Midwest Banc Holdings, Inc. Announces Successful Completion of Exchange Offer; Results of Special Meeting of Holders of Serie...
January 22 2010 - 8:15AM
Business Wire
Midwest Banc Holdings, Inc. (NASDAQ: MBHI) (the “Company”), the
holding company for Midwest Bank and Trust Company (the “Bank”),
today announced the successful completion of its offer to exchange
shares of its Common Stock for outstanding Depositary Shares,
$25.00 liquidation amount per share, each representing a 1/100th
fractional interest in a share of the Company’s Series A
Noncumulative Redeemable Convertible Perpetual Preferred Stock (the
“Series A Preferred Stock”), that commenced on December 3,
2009 (the “Exchange Offer”).
“We appreciate the support and confidence of our depositary
shareholders. Thanks to their votes and tenders, we have finished a
very important part of our overall capital restructuring,” Midwest
CEO Roberto R. Herencia said.
“Since my arrival in May 2009, our vision for Midwest has
been to build a new foundation to support its long term growth and
profitability. With the Exchange Offer completed we are closer to
realizing that vision. This successful Exchange Offer builds upon
prior positive developments in our efforts to strengthen our
financial position, such as the previously disclosed forbearance
agreement with our primary lender, our advanced discussions with
the U.S. Treasury regarding converting its preferred shares in the
Company into common equity, and our ongoing discussions with
prospective investors in an effort to raise additional equity
capital. While we know that much challenging work remains ahead, I
and the rest of our team will devote all of our efforts to
successfully complete the remainder of our capital plan.”
Results of the Exchange Offer. The Company has accepted for
exchange all of the 1,414,441 Depositary Shares, representing
approximately 82.0% of the 1,725,000 Depositary Shares outstanding
prior to the Exchange Offer, that were validly tendered and not
withdrawn as of 5:00 p.m., New York City time, on January 21,
2010, the expiration date for the Exchange Offer. Approximately
10.0 million shares of the Company’s Common Stock will be
issued upon settlement of the Exchange Offer. The Company expects
that settlement of the Exchange Offer will occur on
January 25, 2010, with the shares of Common Stock issued in
the Exchange Offer to be held in the voting trust and released on
January 26, 2010, as further described in the prospectus for
the Exchange Offer.
In the aggregate, the Exchange Offer will result in the
retirement of Depositary Shares with an aggregate liquidation
preference of approximately $35.4 million. Following
settlement of the Exchange Offer, 310,559 Depositary Shares with an
aggregate liquidation preference of approximately $7.8 million
will remain outstanding. The Exchange Offer is expected to generate
approximately $35.4 million of additional common equity.
Results of the Special Meeting. The Company also announced today
that the holders of its Depositary Shares had approved by the
requisite number of votes all proposals submitted for approval at
the special meeting of the holders of Series A Preferred Stock
held on January 21, 2010. These approved proposals include
proposals to amend the Company’s charter to eliminate certain
rights with respect to dividends on the Series A Preferred
Stock and the election of directors and the proposal to authorize
the issuance of senior preferred stock to the U.S. Treasury, should
such transaction be consummated, as further described in the
prospectus for the Exchange Offer and related Depositary Shares
proxy statement. The proposals to eliminate the Series A
Preferred Stock rights regarding dividends and the election of
directors remain subject to approval by the Company’s common
stockholders.
About Midwest
We are the holding company for Midwest Bank and Trust Company, a
half century old community bank with $3.5 billion in assets at
September 30, 2009. We have two principal operating subsidiaries;
Midwest Bank and Trust Company and Midwest Financial and Investment
Services, Inc. Midwest Bank has 26 locations serving the diverse
needs of both urban and suburban Chicagoland businesses and
consumers through its Commercial Banking, Wealth Management,
Corporate Trust and Retail Banking areas.
Additional Information Regarding the Exchange Offer
The Company has filed a Registration Statement on Form S-4 with
the SEC for the Exchange Offer to which this communication relates.
You can access important materials related to the Exchange Offer,
including the prospectus relating to the Exchange Offer in that
Registration Statement, as supplemented by the prospectus
supplement, and other documents the Company has filed with the SEC
for more complete information about the Company and the Exchange
Offer. You can access these documents for free by visiting EDGAR on
the SEC website at http://www.sec.gov or at
http://www.morrowco.com/midwest.htm and from Morrow & Co., LLC,
the information agent, at (800) 483-1314 or, for banks and
brokerage firms, at (203) 658-9400.
This press release is not an offer to sell, purchase or exchange
or a solicitation of acceptance of an offer to sell, purchase or
exchange any security of the Company, which may be made only
pursuant to the terms of the prospectus as supplemented by the
prospectus supplement and related letter of transmittal, as
applicable. This press release is not a solicitation of a proxy or
voting instruction related to any meeting of the securityholders of
the Company.
Forward-Looking Statements
This press release contains certain “Forward-Looking Statements”
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These include statements as to expectations regarding the
Company’s Capital Plan, the Exchange Offer and any other statements
regarding the Company’s expectations or future results, plans or
strategies. The Company’s ability to predict results, or the actual
effect of future plans or strategies, is inherently uncertain.
These statements should be reviewed in conjunction with the
Company’s Annual Report on Form 10-K, including the information
under “Risk Factors” therein, its Quarterly Reports on Form 10-Q
and other publicly available information filed by the Company
regarding the Company. Such publicly available information sets
forth certain risks and uncertainties related to the Company’s
business that could cause actual results to differ from those set
forth in the forward-looking statements or that could have a
material effect on the operations and future prospects of the
Company, and should be considered in evaluating forward-looking
statements contained herein.
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