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INDEX TO FINANCIAL STATEMENTS
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As filed with the Securities and Exchange Commission on February 14, 2019.

Registration No. 333-            


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



LOGO

(Exact Name of Registrant as Specified in Its Charter)



Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
  6021
(Primary Standard Industrial
Classification Code Number)
  36-3161078
(IRS Employer
Identification Number)

8750 West Bryn Mawr Avenue, Suite 1300
Chicago, Illinois 60631
(708) 831-7483

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)



Nicholas J. Chulos
Executive Vice President, General Counsel and Corporate Secretary
Steven C. Babinski
Senior Vice President and Assistant General Counsel
First Midwest Bancorp, Inc.
8750 West Bryn Mawr Avenue, Suite 1300
Chicago, Illinois 60631
(708) 831-7260
(708) 831-7229

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)



Copies to:

John J. Martin
William C. Hermann
Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
(312) 845-3000

 

Peter J. Haleas
Chairman of the Board of Directors
Bridgeview Bancorp, Inc.
7940 South Harlem Avenue
Bridgeview, Illinois 60455
(708) 594-7400

 

James M. Kane
John T. Blatchford
Vedder Price P.C.
222 North LaSalle Street
Chicago, Illinois 60601
(312) 609-7500

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed document.

             If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:    o

             If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:    o

             If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:    o

             Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý

  Accelerated filer o   Non-accelerated filer o
(Do not check if a
smaller reporting company)
  Smaller reporting company o

Emerging growth company o

             If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.    o

             If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

             Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o

             Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o

CALCULATION OF REGISTRATION FEE

               
 
Title of each class of securities
to be registered

  Amount to be
registered

  Proposed maximum
offering price
per share

  Proposed maximum
aggregate offering
price

  Amount of
registration fee

 

Common Stock, par value $0.01

  4,728,587 shares(1)   N/A   $82,197,644(2)   $9,963(3)

 

(1)
Represents the estimated maximum number of shares of common stock of the registrant to be issued upon completion of the merger described in the proxy statement/prospectus contained herein. This number is based upon the product of (x) 17,089,218, which represents the shares of common stock, par value $0.10 per share, of Bridgeview Bancorp, Inc. outstanding or deemed to be outstanding as of February 14, 2019, multiplied by (y) 0.2767, which is the number of shares of the registrant's common stock to be issued per share of Bridgeview Bancorp, Inc. common stock under the Agreement and Plan of Merger, dated as of December 6, 2018, between Bridgeview Bancorp, Inc. and First Midwest Bancorp, Inc., which is attached to the proxy statement/prospectus as Appendix A. Under certain circumstances as described herein, First Midwest Bancorp, Inc. could issue a larger or smaller number of shares, the exact number of which is not determinable at this time. Such additional indeterminable number of shares are also hereby registered.

(2)
Pursuant to Rule 457(f)(2) and (3), and solely for the purpose of calculating the registration fee, the proposed maximum offering price was computed on the basis of $82,197,643.80, which is the result of (i) $112,787,344, which is the product of the maximum number of shares of common stock of Bridgeview Bancorp, Inc. that may be received by the registrant pursuant to the merger (17,089,218 shares) multiplied by the book value per share of common stock of Bridgeview Bancorp, Inc. as of September 30, 2018 ($6.60), less (ii) $30,589,700.20, the estimated cash to be paid by the registrant in connection with the transaction.

(3)
Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by First Midwest Bancorp, Inc. by 0.0001212.



             The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


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Information contained herein is subject to completion or amendment. A registration statement relating to First Midwest Bancorp, Inc.'s common stock to be offered in this transaction has been filed with the Securities and Exchange Commission. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell, or the solicitation of an offer to buy, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

PRELIMINARY—SUBJECT TO COMPLETION—DATED FEBRUARY 14, 2019

LOGO

                        , 2019

Dear Stockholders of Bridgeview Bancorp, Inc.:

        On December 6, 2018, First Midwest Bancorp, Inc. ("First Midwest") and Bridgeview Bancorp, Inc. ("Bridgeview") entered into an Agreement and Plan of Merger ("merger agreement") that provides for the combination of the two companies. Under the merger agreement, Bridgeview will merge with and into First Midwest, with First Midwest being the surviving company (the "merger"). Following the merger at such time as First Midwest may determine, Bridgeview Bank Group, an Illinois state chartered bank and a wholly owned subsidiary of Bridgeview, will merge with and into First Midwest Bank, an Illinois state chartered bank and a wholly owned subsidiary of First Midwest, with First Midwest Bank being the surviving bank (the "bank merger"). Following the bank merger, First Midwest Bank will continue its corporate existence as a commercial bank organized under the laws of the State of Illinois.

        Upon completion of the merger, each holder of shares of Bridgeview common stock will receive 0.2767 of a share (the "exchange ratio") of First Midwest common stock in exchange for each share of Bridgeview common stock held immediately prior to the completion of the merger, plus a fixed amount of cash equal to $1.79, which amount of cash is subject to certain adjustments (as so adjusted, the "cash consideration" and, collectively with the First Midwest common stock issued in the merger, the "merger consideration").

        All unvested Bridgeview restricted stock awards outstanding immediately prior to the merger will become fully vested upon completion of the merger, and the holders thereof will be entitled to receive the same merger consideration for the shares of Bridgeview common stock subject to such awards as all other holders of Bridgeview common stock. Additionally, Bridgeview will take all actions necessary to cause the holders of options for Bridgeview common stock to execute agreements prior to the merger to cancel such options in exchange for a lump sum cash payment.

        The exchange ratio is not subject to adjustment but the value of the First Midwest common stock to be received by holders of Bridgeview common stock in the merger will fluctuate based on the trading price of First Midwest common stock. The cash consideration of $1.79 per share of Bridgeview common stock is subject to potential increases or decreases based on the occurrence of certain events as provided in the merger agreement. These events and the corresponding adjustments are summarized as follows:


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        Due to the fact that certain of these adjustments may not be determinable prior to the date of the special meeting, at the time of the vote on the merger agreement at the special meeting, stockholders of Bridgeview common stock may not know the amount of cash consideration they will receive as part of the merger consideration. Based on information available as of the date of this proxy statement/prospectus, the range of the adjustments to the cash consideration of $1.79 per share of Bridgeview common stock is reasonably expected to be from no adjustment to the cash consideration to a decrease of $0.            per share of Bridgeview common stock.

        First Midwest common stock trades on the Nasdaq Stock Market under the symbol "FMBI." The following table shows the implied value of the merger consideration that would be received by Bridgeview stockholders in exchange for each share of Bridgeview common stock if the per share price of First Midwest common stock was $21.87, which was the closing per share price of First Midwest common stock on the Nasdaq Stock Market on December 6, 2018, the last completed trading day before the announcement of the merger, and if such price was $            , which was the closing per share price of First Midwest common stock on the Nasdaq Stock Market on                        , 2019.

