Item 1.01. Entry into a Material Definitive Agreement.
On June 17, 2020, First Midwest Bancorp, Inc. ("First Midwest") entered into an
underwriting agreement (the "Underwriting Agreement") with BofA Securities,
Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBC Capital Markets,
LLC, Wells Fargo Securities, LLC, Keefe, Bruyette & Woods, Inc. and Raymond
James & Associates, Inc. (the "Underwriters"), relating to the public offering
(the "Offering") of 4,400,000 depositary shares (the "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 C, liquidation preference of
$1,000 per share (the "Series C Preferred Stock"), and up to an additional
660,000 Depositary Shares pursuant to an option granted to the Underwriters to
purchase additional Depositary Shares. The Underwriting Agreement contains
various representations, warranties and agreements by First Midwest, conditions
to closing, indemnification rights and obligations of the parties and
termination provisions. The description of the Underwriting Agreement set forth
above is qualified in its entirety by reference to the Underwriting Agreement, a
copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and
incorporated herein by reference. This Current Report on Form 8-K is being filed
for the purpose of filing Exhibit 1.1 as an exhibit to First Midwest's
registration statement on Form S-3 (File No. 333-238152) (the "Registration
Statement") and such exhibit is hereby incorporated by reference into the
Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
1.1 Underwriting Agreement, dated June 17, 2020, among First Midwest and
the Underwriters.
101.0 Cover Page Interactive Data - the cover page XBRL tags are embedded
within the Inline XBRL document.
104.0 Cover Page Interactive Data File - included in Exhibit 101.
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