Midland States Bancorp,Inc. (NASDAQ:MSBI) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities.
As previously disclosed, on April2, 2019, Midland States Bancorp,Inc., an Illinois corporation (the “Company”), and its wholly owned merger subsidiary entered into an Agreement and Plan of Merger (the “Agreement”) with HomeStar Financial Group,Inc., a Delaware corporation (“HomeStar”), which is the holding company of HomeStar Bank and Financial Services. Under the Agreement, and subject to the terms and conditions set forth therein, HomeStar will merge with and into the Company’s merger subsidiary (the “Merger”), and thereby become a wholly owned subsidiary of the Company.
In the Merger, HomeStar’s stockholders will be entitled to receive (i)up to an aggregate of 405,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), which amount is subject to downward adjustment to the extent HomeStar’s adjusted shareholders’ equity prior to completion of the Merger, as calculated to the Agreement (“Adjusted Equity”), is less than $10.4million, and (ii)an amount in cash equal to the amount, if any, by which HomeStar’s Adjusted Equity exceeds $10.4million. The shares of Common Stock to be issued in connection with the Merger are expected to be issued in reliance upon the exemptions from registration afforded by Section4(a)(2)and Rule506(b)under the Securities Act of 1933, as amended.
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.