 
  Closing Price of First
Midwest
Common
Stock on Nasdaq
  Exchange
Ratio
  Cash
Consideration
Per Bridgeview
Common
Share*
  Total
Consideration Per
Share of Bridgeview
Common Stock
 

December 6, 2018

  $ 21.87     0.2767   $ 1.79   $ 7.84  

                        , 2019

  $       0.2767   $ 1.79   $    

*
The information presented does not reflect the actual value of the merger consideration that will be received by holders of Bridgeview common stock in the merger. This amount assumes no adjustments to the cash consideration of $1.79 per share. The cash consideration is subject to certain adjustments as described above and in the accompanying proxy statement/prospectus. The value of the merger consideration at the closing of the merger will be based partially on the price of First Midwest common stock on the date the merger is completed plus the cash consideration. The information presented above solely illustrates the implied value of the merger consideration based on the price of First Midwest common stock on December 6, 2018 and on                 , 2019 and the assumed cash consideration of $1.79 per share of Bridgeview common stock.

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        Based on the number of shares of Bridgeview common stock outstanding and the number of restricted stock awards outstanding on February 14, 2019, we expect that the payment of the merger consideration will require First Midwest to issue approximately 4,728,586 shares of First Midwest common stock in connection with the merger. In addition, based on the number of issued and outstanding shares of First Midwest common stock and Bridgeview common stock as of February 14, 2019, and based on the exchange ratio of 0.2767, holders of shares of Bridgeview common stock as of immediately prior to the closing of the merger will hold, in the aggregate, approximately 4.2% of the issued and outstanding shares of First Midwest common stock immediately following the effectiveness of the merger.

        Bridgeview will hold a special meeting of its stockholders in connection with the merger. Bridgeview has three classes of common stock: common stock ("Bridgeview voting common stock"), non-voting common stock ("Bridgeview non-voting common stock"), and Series A non-voting common stock ("Bridgeview Series A non-voting common stock"). Holders of Bridgeview voting common stock will be asked to vote to approve the merger agreement and the transactions contemplated thereby, as described in the accompanying proxy statement/prospectus. Approval of the merger agreement and the transactions contemplated thereby requires the affirmative vote of the holders of at least a majority of the outstanding shares of Bridgeview voting common stock. All of the directors and executive officers of Bridgeview, collectively holding an aggregate 3,477,305 shares of Bridgeview voting common stock (which includes 8,334 shares of outstanding Bridgeview restricted common stock)(or approximately 33% of the outstanding voting shares) and certain other Bridgeview stockholders who collectively own an additional 3,062,128 shares of Bridgeview voting common stock (or approximately 29% of the outstanding voting shares) as of the Bridgeview record date, have signed voting agreements with First Midwest agreeing to vote for approval of the merger agreement and the transactions contemplated thereby. Accordingly, the holders of approximately 62% of the outstanding voting shares entitled to vote on the merger have entered into voting agreements with First Midwest to vote in favor of the merger proposal. Each of the holders of Bridgeview Series A non-voting common stock has agreed to waive its rights to, among other things, elect to receive in the merger securities that are comparable in rights and restrictions to the Bridgeview Series A non-voting common stock, and the holders of in excess of a majority of the shares of Bridgeview Series A non-voting common stock have agreed to accept in the merger the conversion of the shares of Bridgeview Series A non-voting common stock into shares of First Midwest common stock, which majority acceptance would satisfy the approval provisions of the Bridgeview Series A non-voting common stock as set forth in Bridgeview's certificate of incorporation, as amended.

        The special meeting of holders of Bridgeview common stock will be held at the headquarters of Bridgeview Bancorp, Inc., located at 7940 South Harlem Avenue, Bridgeview, Illinois 60455 on                , 2019, at         p.m. Central Time.

        Bridgeview's board of directors unanimously recommends that holders of Bridgeview voting common stock vote "FOR" the approval of the merger agreement and the transactions contemplated thereby and "FOR" one or more adjournments of the Bridgeview special meeting, including adjournments to permit the further solicitation of proxies in favor of the foregoing proposals.

        We cannot complete the merger without the approval of the merger agreement and the transactions contemplated thereby by holders of Bridgeview voting common stock. It is important that your shares be represented and voted regardless of the size of your holdings. Whether or not you plan to attend the special meeting of holders of Bridgeview common stock, we urge you to submit a proxy to have your shares voted in advance of the special meeting by using one of the methods described in the accompanying proxy statement/prospectus.

        The accompanying proxy statement/prospectus provides important information regarding the special meeting and a detailed description of the merger agreement, the merger, certain related transactions and agreements and the matters to be presented at the special meeting. We encourage you to read the entire accompanying proxy statement/prospectus carefully (including any documents incorporated therein by reference). Please pay particular attention to the section entitled "Risk


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Factors" in the accompanying proxy statement/prospectus for a discussion of the risks relating to the proposed merger.

        We hope to see you at the special meeting and look forward to the successful completion of the merger.

    Sincerely,

 

 

GRAPHIC
    Peter J. Haleas
Chairman of the Board of Directors
Bridgeview Bancorp, Inc.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities to be issued in the merger or determined if this document is accurate or adequate. It is illegal to tell you otherwise. The securities to be issued in the merger are not savings or deposit accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

        The date of the accompanying proxy statement/prospectus is                        , 2019, and it is first being mailed or otherwise delivered to Bridgeview stockholders on or about                         , 2019.


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LOGO


7940 South Harlem Avenue
Bridgeview, Illinois 60455

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON
                , 2019

To the Stockholders of Bridgeview Bancorp, Inc.:

        NOTICE IS HEREBY GIVEN that a special meeting of the holders of common stock, par value $0.10 per share ("Bridgeview common stock"), of Bridgeview Bancorp, Inc., a Delaware corporation ("Bridgeview"), will be held at                , on                , 2019, at                Central Time (the "Bridgeview special meeting"), for the purpose of considering and voting upon the following matters:

        We have fixed the close of business on                , 2019, as the record date for determining those stockholders entitled to notice of and to vote at the Bridgeview special meeting and any adjournments of the Bridgeview special meeting. There are three classes of Bridgeview common stock: Bridgeview voting common stock, non-voting common stock, $0.10 par value per share ("Bridgeview non-voting common stock"), and Series A non-voting common stock, $0.10 par value per share ("Bridgeview Series A non-voting common stock"). Only holders of record of Bridgeview voting common stock at the close of business on that date are entitled to notice of and to vote on the proposals at the Bridgeview special meeting and any adjournments of the Bridgeview special meeting. Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of Bridgeview voting common stock. As a result, abstentions and broker non-votes will have the same effect as votes against approval of the merger proposal. Approval of the Bridgeview adjournment proposal requires the affirmative vote of a majority of the shares of Bridgeview voting common stock present in person or represented by proxy. Abstentions will have the same effect as votes against approval of the Bridgeview adjournment proposal, and broker non-votes will have no effect on the approval of the Bridgeview adjournment proposal assuming a quorum has been established. All of the directors and executive officers of Bridgeview, collectively holding an aggregate 3,477,305 shares of Bridgeview voting common stock (which includes 8,334 shares of outstanding restricted Bridgeview voting common stock)(or approximately 33% of the outstanding shares of Bridgeview voting common stock) and certain other Bridgeview stockholders who collectively own an additional 3,062,128 shares of Bridgeview voting common stock (or approximately 29% of the outstanding shares of Bridgeview voting common stock) as


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of the Bridgeview record date, have signed voting agreements with First Midwest agreeing to vote for approval of the merger agreement and the transactions contemplated thereby and the other matters required to be approved or adopted to effect the merger and any other transactions contemplated by the merger agreement. Accordingly, the holders of approximately 62% of the outstanding voting shares entitled to vote on the merger have entered into voting agreements with First Midwest to vote in favor of the merger proposal.

