Item 1.01. Entry into a Material Definitive Agreement.
On May 13, 2020, First Midwest Bancorp, Inc. ("First Midwest") entered into an
underwriting agreement (the "Underwriting Agreement") with BofA Securities,
Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as
representatives of the several underwriters named therein (the "Underwriters"),
relating to the public offering (the "Offering") of 4,000,000 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 A, liquidation preference of $1,000 per share (the "Series A Preferred
Stock"), and up to an additional 600,000 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 May 13, 2020, among First Midwest and
BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo
Securities, LLC, as representatives of the several underwriters named on
Schedule A thereto.
104.0 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
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