards that are outstanding on the closing of the Merger and any unpaid portion of the Integration Awards will vest and be payable to the executive, if prior to the end of the Performance Period, there is (i) an early termination of service of the executive by the surviving corporation other than for Unacceptable Performance or Cause or (ii) a resignation by the executive for Good Reason (as such terms are defined in their respective employment agreements).
The executives' existing equity awards and any unpaid portion of the Integration Awards will vest and be payable to the executive, if prior to the end of the Performance Period, there is (i) an early termination of service of the executive by the surviving corporation other than for Unacceptable Performance or Cause or (ii) a resignation by the executive for Good Reason (as such terms are defined in their respective employment agreements).
The foregoing description of the letter agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreements, which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description 2.1 Agreement and Plan of Merger, datedMay 30, 2021 , by and betweenOld National Bancorp and First Midwest Bancorp, Inc.* 10.1 Letter Agreement, datedMay 30, 2021 , by and betweenOld National Bancorp and James C. Ryan III 10.2 Letter Agreement, datedMay 30, 2021 , by and betweenOld National Bancorp andJames A. Sandgren 104 Cover Page Interactive Date File (embedded within the Inline XBRL document).
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A
copy of any omitted schedule will be furnished to the
provided, however, that the parties may request confidential treatment pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any
document so furnished. Forward-Looking Statements
This Current Report on Form 8-K and the exhibits filed herewith include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to First Midwest's and Old National's beliefs, goals, intentions, and expectations regarding the proposed transaction, revenues, earnings, loan production, asset quality, and capital levels, among other matters; our estimates of future costs and benefits of the actions we may take; our assessments of probable losses on loans; our assessments of interest rate and other market risks; our ability to achieve our financial and other strategic goals; the expected timing of completion of the proposed transaction; the expected cost savings, synergies and other anticipated benefits from the proposed transaction; and other statements that are not historical facts.
Forwardlooking statements are typically identified by such words as "believe," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "should," "will," and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. These forward-looking statements include, without limitation, those relating to the terms, timing and closing of the proposed transaction.
Additionally, forwardlooking statements speak only as of the date they are
made; First Midwest and Old National do not assume any duty, and do not
undertake, to update such forwardlooking statements, whether written or oral,
that may be made from time to time, whether as a result of new information,
future events, or otherwise. Furthermore, because forwardlooking statements are
subject to assumptions and uncertainties, actual results or future events could
differ, possibly materially, from those indicated in such forward-looking
statements as a result of a variety of factors, many of which are beyond the
control of First Midwest and Old National. Such statements are based upon the
current beliefs and expectations of the management of First Midwest and Old
National and are subject to significant risks and uncertainties outside of the
control of the parties. Caution should be exercised against placing undue
reliance on forward-looking statements. The factors that could cause actual
results to differ materially include the following: the occurrence of any event,
change or other circumstances that could give rise to the right of one or both
of the parties to terminate the definitive merger agreement between First
Midwest and Old National; the outcome of any legal proceedings that may be
instituted against First Midwest or Old National; the possibility that the
proposed transaction will not close when expected or at all because required
regulatory, shareholder or other approvals are not received or other conditions
to the closing are not satisfied on a timely basis or at all, or are obtained
subject to conditions that are not anticipated (and the risk that required
regulatory approvals may result in the imposition of conditions that could
adversely affect the combined company or the expected benefits of the proposed
transaction); the ability of First Midwest and Old National to meet expectations
regarding the timing, completion and accounting and tax treatments of the
proposed transaction; the risk that any announcements relating to the proposed
transaction could have adverse effects on the market price of the common stock
of either or both parties to the proposed transaction; the possibility that the
anticipated benefits of the proposed transaction will not be realized when
expected or at all, including as a result of the impact of, or problems arising
from, the integration of the two companies or as a result of the strength of the
economy and competitive factors in the areas where First Midwest and Old
National do business? certain restrictions during the pendency of the proposed
transaction that may impact the parties' ability to pursue certain business
opportunities or strategic transactions; the possibility that the transaction
may be more expensive to complete than anticipated, including as a result of
unexpected factors or events? diversion of management's attention from ongoing
business operations and opportunities? the possibility that the parties may be
unable to achieve expected synergies and operating efficiencies in the merger
within the expected timeframes or at all and to successfully integrate First
Midwest's operations and those of Old National; such integration may be more
difficult, time consuming or costly than expected; revenues following the
proposed transaction may be lower than expected; First Midwest's and Old
National's success in executing their respective business plans and strategies
and managing the risks involved in the foregoing; the dilution caused by Old
National's issuance of additional shares of its capital stock in connection with
the proposed transaction; effects of the announcement, pendency or completion of
the proposed transaction on the ability of First Midwest and Old National to
retain customers and retain and hire key personnel and maintain relationships
with their suppliers, and on their operating results and businesses generally;
risks related to the potential impact of general economic, political and market
factors on the companies or the proposed transaction and other factors that may
affect future results of First Midwest and Old National; uncertainty as to the
extent of the duration, scope, and impacts of the COVID-19 pandemic on First
Midwest, Old National and the proposed transaction; and the other factors
discussed in the "Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" sections of each of First
Midwest's and Old National's Annual Report on Form 10K for the year ended
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Additional Information and Where to Find It
In connection with the proposed transaction, Old National will file a
registration statement on Form S4 with the
The information contained herein does not constitute an offer to sell or a
solicitation of an offer to buy any securities or a solicitation of any vote or
approval, nor shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. INVESTORS AND
SECURITY HOLDERS OF FIRST MIDWEST AND OLD NATIONAL AND THEIR RESPECTIVE
AFFILIATES ARE URGED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT ON FORM
S-4, THE JOINT PROXY STATEMENT/PROSPECTUS TO BE INCLUDED WITHIN THE REGISTRATION
STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH
THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT FIRST MIDWEST, OLD NATIONAL AND THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain a free copy of the
registration statement, including the joint proxy statement/prospectus, as well
as other relevant documents filed with the
Participants in Solicitation
First Midwest, Old National, and certain of their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction under the rules of the
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