        If you wish to attend the Bridgeview special meeting and your shares are held in the name of a bank, broker, trustee or other nominee, you must bring with you an account statement showing that you owned shares of Bridgeview common stock as of the record date and a "legal proxy" form from the bank, broker, trustee or other nominee to confirm your beneficial ownership of the shares.

        Under Delaware law, Bridgeview stockholders who do not vote in favor of the merger proposal will have the right to seek appraisal of the fair value of their shares of Bridgeview common stock as determined by the Delaware Court of Chancery if the merger of Bridgeview with and into First Midwest is completed, but only if they submit a written demand for such an appraisal prior to the vote on the adoption of the merger proposal and comply with the other Delaware law procedures explained in the accompanying proxy statement/prospectus. Bridgeview stockholders who do not vote in favor of the merger proposal and who submit a written demand for such an appraisal prior to the vote on the adoption of the merger proposal and comply with the other Delaware law procedures will not receive the merger consideration.

        Your vote is very important. Whether or not you plan to attend the Bridgeview special meeting in person, please complete, date, sign and return the enclosed proxy card in the enclosed envelope to ensure that your shares of Bridgeview voting common stock will be represented at the Bridgeview special meeting if you are unable to attend.

        The board of directors of Bridgeview has unanimously approved the merger agreement and the merger, has determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of Bridgeview and its stockholders and unanimously recommends that holders of Bridgeview voting common stock vote "FOR" the merger proposal and vote "FOR" the Bridgeview adjournment proposal.

        We encourage you to read the entire accompanying proxy statement/prospectus carefully (including any documents incorporated therein by reference). Please pay particular attention to the section entitled "Risk Factors" in the accompanying proxy statement/prospectus for a discussion of the risks relating to the proposed merger.

    By Order of the Board of Directors,

 

 

GRAPHIC
    Peter J. Haleas
    Chairman of the Board of Directors

Bridgeview, Illinois
                , 2019


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ADDITIONAL INFORMATION

        This proxy statement/prospectus incorporates by reference important business and financial information about First Midwest from documents filed with the Securities and Exchange Commission ("SEC") that are not included in or delivered with this proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by First Midwest at no cost from the SEC's website maintained at http://www.sec.gov. You may also request copies of these documents, including documents incorporated by reference into this proxy statement/prospectus, at no cost by contacting First Midwest in writing at the address, by telephone, or from the website as specified below:

First Midwest Bancorp, Inc.
Attention: Corporate Secretary
8750 West Bryn Mawr Avenue, Suite 1300
Chicago, Illinois 60631
www.firstmidwest.com
(708) 831-7483

        You will not be charged for any of these documents that you request. In order for you to receive timely delivery of the documents before the Bridgeview special meeting, you must request them no later than             , 2019.

        See the section entitled "Where You Can Find More Information."


ABOUT THIS PROXY STATEMENT/PROSPECTUS

        This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC, constitutes a prospectus of First Midwest under Section 5 of the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of First Midwest common stock to be issued to stockholders of Bridgeview as consideration in the merger of Bridgeview with and into First Midwest, as more fully described herein. This proxy statement/prospectus also constitutes a proxy statement for Bridgeview. In addition, it constitutes a notice of meeting with respect to the special meeting of Bridgeview stockholders.

        You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated            , 2019, and you should assume that the information in this proxy statement/prospectus is accurate only as of such date. You should assume that the information incorporated by reference into this proxy statement/prospectus is accurate only as of the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to Bridgeview stockholders nor the issuance by First Midwest of shares of First Midwest common stock in connection with the merger will create any implication to the contrary.

        This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.


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SUMMARY

  1

SELECTED CONSOLIDATED FINANCIAL DATA OF FIRST MIDWEST

 
14

SELECTED CONSOLIDATED FINANCIAL DATA OF BRIDGEVIEW

 
16

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 
17

RISK FACTORS

 
19

BRIDGEVIEW SPECIAL MEETING

 
24

THE MERGER

 
30

Terms of the Merger

 
30

Background of the Merger

  31

First Midwest's Reasons for the Merger

  36

Bridgeview's Reasons for the Merger and Recommendation of the Board of Directors of Bridgeview

  38

Opinion of Bridgeview's Financial Advisor

  41

Material Federal Income Tax Consequences of the Merger

  53

Accounting Treatment

  58

Interests of Certain Persons in the Merger

  58

THE MERGER AGREEMENT

 
62

Structure

 
62

Merger Consideration

  62

Conversion of Shares; Exchange of Certificates; Fractional Shares

  64

Effective Time

  65

Representations and Warranties

  66

Conduct of Business Pending the Merger

  67

Acquisition Proposals by Third Parties

  69

Other Agreements

  71

Conditions to Completion of the Merger

  73

Termination of the Merger Agreement

  75

Waiver and Amendment of the Merger Agreement

  77

Regulatory Approvals Required for the Mergers

  78

Dividends

  79

Stock Exchange Listing

  79

Restrictions on Resales by Affiliates

  79

Dissenters' Rights of Appraisal of Holders of Bridgeview Common Stock

  79

Voting Agreements

  84

Restrictive Covenant Agreements

  85

PRICE RANGE OF COMMON STOCK AND DIVIDENDS

 
86

INFORMATION ABOUT THE COMPANIES

 
88

DESCRIPTION OF FIRST MIDWEST CAPITAL STOCK

 
89

COMPARISON OF STOCKHOLDER RIGHTS

 
91

SECURITY OWNERSHIP OF CERTAIN BRIDGEVIEW BENEFICIAL OWNERS AND MANAGEMENT

 
98

STOCKHOLDER PROPOSALS

 
99

VALIDITY OF SECURITIES

 
99

i


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EXPERTS

  99

OTHER MATTERS

 
100

WHERE YOU CAN FIND MORE INFORMATION

 
100

INDEX TO FINANCIAL STATEMENTS

 
F-1

Appendix A

 

Agreement and Plan of Merger between Bridgeview Bancorp, Inc. and First Midwest Bancorp, Inc., dated as of December 6, 2018

 
A-1

Appendix B

 

Opinion of Sandler O'Neill & Partners, L.P. 

 
B-1

Appendix C

 

Delaware General Corporation Law, Section 262

 
C-1

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SUMMARY

        This summary highlights selected information from this proxy statement/prospectus and may not contain all the information that is important to you. We urge you to carefully read this entire document and the documents referenced herein for a more complete understanding of the merger between First Midwest and Bridgeview. In addition, we incorporate by reference into this document important business and financial information about First Midwest. You may obtain the information incorporated by reference into this document without charge by following the instructions in the section entitled "Where You Can Find More Information." Each item in this summary includes a page reference directing you to a more complete description of that item.

