UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging growth company
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| Item 8.01 | Other Events |
On January 27, 2022, First Midwest Bancorp, Inc. (“First Midwest”) and Old National Bancorp (“Old National”) received regulatory approval from the Board of Governors of the Federal Reserve System for the previously announced merger (the “Merger”) of First Midwest and Old National pursuant to the Agreement and Plan of Merger, dated as of May 30, 2021, by and between First Midwest and Old National (the “Merger Agreement”). On August 19, 2021, Old National Bank, a wholly-owned subsidiary of Old National, received approval from the Office of the Comptroller of the Currency for the proposed merger of First Midwest Bank, a wholly-owned subsidiary of First Midwest, with and into Old National Bank. The transaction is described in more detail in First Midwest’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 2, 2021. As a result, First Midwest and Old National have received all required regulatory approvals to complete the transactions contemplated by the Merger Agreement. The closing of the Merger is expected to occur on or before March 1, 2022, subject to the satisfaction or waiver of the remaining closing conditions set forth in the Merger Agreement.
On January 27, 2022, First Midwest and Old National issued a joint press release announcing the foregoing matters, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed as part of this Current Report on Form 8-K:
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Exhibit Number |
Description | |
| 99.1 | Joint Press Release of First Midwest Bancorp, Inc. and Old National Bancorp, dated as of January 27, 2022. | |
| 101 | Cover Page Interactive Data – the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FIRST MIDWEST BANCORP, INC. | ||
| By: |
/s/ Nicholas J. Chulos | |
| Name: | Nicholas J. Chulos | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |
Dated: January 27, 2022