Midland States Bancorp, Inc. (NasdaqGS:MSBI) signed an agreement to acquire Centrue Financial Corporation (NasdaqCM:CFCB) from Capital Z Partners Management, LLC, Bridge Equities III LLC, a fund of FJ Capital Management, LLC and others for approximately $170 million on January 26, 2017. As a part of consideration, holders of Centrue common stock will have the right to receive on election a fixed exchange ratio of 0.7604 shares of Midland common stock, a fixed consideration of $26.75 in cash, or a combination of cash and stock for each share of Centrue common stock they own. The consideration will be subject to proration based on achieving the aforementioned consideration mix, and subject to potential adjustment based on Centrue’s adjusted stockholders’ equity at closing. Also, each share of Centrue’s Series B Preferred Stock and Series D Preferred Stock will be converted into the right to receive a share of a newly created series of preferred stock of Midland with substantially identical terms. Centrue’s restricted stock units will also the right to receive per share value of $26.75 in cash for each unit held by them. If the adjusted equity of Centrue Financial as of the close of business on the business day immediately preceding the closing date is less than $125.9 million, then the per share value shall be reduced by an amount equal to $26.75 multiplied by the amount of such shortfall, divided by the minimum equity. If, between the date of agreement and the effective time, the outstanding shares of Midland States Bancorp common Stock or Centrue Financial capital stock shall have been changed into a different number of shares, the exchange ratio, the Series B Exchange Ratio or the Series D Exchange Ratio shall be adjusted appropriately to provide the holders of Centrue Financial common stock and Centrue Financial preferred stock the same economic effect. As a part of transaction, a termination fee of $7.5 million will be payable by Centrue to Midland in connection with the termination and a termination fee of $2.5 million will be payable by Centrue or Midland to the other party in connection with the termination of the merger agreement under certain other circumstances. Following the merger, Centrue’s wholly owned bank subsidiary, Centrue Bank, will merge with and into Midland’s wholly owned bank subsidiary, Midland States Bank with Midland States Bank as the surviving entity. The transaction is subject to approval from Centrue’s and Midland’s shareholders, approval from regulatory authorities including certain federal and state banking agencies, Federal Reserve and the Illinois Department of Financial and Professional Regulation, effectiveness of the registration statement on Form S-4 for the Midland common stock and preferred stock to be issued in the Merger, listing of new shares of Midland on NASDAQ and receipt of a legal opinion from Centrue’s counsel, and appraisal rights having been exercised by no holder of Centrue’s Series B Preferred Stock or Series D Preferred Stock, by no holder of 3% or more of Centrue’s common stock, and by stockholders who, in the aggregate, hold 5% or less of Centrue’s common stock. The transaction has been approved by Boards of Directors of Midland States and Centrue Financial. As of April 19, 2017, the Federal Reserve approved the transaction. The transaction is expected to complete in mid of year 2017. The transaction is expected to be 8%-9% accretive to Midland’s earnings per share in 2018. As of May 30, 2017, Midland States Bancorp, Inc. and Centrue Financial Corporation announced the election deadline on June 2, 2017. As of June 7, 2017, Centrue Financial Corporation's shareholder has approved the deal. Dennis R. Wendte of Barack Ferrazzano Kirschbaum & Nagelberg LLP acted as legal advisor for Midland States Bancorp, Inc. and Stephens Inc. acted as financial advisor and fairness opinion provider for Midland States Bancorp, Inc. Mark Ryerson, Jude M. Sullivan and Donna M. Goelz of Howard & Howard Attorneys PLLC acted as legal advisors to Centrue Financial Corporation, Capital Z Partners Management, LLC, FJ Capital and others principal stockholders and Brian Sterling and Eric Ferdinand of Sandler O’Neill + Partners, L.P. acted as financial advisors and fairness opinion provider for Centrue Financial Corporation. RSM LLP acted as accountant for Centrue.