        Unless the context otherwise requires, references in this proxy statement/prospectus to "First Midwest" refer to First Midwest Bancorp, Inc., a Delaware corporation; references to "First Midwest Bank" refer to First Midwest Bank, an Illinois state chartered bank and wholly owned subsidiary of First Midwest; references to "Bridgeview" refer to Bridgeview Bancorp, Inc., a Delaware corporation; references to "Bridgeview Bank" refer to Bridgeview Bank Group, an Illinois state chartered bank and wholly owned subsidiary of Bridgeview; and references to "we," "our" or "us" refer to First Midwest and Bridgeview.

We Propose a Merger of First Midwest and Bridgeview (Page 30)

        We propose that Bridgeview will merge with and into First Midwest, with First Midwest being the surviving company (the "merger"). As a result of the merger, the separate existence of Bridgeview will terminate. Following the merger at such time as First Midwest may determine, Bridgeview's wholly owned bank subsidiary, Bridgeview Bank, will merge with and into First Midwest's wholly owned bank subsidiary, First Midwest Bank, with First Midwest Bank being the surviving bank (the "bank merger"). Following the bank merger, First Midwest Bank will continue its corporate existence as a commercial bank organized under the laws of the State of Illinois. We expect to complete the merger and the bank merger in the second quarter of 2019, although delays may occur.

Special Meeting of Bridgeview (Page 24)

        Bridgeview plans to hold its special meeting of stockholders at the headquarters of Bridgeview Bancorp, Inc., located at 7940 South Harlem Avenue, Bridgeview, Illinois 60455, on            , 2019 at             p.m. Central Time (the "Bridgeview special meeting"). Bridgeview has three classes of common stock: common stock, $0.10 par value per share ("Bridgeview voting common stock"), non-voting common stock, $0.10 par value per share ("Bridgeview non-voting common stock"), and Series A non-voting common stock, $0.10 par value per share ("Bridgeview Series A non-voting common stock" and, collectively with Bridgeview non-voting common stock, "Bridgeview non-voting stock"). At the Bridgeview special meeting, holders of Bridgeview voting common stock will be asked to approve the merger agreement and the transactions contemplated thereby, including the merger (the "merger proposal").

        You can vote at the Bridgeview special meeting to approve the merger proposal if you owned Bridgeview voting common stock at the close of business on            , 2019 (the "Bridgeview record date"). As of that date, there were 10,525,882 shares of Bridgeview voting common stock outstanding and entitled to vote. A holder of Bridgeview voting common stock can cast one vote for each share of Bridgeview voting common stock owned on that date.

Bridgeview's Board of Directors Unanimously Recommends That Holders of Bridgeview Voting Common Stock Vote "FOR" the Merger Proposal (Page 25)

        Bridgeview's board of directors (i) believes that the Agreement and Plan of Merger, dated as of December 6, 2018, between Bridgeview and First Midwest (the "merger agreement"), and the transactions contemplated thereby are advisable, fair to and in the best interests of Bridgeview and its stockholders, (ii) has unanimously approved and adopted the merger agreement and the transactions contemplated thereby, and (iii) unanimously recommends that holders of Bridgeview voting common stock vote "FOR" the merger proposal.

1


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        All of the directors and executive officers of Bridgeview, collectively holding an aggregate 3,477,305 shares of Bridgeview voting common stock (which includes 8,334 shares of outstanding Bridgeview restricted common stock)(or approximately 33% of the outstanding voting shares) and certain Bridgeview stockholders who collectively own an additional 3,062,128 shares of Bridgeview voting common stock (or approximately 29% of the outstanding voting shares) as of the Bridgeview record date, have signed voting agreements with First Midwest agreeing to vote for approval of the merger agreement and the transactions contemplated thereby. Accordingly, the holders of approximately 62% of the outstanding voting shares entitled to vote on the merger have entered into voting agreements with First Midwest to vote in favor of the merger proposal. Each of the holders of Bridgeview Series A non-voting common stock has agreed to waive its rights to, among other things, elect to receive in the merger securities that are comparable in rights and restrictions to the Bridgeview Series A non-voting common stock, and the holders of in excess of a majority of the shares of Bridgeview Series A non-voting common stock have agreed to accept in the merger the conversion of the shares of Bridgeview Series A non-voting common stock into shares of First Midwest common stock, which majority acceptance would satisfy the approval provisions of the Bridgeview Series A non-voting common stock as set forth in Bridgeview's certificate of incorporation, as amended.

Bridgeview Stockholders Will Receive Shares of First Midwest Common Stock in the Merger (Page 62)

        Upon completion of the merger, each holder of shares of Bridgeview voting common stock and Bridgeview non-voting stock (collectively, "Bridgeview common stock"), will receive 0.2767 of a share (the "exchange ratio") of First Midwest common stock, par value $0.01 per share ("First Midwest common stock"), in exchange for each share of Bridgeview common stock held immediately prior to the completion of the merger, plus a fixed amount of cash equal to $1.79, which amount is subject to certain adjustments (the "cash consideration" and, collectively with the First Midwest common stock received, the "merger consideration").

        The exchange ratio is not subject to adjustment but the value of the First Midwest common stock to be received by holders of Bridgeview common stock in the merger will fluctuate based on the trading price of First Midwest common stock. The cash consideration of $1.79 per share of Bridgeview common stock is subject to potential increases or decreases based on the occurrence of certain events as provided in the merger agreement. These events and the corresponding adjustments are summarized as follows:

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        Due to the fact that certain of these adjustments may not be determinable at the time of the vote on the merger agreement at the special meeting, stockholders of Bridgeview common stock may not know the amount of cash consideration they will receive as part of the merger consideration. Based on information available as of the date of this proxy statement/prospectus, the range of the adjustments to the cash consideration of $1.79 per share of Bridgeview common stock is reasonably expected to be from no adjustment to the cash consideration to a decrease of $0.    per share of Bridgeview common stock.

        Instead of fractional shares of First Midwest common stock, Bridgeview stockholders will receive cash for any fractional shares based on the per share volume weighted average price of the First Midwest common stock on the Nasdaq Stock Market from 9:30 a.m. to 4:00 p.m., Eastern Time, on the trading day immediately preceding the closing date of the merger.

        The following table shows the implied value of the merger consideration that would be received by Bridgeview stockholders in exchange for each share of Bridgeview common stock if the per share price of a share of First Midwest common stock was $21.87, which was the closing per share price of First Midwest common stock on the Nasdaq Stock Market on December 6, 2018, the last completed trading day before the announcement of the merger, and if such price was $            , which was the closing per share price of First Midwest common stock on the Nasdaq Stock Market on             , 2019.

 
  Closing Price
of First Midwest
Common Stock
on Nasdaq
  Exchange
Ratio
  Cash
Consideration
Per Bridgeview
Common
Share*
  Total
Consideration Per
Share of Bridgeview
Common Stock
 

December 6, 2018

  $ 21.87     0.2767   $ 1.79   $ 7.84  

                    , 2019

  $       0.2767   $ 1.79   $    

*
The information presented does not reflect the actual value of the merger consideration that will be received by holders of Bridgeview common stock in the merger. This amount assumes no adjustments to the cash consideration of $1.79 per share. The cash consideration is subject to certain adjustments as described in this proxy statement/prospectus. The value of the merger consideration at the closing of the merger will be based partially on the price of First Midwest common stock on the date the merger is completed plus the cash consideration. The information presented above solely illustrates the implied value of the merger consideration based on the price of First

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    Midwest common stock on December 6, 2018 and on                    , 2019 and the assumed cash consideration of $1.79 per share of Bridgeview common stock.

