Midland States Bancorp,Inc. (NASDAQ:MSBI) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 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 (the “Merger Agreement”), 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.
At the effective time of the Merger, each share of Alpine common stock was converted into the right to receive a combination of $3.94 in cash and 0.5282 shares of Midland common stock, with cash paid in lieu of any fractional shares. In the aggregate, Midland paid $33,306,000 and issued 4,463,200 shares of Midland common stock in respect of the outstanding shares of Alpine common stock. In addition, in connection with the Merger each outstanding restricted stock unit issued by Alpine was settled in cash for a payment of $19.55.
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 Midland’s Current Report on Form8-K filed on October17, 2017, and is incorporated by reference herein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February28, 2018, Laurence A. Schiffer resigned from Midland’s board of directors. Mr.Schiffer resigned because, as a result of the issuance of shares of Midland common stock in the Merger, the shares held by certain family members of Andrew S. Love,Jr. (the “Love Family”) now represent less than 4.0% of the total voting power of Midland common stock, resulting in the termination of the Love Family’s right to designate a director for appointment to Midland’s board of directors to the Agreement and Plan of Merger, dated as of April7, 2014, among Midland, HB Acquisition LLC and Love Savings Holding Company.
Item 7.01. Regulation FD Disclosure.
On February28, 2018, Midland issued a press release announcing the completion of the Merger. A copy of the press release is furnished herewith as Exhibit99.1 and incorporated herein by reference.
The information furnished to this Item and the related exhibit shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(a)Financial Statements of Business Acquired.
As permitted by Item 9.01(a)(4)of Form8-K, Midland intends to file the historical financial statements required by Item 9.01(a)of Form8-K as an amendment to this Current Report on Form8-K not later than 71 days after the date this Current Report on Form8-K is required to be filed.
