First Midwest Bancorp Inc. (NasdaqGS:FMBI) entered into an agreement to acquire Standard Bancshares, Inc. from Cohesive Capital Management, L.P., Trident V, L.P. fund managed by Stone Point Capital LLC, W Capital Partners and others for approximately $370 million in stock on June 28, 2016. Under the terms of transaction, First Midwest will issue 0.4350 shares for each share of Standard common stock. The consideration of $365 million comprises of Standard's common stock, stock options, phantom stock and stock settled rights. Upon closing of the transaction, Lawrence P. Kelley President and Chief Executive Officer of Standard Bancshares will serve as the Market President for First Midwest in its south metro Chicago and northwest Indiana markets and will serve on the Board of Directors of First Midwest Bank. Standard Bancshares had total assets of $2.3 billion. If the merger agreement is terminated under certain circumstances, Standard may be required to pay First Midwest a termination fee of $15 million. The transaction is subject to customary regulatory approvals and closing conditions, authorization for listing on the NASDAQ of the shares of First Midwest common stock to be issued in the deal, the receipt of required regulatory approvals, including the approval of the Federal Reserve and the Illinois Department of Financial and Professional Regulation, registration statement shall have become effective, third-party consents, the closing tangible common equity of Standard shall be greater than or equal to the minimum tangible common equity, Standard’s consolidated total loans excluding loans for sale of the Standard and its subsidiaries as of the end of the month immediately preceding the closing date shall be no less than $1.6 billion as well as the approvals of First Midwest and Standard shareholders. The deal was unanimously approved by the Board of Directors of First Midwest and Standard Bancshares and Standard shareholders. As on November 15, 2016, Federal Reserve has approved the transaction. On November 30, 2016, shareholders of First Midwest Bancorp, Inc. approved the issuance of common stock for Standard Bancshares acquisition. The transaction is expected to close on late 2016 or early 2017. Sandler O'Neill + Partners, L.P. acted as financial advisor and Mark J. Menting, Regina Sorin, T'Shae Y.D. Sherman , Rebecca S. Coccaro, Michael A. Wiseman, Ronald E. Creamer Jr, and Dana E. Brodsky of Sullivan & Cromwell LLP served as legal counsel to First Midwest while J.P. Morgan Securities LLC acted as financial advisor and Edwin del Hierro, Benjamin Clinger and Evan Knobloch of Kirkland & Ellis LLP served as legal advisors to Standard Bancshares, Inc. First Midwest has agreed to pay Sandler O'Neill a fee for such services in an amount equal to $2.7 million, which fee is contingent upon the closing of the merger. Sandler O'Neill also received a fee from First Midwest in an amount equal to $0.25 million upon rendering its opinion. Standard has agreed to pay J.P. Morgan a fee of 0.95% of the total consideration in the merger plus an additional 1.00% of any amount of consideration in excess of $450 million, which includes the merger consideration to be issued to holders of Standard common stock and the cash to be paid to holders of Standard stock options, Standard phantom stock and Standard stock settled rights at the completion of the merger. Based on the closing stock price of First Midwest common stock on June 24, 2016, the J.P. Morgan fee would be approximately $3.6 million, of which $1 million was payable at the time J.P. Morgan delivered its opinion to the Standard board of directors and the remainder on closing. First Midwest Bancorp Inc. (NasdaqGS:FMBI) completed the acquisition of Standard Bancshares, Inc. from Cohesive Capital Management, L.P., Trident V, L.P. fund managed by Stone Point Capital LLC, W Capital Partners and others on January 6, 2017.