        All unvested Bridgeview restricted stock awards outstanding immediately prior to the merger will become fully vested upon completion of the merger, and the holders thereof will be entitled to receive the same merger consideration for the shares of Bridgeview common stock subject to such awards as all other holders of Bridgeview common stock. Additionally, Bridgeview will take all actions necessary to cause the holders of options for Bridgeview common stock to execute agreements prior to the merger to cancel such options in exchange for a lump sum cash payment.

Federal Income Tax Consequences of the Merger (Page 53)

        Subject to certain circumstances described below, and based on certain representations, covenants and assumptions, all of which must continue to be true and accurate in all material respects as of the effective time of the merger, in the opinion of Chapman and Cutler LLP ("Chapman and Cutler") and Vedder Price P.C. ("Vedder Price"), for United States federal income tax purposes, the merger will be treated as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").

        Provided that the merger qualifies as a reorganization for United States federal income tax purposes, you may recognize gain, but you will not recognize loss, upon the exchange of your shares of Bridgeview common stock for shares of First Midwest common stock and cash. If the sum of the fair market value of the First Midwest common stock and the amount of cash you receive in exchange for your shares of Bridgeview common stock (excluding any cash received in lieu of a fractional share of First Midwest common stock) exceeds the adjusted basis of your shares of Bridgeview common stock, you will recognize taxable gain equal to the lesser of the amount of such excess or the amount of cash you receive in the exchange (excluding any cash received in lieu of a fractional share of First Midwest common stock). Generally, any gain recognized upon the exchange will be capital gain, and any such capital gain will be long-term capital gain if you have established a holding period of more than one year for your shares of Bridgeview common stock. Depending on certain facts specific to you, any gain could instead be characterized as ordinary dividend income. In addition, you generally will recognize gain or loss with respect to cash received in lieu of a fractional share of First Midwest common stock.

        For a complete description of the material United States federal income tax consequences of the transaction, see "The Merger—Material Federal Income Tax Consequences of the Merger." You should consult your own tax advisor for a full understanding of the tax consequences to you of the merger.

Prohibition on Bridgeview Dividends; First Midwest's Dividend Policy Will Continue After the Merger (Pages 67 and 88)

        Bridgeview is generally prohibited from paying cash dividends to holders of its common stock prior to completion of the merger.

        First Midwest expects to continue its common stock dividend practice after the merger, but this practice is subject to the determination and discretion of First Midwest's board of directors and may change at any time. This determination depends on a variety of factors, including cash requirements, financial condition and earnings, legal and regulatory considerations and other factors. In the first three quarters of 2018, First Midwest declared a quarterly cash dividend of $0.11 per share of First Midwest common stock and in the fourth quarter of 2018, First Midwest declared a quarterly cash dividend of $0.12 per share of First Midwest common stock. First Midwest has not declared a dividend in 2019.

        Bridgeview has not declared or paid a dividend in 2018 or 2019.

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The Merger Will Be Accounted for as a Purchase (Page 58)

        The merger will be treated as a purchase by First Midwest of Bridgeview under generally accepted accounting principles ("GAAP").

First Midwest's Reasons for the Merger (Page 36)

        For a discussion of the factors considered by First Midwest's board of directors in reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the merger, see "The Merger—First Midwest's Reasons for the Merger."

Bridgeview's Reasons for the Merger (Page 38)

        For a discussion of the factors considered by Bridgeview's board of directors in reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the merger, see "The Merger—Bridgeview's Reasons for the Merger and Recommendation of the Board of Directors of Bridgeview."

Opinion of Bridgeview's Financial Advisor (Page 41)

        On November 29, 2018 and December 6, 2018, Sandler O'Neill & Partners, L.P. ("Sandler") rendered its oral and written opinion, respectively, to the board of directors of Bridgeview that, as of such date and based upon and subject to the various factors, assumptions and limitations set forth in such opinion, the merger consideration in the proposed merger was fair, from a financial point of view, to the holders of Bridgeview common stock.

        The full text of the written opinion of Sandler, dated December 6, 2018, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken, is attached as Appendix B to this proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of Sandler set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Bridgeview stockholders are urged to read the opinion in its entirety. Sandler's written opinion was addressed to the board of directors of Bridgeview (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed merger and was directed only to the merger consideration in the proposed merger and did not address any other aspect of the merger. Sandler expressed no opinion as to the fairness of the consideration to the holders of any other class of securities, creditors or other constituencies of Bridgeview or as to the underlying decision by Bridgeview to engage in the merger. The issuance of Sandler's opinion was approved by a fairness opinion committee of Sandler. The opinion does not constitute a recommendation to any Bridgeview stockholders as to how such stockholder should vote with respect to the proposed merger or any other matter.

Certain Directors and Executive Officers May Have Interests in the Merger That Differ from Your Interests (Page 58)

        Certain directors and executive officers of Bridgeview and/or Bridgeview Bank have interests in the merger other than their interests as stockholders, including:

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        Bridgeview's board of directors was aware of these additional interests and considered them when they adopted the merger agreement and approved the merger. These additional interests of directors and officers are discussed further below in "The Merger—Interests of Certain Persons in the Merger."

Holders of Bridgeview Common Stock Have Dissenters' Rights of Appraisal (Page 79)

        If you are a holder of Bridgeview common stock, you may elect to dissent from the merger and exercise appraisal rights by following the procedures set forth in Section 262 of the General Corporation Law of the State of Delaware (the "DGCL"). For more information regarding your right to dissent from the merger and exercise appraisal rights, please see "The Merger Agreement—Dissenters' Rights of Appraisal of Holders of Bridgeview Common Stock" on page 79. We have also attached a copy of the relevant provisions of Section 262 of the DGCL as Appendix C to this proxy statement/prospectus.

We Have Agreed When and How Bridgeview Can Consider Third-Party Acquisition Proposals (Page 69)

        We have agreed that Bridgeview will not, and will cause its subsidiaries and its subsidiaries' representatives, agents, advisors and affiliates not to, solicit or encourage proposals from other parties regarding acquiring Bridgeview or its businesses. In addition, we have agreed that Bridgeview will not engage in negotiations with or provide confidential information to a third party regarding acquiring Bridgeview or its businesses. However, if Bridgeview receives an unsolicited acquisition proposal from a third party, Bridgeview can participate in negotiations with and provide confidential information to the third party if, among other steps, Bridgeview's board of directors concludes in good faith that the proposal is superior to First Midwest's merger proposal. Bridgeview's receipt of a superior proposal or participation in such negotiations does not give Bridgeview the right to terminate the merger agreement.

