ITASCA, IL -- (Marketwire) -- 08/27/09 -- First Midwest Bancorp, Inc. ("First Midwest" or
the "Company") (NASDAQ: FMBI) today announced that, in order to enhance the
Company's already strong capital position, it has commenced an offer to
exchange any and all of the $100,000,000 outstanding principal amount of
the Company's 5.85% Subordinated Notes due 2016 (the "Notes") and a
separate offer to exchange any and all of the $125,000,000 outstanding
liquidation amount of the 6.95% Capital Securities (the "Capital
Securities") issued by First Midwest Capital Trust I for newly issued
shares of common stock of the Company. These exchange offers are two
separate transactions, and neither is conditioned on the completion of the
other.
The exchange offers represent an efficient opportunity to strengthen the
composition of First Midwest's capital base by increasing its Tier 1 common
and tangible common equity ratios, while also reducing the dividend and
interest expense associated with the debt securities. By increasing its
common equity component, First Midwest expects to have increased capital
flexibility to take advantage of market opportunities and implement its
long-term strategies.
Each exchange offer will expire at 11:59 p.m., New York City time, on
September 24, 2009 (the "Expiration Date"), and each will have an early
tender period (the "Early Tender Period") that expires at 5:00 p.m. New
York City time, on September 10, 2009. We may extend the Expiration Date
or Early Tender Period for either offer or both offers, and we may
terminate either offer or both offers early.
For each $1,000 liquidation amount of Capital Securities accepted in
accordance with the terms of the Capital Securities exchange offer, First
Midwest will issue a number of shares of its common stock equal to $750,
plus an early tender premium of $50 for Capital Securities tendered during
the Early Tender Period and not withdrawn, divided by the Relevant Price
(as defined below). No early tender premium will be paid for Capital
Securities tendered after the Early Tender Period. For each exchange
offer, "Relevant Price" means the simple arithmetic average of the daily
per share volume weighted average price (VWAP) of First Midwest's common
stock for each of the five consecutive trading days ending on the second
trading day immediately preceding the Expiration Date of that exchange
offer (the "Pricing Date"). The Company will issue no more than 7.5
million shares of its common stock in the Capital Securities exchange
offer, and will prorate tendered Capital Securities as necessary to remain
within this limit.