Centrue Financial Corporation (NASDAQ:CFCB) Files An 8-K Entry into a Material Definitive Agreement

Centrue Financial Corporation (NASDAQ:CFCB) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive
Agreement.

In connection with the transactions contemplated by the Agreement
and Plan of Merger, dated as of January26, 2017 (the Merger
Agreement), by and among Midland States Bancorp,Inc., an Illinois
corporation (Midland), Sentinel Acquisition, LLC, a Delaware
limited liability company and a wholly owned subsidiary of
Midland (Merger Sub), and Centrue Financial Corporation, a
Delaware corporation (Centrue), on June9, 2017 Centrue, Midland
and U.S. Bank National Association (the Trustee), entered into a
First Supplemental Indenture to which Midland assumed Centrues
rights, duties and obligations under the Indenture, dated as of
April22, 2004, by and between Centrue and the Trustee, under
which Centrue had previously issued approximately $10.3 million
aggregate principal amount of its Floating Rate Junior
Subordinated Deferrable Interest Debentures due 2034.

Item 2.01. Completion of Acquisition or
Disposition of Assets.

On June9, 2017, Centrue merged with and into Merger Sub (the
Merger), with Merger Sub surviving as a wholly owned subsidiary
of Midland. Immediately following the Merger, Merger Sub was
dissolved. As a result of the Merger and subsequent dissolution
of Merger Sub, Centrues wholly owned bank subsidiary, Centrue
Bank, became a wholly owned subsidiary of Midland.

Subject to the terms and conditions of the Merger Agreement, and
after giving effect to the elections made by Centrue stockholders
and the proration provisions of the Merger Agreement, at the
effective time of the Merger (i)each share of Centrue common
stock with respect to which a valid election to receive cash
consideration was made was converted into the right to receive a
combination of $14.2831 in cash and 0.3544 shares of Midland
common stock, (ii)each share of Centrue common stock with respect
to which a valid election to receive share consideration was made
was converted into the right to receive 0.7604 shares of Midland
common stock, (iii)each share of Centrue common stock with
respect to which a valid election to receive mixed consideration
was made was converted into the right to receive a combination of
$9.3625 in cash and 0.4943 shares of Midland common stock, and
(iv)each share of Centrue common stock with respect to which no
valid election was made was converted into the right to receive
0.7604 shares of Midland common stock, in each case, with cash
paid in lieu of any fractional shares. In connection with the
Merger, Centrue equity awards vested and were settled in cash at
the effective time of the Merger based on a value of $26.75 per
share. Each share of Centrues SeriesB Preferred Stock was
converted into the right to receive a share of a newly created
series of SeriesG Preferred Stock of Midland (the SeriesG
Preferred Stock), and each share of Centrues SeriesD Preferred
Stock was converted into the right to receive a share of a newly
created series of Fixed Rate Non-Voting Perpetual Non-Cumulative
Preferred Stock, SeriesH of Midland (the SeriesH Preferred
Stock). In the aggregate, Midland paid approximately $61.0
million and issued 3,219,238 shares of Midland common stock, 181
shares of SeriesG Preferred Stock and 2,635.5462 shares of
SeriesH Preferred Stock in respect of the outstanding shares of
Centrue capital stock.

The foregoing description of the Merger and the Merger Agreement
does not purport to be complete and is qualified in its entirety
by reference to the Merger Agreement, which was filed as
Exhibit2.1 to Centrues Current Report on Form8-K filed on
January26, 2017, and is incorporated by reference herein.

Item 3.01. Notice of Delisting or
Failure to Satisfy a Continued Listing Ruleor Standard; Transfer
of Listing.

On June9, 2017, Centrue notified the NASDAQ Stock Market (NASDAQ)
that the Merger had closed and requested that NASDAQ suspend
trading of Centrues common stock. Following such request, NASDAQ
withdrew the listing of Centrues common stock and filed with the
Securities and Exchange Commission (the SEC) a notification of
removal from listing on Form25 to deregister Centrues common
stock under Section12(b)of the Securities Exchange Act of 1934.

About Centrue Financial Corporation (NASDAQ:CFCB)
Centrue Financial Corporation is a bank holding company. The Company operates a subsidiary, Centrue Bank (the Bank). It provides various services, establishes Company-wide policies and procedures, and provides other resources as needed, including capital. The Company provides a range of banking services to individual and corporate customers extending from western and southern suburbs of the Chicago metropolitan area across Central Illinois down to metropolitan St. Louis area. The Bank is engaged in commercial and retail banking, and offers a range of lending, depository and related financial services, including accepting deposits; commercial and industrial, consumer, and real estate lending and other banking services for consumer, commercial and industrial, and public or governmental customers. The loan portfolio includes commercial loans, agriculture and agriculture real estate, one-to-four family residential real estate and home equity loans, and consumer loans.