Approval of the Merger Agreement and the Transactions Contemplated Thereby Requires the Affirmative Vote of the Holders of a Majority of the Outstanding Shares of Bridgeview Voting Common Stock (Page 26)

        In order to approve the merger agreement and the transactions contemplated thereby, including the merger, the holders of a majority of the outstanding shares of Bridgeview voting common stock as of the Bridgeview record date of            , 2019 must vote in favor of that matter. As of the Bridgeview record date, Bridgeview's directors and executive officers collectively held an aggregate 3,477,305 shares of Bridgeview voting common stock (which includes 8,334 shares of outstanding Bridgeview restricted common stock)(or approximately 33% of the outstanding voting shares) entitled to vote at the special meeting. All of the directors and executive officers of Bridgeview and certain other Bridgeview stockholders who collectively own an additional 3,062,128 shares of Bridgeview voting common stock (or approximately 29% of the outstanding voting shares) as of the Bridgeview record date, have signed voting agreements with First Midwest agreeing to vote for approval of the merger agreement and the transactions contemplated thereby. Accordingly, the holders of approximately 62% of the outstanding shares entitled to vote on the merger have entered into voting agreements with First Midwest to vote in favor of the merger proposal.

        Under the terms of the Bridgeview Stock Plan and award agreements thereunder, recipients of restricted stock awards are entitled to vote on behalf of the underlying shares of Bridgeview common stock, even while subject to vesting requirements, from the date of grant until such awards are forfeited, whereas holders of stock options do not have voting rights with respect to the shares of Bridgeview common stock underlying the unexercised stock options.

        For a list of the number of shares of Bridgeview common stock held by (i) each director and executive officer of Bridgeview, (ii) all directors and executive officers of Bridgeview as a group, and (iii) significant stockholders of Bridgeview, see "Security Ownership of Certain Bridgeview Beneficial Owners and Management."

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Certain Bridgeview Stockholders Have Agreed to Vote Their Shares "FOR" the Merger (Page 84 and Annex 1-B to Appendix A)

        As an inducement to and condition of First Midwest's willingness to enter into the merger agreement, all of the directors and executive officers of Bridgeview and Bridgeview Bank, collectively holding an aggregate 3,477,305 shares of Bridgeview voting common stock (which includes 8,334 shares of outstanding Bridgeview restricted common stock)(or approximately 33% of the outstanding voting shares) and certain other individuals or entities who collectively own an additional 3,062,128 shares of Bridgeview voting common stock (or approximately 29% of the outstanding voting shares) as of the Bridgeview record date, entered into voting agreements, pursuant to which, among other things, they agreed to vote all of their shares of Bridgeview voting common stock in favor of approval of the merger agreement and the transactions contemplated thereby and the other matters required to be approved or adopted to effect the merger and any other transactions contemplated by the merger agreement. Accordingly, the holders of approximately 62% of the outstanding shares entitled to vote on the merger have entered into voting agreements with First Midwest to vote in favor of the merger proposal.

We Must Meet Several Conditions to Complete the Merger (Page 73)

        Our obligations to complete the merger depend on a number of conditions being met. These include:

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        Where the law permits, either of First Midwest or Bridgeview could choose to waive a condition to its obligation to complete the merger even when that condition has not been satisfied. We cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed. Although the merger agreement allows both parties to waive the tax opinion condition, neither party currently anticipates doing so.

We Must Obtain Regulatory Approvals to Complete the Merger (Page 78)

        The merger and the related transactions require approval from the Board of Governors of the Federal Reserve System (the "Federal Reserve"), and our application for approval was filed with the Federal Reserve on December 31, 2018. The bank merger must also be approved by the Illinois Department of Financial and Professional Regulation (the "IDFPR"), and an application for approval was filed on December 31, 2018.

We May Terminate the Merger Agreement (Page 75)

        We can mutually agree at any time to terminate the merger agreement without completing the merger, even if Bridgeview has received approval of the merger agreement and the transactions contemplated thereby by its stockholders. Also, either of us can decide, without the consent of the other, to terminate the merger agreement in certain circumstances, including:

        In addition, First Midwest may terminate the merger agreement:

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        Whether or not the merger is completed, we will each pay our own fees and expenses, except that we will each pay one-half of the costs and expenses that we incur in copying, printing and distributing this proxy statement/prospectus and all listing, filing or registration fees, including fees paid for filing the registration statement of which this proxy statement/prospectus is a part with the SEC and any other fees paid for filings with governmental authorities, except fees paid to counsel, financial advisors and accountants.

        The merger agreement also provides that Bridgeview must pay First Midwest a fee and reimburse expenses in certain situations. In particular, Bridgeview will pay First Midwest a fee of $6,400,000 plus reasonable and documented out-of-pocket expenses incurred by First Midwest in connection with the transactions contemplated by the merger agreement if the merger agreement is terminated and, at or prior to the termination of the merger agreement or the 12-month anniversary of the termination of the merger agreement in certain circumstances set forth in the merger agreement, any of the following occurs:

We May Amend or Waive Merger Agreement Provisions (Page 77)

        At any time before completion of the merger, either First Midwest or Bridgeview may, to the extent legally allowed, waive in writing compliance by the other with any provision contained in the merger agreement. However, once holders of Bridgeview voting common stock have approved the

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merger proposal, no waiver of any condition may be made that would require further approval by Bridgeview stockholders unless that approval is obtained.

        First Midwest may also change the structure of the merger or the method of effecting the merger before the effective time of the merger, by notice to Bridgeview at least five business days prior to the approval of the merger agreement and the transactions contemplated thereby, including the merger, by all requisite votes of the holders of Bridgeview voting common stock, so long as any change does not: (i) change the kind or amount of consideration to be received by Bridgeview stockholders; (ii) adversely affect the tax consequences of the merger to Bridgeview stockholders; (iii) adversely affect the timing of or capability of completion of the merger; or (iv) cause or could not be reasonably expected to cause any of the conditions to complete the merger to be incapable of being satisfied.

        The merger agreement may not be amended except by an instrument in writing signed on behalf of each of the parties. Any such amendment by the parties must be approved by the board of directors of First Midwest and the board of directors of Bridgeview at any time before or after the approval of the merger agreement and the transactions contemplated thereby by the stockholders of Bridgeview, except that no amendment may be made after the receipt of such approval which requires further approval of the stockholders of Bridgeview unless such further approval is obtained. Notwithstanding the foregoing, First Midwest and Bridgeview may, without approval of their respective boards of directors, make technical changes to the merger agreement, not inconsistent with the purposes of the merger agreement, as may be required to effect or facilitate any required government approvals or acceptance of the merger or of the merger agreement or to effect or facilitate any filing or recording required for the consummation of any of the transactions contemplated by the merger agreement.

The Rights of Bridgeview Stockholders Following the Merger Will Be Different (Page 91)

        The rights of First Midwest stockholders are governed by Delaware law and by First Midwest's restated certificate of incorporation and amended and restated by-laws. The rights of Bridgeview stockholders are also governed by Delaware law, and by Bridgeview's certificate of incorporation, as amended, and by-laws. Upon completion of the merger, the rights of both stockholder groups will be governed by Delaware law and First Midwest's restated certificate of incorporation and amended and restated by-laws.

