Midwest Banc Holdings, Inc. Announces Successful Completion of Exchange Offer; Results of Special Meeting of Holders of Serie...
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82.0% of the 1,725,000 Depositary Shares outstanding prior to the Exchange Offer, that were validly tendered and not withdrawn as of 5:00 p.m., New York City time, on January 21, 2010, the expiration date for the Exchange Offer.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
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