Midland States Bancorp,Inc. (NASDAQ:MSBI) Files An 8-K Completion of Acquisition or Disposition of Assets

ME Staff 8-k
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Midland States Bancorp,Inc. (NASDAQ:MSBI) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets.

On February28, 2018, Midland States Bancorp,Inc. (“Midland”) completed its acquisition of Alpine Bancorporation,Inc. (“Alpine”) to the previously announced Agreement and Plan of Merger, dated as of October16, 2017, by and among Midland, Peak Midland Acquisition, LLC (“Merger Sub”), and Alpine. Alpine was merged with and into Merger Sub (the “Merger”), with Merger Sub surviving as a wholly owned subsidiary of Midland. As a result of the Merger, Alpine’s wholly owned bank subsidiary, Alpine Bank& Trust Co., became a wholly owned subsidiary of Midland.

On February28, 2018, Midland filed a Current Report on Form8-K with the Securities and Exchange Commission to report the completion of the Merger and other related matters. The purpose of this filing is to amend the Form8-K filed on February28, 2018, to include the information required by Item 9.01(a)and (b).

Item 9.01. Financial Statements and Exhibits.

(a)Financial Statements of Business Acquired.

The audited consolidated financial statements of Alpine as of December31, 2017 and 2016, and for each of the two years ended December31, 2017 and 2016, as well as the accompanying notes thereto and the related Independent Auditor’s Report, are filed as Exhibit99.1 and incorporated herein by reference.

(b)Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheet of Midland as of December31, 2017, and the unaudited pro forma condensed combined income statement of Midland for the year ended December31, 2017, are filed as Exhibit99.2 and incorporated herein by reference.

(d) Exhibits.

Exhibit No.

Description

23.1

Consent of Wipfli LLP

99.1

Audited consolidated financial statements of Alpine Bancorporation,Inc. as of December31, 2017 and 2016, and for each of the two years ended December31, 2017 and 2016, as well as the accompanying notes thereto and the related Independent Auditor’s Report

99.2

Unaudited pro forma condensed combined balance sheet of Midland States Bancorp,Inc. as of December31, 2017, and the unaudited pro forma condensed combined income statement of Midland States Bancorp,Inc. for the year ended December31, 2017


Midland States Bancorp, Inc. Exhibit
EX-23.1 2 a18-13441_1ex23d1.htm EX-23.1 Exhibit 23.1   Consent of Independent Auditor   We consent to the inclusion in the Current Report on Form 8-K/A (No. 001-35272) and consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-211963) and Form S-3 (No. 333-219097) of Midland States Bancorp,…
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About Midland States Bancorp,Inc. (NASDAQ:MSBI)

Midland States Bancorp, Inc. is a diversified financial holding company. The Company’s banking subsidiary is Midland States Bank (the Bank). The Company’s principal business activity has been lending to and accepting deposits from individuals, businesses, municipalities and other entities. The Company’s segments include Banking, which provides a range of financial products and services to consumers and businesses, including loan products; commercial equipment leasing; mortgage loan sales and servicing; letters of credit; various types of deposit products, including checking, savings and time deposit accounts; merchant services, and corporate treasury management services; Commercial Federal Housing Administration (FHA) Origination and Servicing, which provides for the origination and servicing of government sponsored mortgages for multifamily and healthcare facilities, and Other, which includes the operating results of the Company and its wealth management business unit.