Information About the Companies (Page 88)

        First Midwest is a relationship-focused financial institution and one of the largest independent publicly-traded bank holding companies based on assets headquartered in Chicago and the Midwest, with over $15 billion in assets and approximately $11 billion in assets under management. First Midwest's principal subsidiary, First Midwest Bank, and other affiliates provide a full range of commercial, treasury management, equipment leasing, consumer, wealth management, trust and private banking products and services through locations in metropolitan Chicago, northwest Indiana, central and western Illinois, and eastern Iowa. First Midwest common stock is traded on the Nasdaq Stock Market under the symbol "FMBI."

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        Bridgeview is a registered bank holding company headquartered in Bridgeview, Illinois with approximately $1.3 billion in total assets, $1.0 billion in deposits and $900 million in total loans as of December 31, 2018. Bridgeview's primary business is operating its wholly-owned subsidiary Bridgeview Bank, an Illinois state chartered bank founded in 1971. Bridgeview Bank provides a full range of commercial and retail banking products and services. Bridgeview Bank operates 13 full-service banking facilities in and around Chicagoland, including locations in Bridgeview, Woodridge, Oswego, several Northern suburbs and in the Edgewater, Garfield Ridge, Lincoln Park, Lincoln Square and Uptown communities in Chicago, Illinois.

        See "Information About the Companies" on page 88 of this proxy statement/prospectus.

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SELECTED CONSOLIDATED FINANCIAL DATA OF FIRST MIDWEST

        You should read the selected consolidated financial data set forth below in conjunction with First Midwest's Management's Discussion and Analysis of Financial Condition and Results of Operations and the First Midwest consolidated financial statements and related notes incorporated by reference into this proxy statement/prospectus. The financial data as of and for the years ended December 31, 2017, 2016, 2015, 2014 and 2013 is derived from First Midwest's audited financial statements. The financial data as of and for the nine month periods ended September 30, 2018 and 2017 is derived from First Midwest's unaudited financial statements incorporated by reference into this proxy statement/prospectus, which have been prepared on the same basis as First Midwest's audited financial statements, except for the adoption of accounting standards update ("ASU") 2014-09, Revenue from Contracts with Customers, ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, and ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. See "Where You Can Find More Information." First Midwest's historical results may not be indicative of First Midwest's future performance. In addition, results for the nine month periods ended September 30, 2018 and 2017 may not be indicative of the results that may be expected for the full fiscal year or future periods.

 
  As of or for the nine
months ended
September 30,
  As of or for the years ended December 31,  
 
  2018   2017   2017   2016   2015   2014   2013  
 
  (dollars in thousands, except per share information)
 

Operating Results

                                           

Net income

  $ 116,462   $ 96,040   $ 98,387   $ 92,349   $ 82,064   $ 69,306   $ 79,306  

Net income applicable to common shares

    115,470     95,130     97,471     91,306     81,182     68,470     78,199  

Per Common Share Data

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Basic earnings per common share

  $ 1.13   $ 0.94   $ 0.96   $ 1.14   $ 1.05   $ 0.92   $ 1.06  

Diluted earnings per common share

    1.13     0.94     0.96     1.14     1.05     0.92     1.06  

Common dividends declared

    0.33     0.29     0.39     0.36     0.36     0.31     0.16  

Book value at period end

    18.61     18.16     18.16     15.46     14.70     14.17     13.34  

Market price at period end

    26.59     23.42     24.01     25.23     18.43     17.11     17.53  

Performance Ratios

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Return on average common equity(1)

    8.16 %   7.00 %   5.32 %   7.38 %   7.17 %   6.56 %   8.04 %

Return on average tangible common equity(1)

    14.03 %   12.40 %   9.44 %   10.77 %   10.44 %   9.32 %   11.29 %

Return on average assets(1)

    1.07 %   0.92 %   0.70 %   0.84 %   0.85 %   0.80 %   0.96 %

Tax-equivalent net interest margin(1)(2)

    3.88 %   3.88 %   3.87 %   3.60 %   3.68 %   3.69 %   3.68 %

Non-performing loans to total loans

    0.61 %   0.65 %   0.68 %   0.78 %   0.45 %   1.07 %   1.79 %

Non-performing assets to total loans plus other real estate owned ("OREO")

    0.74 %   0.86 %   0.89 %   1.12 %   0.88 %   1.64 %   2.91 %

Balance Sheet Highlights

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Total assets

  $ 14,961,499   $ 14,267,142   $ 14,077,052   $ 11,422,555   $ 9,732,676   $ 9,445,139   $ 8,253,407  

Total loans

    11,050,548     10,390,292     10,437,812     8,254,145     7,161,715     6,736,853     5,714,360  

Deposits

    11,527,114     11,208,497     11,053,325     8,828,603     8,097,738     7,887,758     6,766,101  

Senior and subordinated debt

    195,595     195,028     195,170     194,603     201,208     200,869     190,932  

Stockholders' equity

    1,917,675     1,865,130     1,864,874     1,257,080     1,146,268     1,100,775     1,001,442  

Financial Ratios

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Allowance for credit losses to total loans(3)

    0.91 %   0.92 %   0.93 %   1.06 %   1.05 %   1.11 %   1.52 %

Net loan charge-offs to average loans, annualized(1)

    0.42 %   0.19 %   0.21 %   0.24 %   0.29 %   0.52 %   0.55 %

First Midwest Regulatory Ratios(4)

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Total capital to risk-weighted assets

    12.32 %   11.79 %   12.15 %   12.23 %   11.15 %   11.23 %   12.39 %

Tier 1 capital to risk-weighted assets

    10.34 %   9.83 %   10.10 %   9.90 %   10.28 %   10.19 %   10.91 %

Common equity Tier 1 ("CET1") to risk-weighted assets

    9.93 %   9.42 %   9.68 %   9.39 %   9.73 %   N/M     N/M  

Tier 1 capital to average assets

    9.10 %   9.04 %   8.99 %   8.99 %   9.40 %   9.03 %   (9.18 )%

N/M—Not meaningful.

(1)
Annualized based on the actual number of days for the nine months ended September 30, 2018 and 2017.

(2)
Presented on a tax-equivalent basis, assuming the applicable federal income tax rate for each period presented. As a result, interest income and yields on tax-exempt securities and loans subsequent to December 31, 2017 are presented using the current federal income tax rate of 21% and prior periods are computed using the federal income tax rate at that time of 35%.

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(3)
This ratio includes acquired loans that are recorded at fair value through an acquisition adjustment, which incorporates credit risk as of the acquisition date with no allowance for credit losses being established at that time. As the acquisition adjustment is accreted into income over future periods, an allowance for credit losses is established as necessary to reflect credit deterioration.

(4)
Basel III Capital Rules became effective for First Midwest on January 1, 2015. These rules revise the risk-based capital requirements and introduce a new capital measure, CET1 to risk-weighted assets. As a result, ratios subsequent to December 31, 2014 are computed using the new rules and prior periods presented are reported using the regulatory guidance applicable at that time.

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SELECTED CONSOLIDATED FINANCIAL DATA OF BRIDGEVIEW

        You should read the selected consolidated financial data set forth below in conjunction with Bridgeview's Consolidated Financial Statements and related notes included elsewhere in this proxy statement/prospectus. The financial data as of and for the years ended December 31, 2017, 2016, 2015, 2014 and 2013 is derived from Bridgeview's audited financial statements. The financial data as of and for the nine month periods ended September 30, 2018 and 2017 is derived from Bridgeview's unaudited financial statements, which have been prepared on the same basis as Bridgeview's audited financial statements. Bridgeview's historical results may not be indicative of Bridgeview's future performance. In addition, results for the nine month periods ended September 30, 2018 and 2017 have not been audited and may not be indicative of the results that may be expected for the full fiscal year or future periods.

 
  As of or
for the nine
months ended
September 30,
  As of or for the years ended December 31,  
 
  2018   2017   2017   2016   2015   2014   2013  
 
  (dollars in thousands, except per share information)
 

Operating Results

                                           

Net income (loss)

  $ 8,180   $ 8,624   $ 1,003   $ 7,473   $ 858   $ 39,205   $ (9,591 )

Net income (loss) applicable to common shares

    8,180     8,624     53     7,473     858     39,205     (9,591 )

Per Common Share Data

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Basic earnings per common share

  $ 0.48   $ 0.51   $ 0.00   $ 0.44   $ 0.05   $ 6.99   $ (1.71 )

Diluted earnings per common share

    0.41     0.43     0.00     0.37     0.04     6.99     (1.71 )

Common dividends declared

                             

Book value at period end

    6.60     6.54     6.26     6.01     5.56     5.26     (2.44 )

Performance Ratios

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Return on average common equity(1)

    9.97 %   10.74 %   0.96 %   7.63 %   1.05 %   82.00 %   (29.29 )%

Return on average assets(1)

    0.90 %   1.07 %   0.09 %   0.67 %   0.08 %   3.80 %   (0.89 )%

Tax-equivalent net interest margin(1)(2)

    3.81 %   3.95 %   3.93 %   4.00 %   3.77 %   3.77 %   3.89 %

Non-performing loans to total loans

    0.43 %   0.62 %   0.71 %   0.94 %   0.50 %   4.37 %   5.23 %

Non-performing assets to total loans plus OREO

    1.51 %   2.00 %   1.91 %   2.32 %   3.44 %   6.76 %   7.97 %

Balance Sheet Highlights

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Total assets

  $ 1,263,664   $ 1,145,439   $ 1,178,887   $ 1,099,320   $ 1,081,301   $ 1,101,640   $ 1,008,088  

Total loans

    950,809     866,260     880,765     845,946     790,409     783,033     666,230  

Deposits

    1,083,186     965,415     987,818     928,364     892,343     963,791     932,835  

Senior and subordinated debt

    52,708     53,039     68,589     52,804     82,594     50,915     37,947  

Stockholders' equity

    112,787     111,950     106,044     102,168     93,603     69,409     26,212  

Financial Ratios

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Allowance for credit losses to total loans

    0.95 %   1.07 %   1.07 %   1.06 %   1.35 %   1.68 %   2.13 %

Net loan charge-offs to average loans, annualized(1)

    0.30 %   0.46 %   0.35 %   1.48 %   0.87 %   0.45 %   2.21 %

Bridgeview Bank Regulatory Ratios(3)

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Total capital to risk-weighted assets

    14.70 %   15.22 %   14.16 %   13.64 %   13.11 %   9.98 %   10.01 %

Tier 1 capital to risk-weighted assets

    13.88 %   14.29 %   13.23 %   12.74 %   12.00 %   8.72 %   8.76 %

CET1 to risk-weighted assets

    13.88 %   14.29 %   13.23 %   12.74 %   12.00 %   NA     NA  

Tier 1 capital to average assets

    10.51 %   11.10 %   10.05 %   9.45 %   9.60 %   6.66 %   6.36 %

NA—Not applicable.

(1)
Annualized based on the actual number of days for the nine months ended September 30, 2018 and 2017.

(2)
Presented on a tax-equivalent basis, assuming the applicable federal income tax rate for each period presented. As a result, interest income and yields on tax-exempt securities and loans subsequent to December 31, 2017 are presented using the current federal corporate income tax rate of 21% and prior periods are computed using the federal corporate income tax rate at that time of 35%.

(3)
Basel III Capital Rules became effective for Bridgeview Bank on January 1, 2015. These rules revise the risk-based capital requirements and introduce a new capital measure, CET1 to risk-weighted assets. As a result, ratios subsequent to December 31, 2014 are computed using the new rules, and prior periods presented are reported using the regulatory guidance applicable at that time.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement/prospectus, as well as First Midwest's other filings with the SEC and Bridgeview's other communications with its stockholders, may contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "PSLRA"). These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to be materially different from any results, levels of activity, performance, or achievements expressed or implied by any forward-looking statement. These factors include, among other things, the factors listed below.

        In some cases, forward-looking statements can be identified by the use of words such as "may," "might," "will," "would," "should," "could," "expect," "plan," "intend," "anticipate," "believe," "estimate," "outlook," "predict," "project," "probable," "potential," "possible," "target," "continue," "look forward," or "assume" and words of similar import. Forward-looking statements are not historical facts or guarantees of future performance or outcomes, but instead express only management's beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management's control. It is possible that actual results and events may differ, possibly materially, from the anticipated results or events indicated in these forward-looking statements. We caution you not to place undue reliance on these statements. Forward-looking statements are made only as of the date of this proxy statement/prospectus, and First Midwest and Bridgeview undertake no obligation to update any forward-looking statements to reflect new information or events or conditions after the date hereof.

        In connection with the safe harbor provisions of the PSLRA, we are hereby identifying important factors that could affect our financial performance and could cause our actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any forward-looking statements.

        Among the factors that could impact our ability to achieve operating results, growth plan goals, and the beliefs expressed or implied in forward-looking statements are:

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        The foregoing list of important factors may not be all inclusive, and we specifically decline to undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events. For a further discussion of these and other risks, uncertainties and other factors applicable to First Midwest and Bridgeview, see "Risk Factors" in this proxy statement/prospectus and First Midwest's other filings with the SEC incorporated by reference into this proxy statement/prospectus.

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RISK FACTORS

        In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the heading "Cautionary Statement Regarding Forward-Looking Statements," you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. You should also consider the other information in, and the other documents incorporated by reference into, this proxy statement/prospectus, including in particular the risk factors associated with First Midwest's business contained under the heading "Risk Factors" in First Midwest's Annual Report on Form 10-K for the year ended December 31, 2017. See "Where You Can Find More Information."

Because the market price of First Midwest common stock will fluctuate, Bridgeview stockholders cannot be certain of the market value of the merger consideration they will receive.

        Upon completion of the merger, each holder of shares of Bridgeview common stock, will receive a number of shares of First Midwest common stock in exchange for each share of Bridgeview common stock held immediately prior to the completion of the merger calculated based on the exchange ratio, plus the cash consideration. Any change to the market price of First Midwest common stock prior to completion of the merger will affect the value of any shares of First Midwest common stock Bridgeview stockholders receive as consideration in the merger. The market price of First Midwest common stock may fluctuate as a result of variety of factors, including general market and economic conditions, changes in our respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside of our control. Accordingly, at the time of the Bridgeview special meeting, Bridgeview stockholders will not know or be able to calculate the market price of First Midwest common stock that they will receive upon completion of the merger.

The cash consideration will not be determined until the effective time of the merger and Bridgeview stockholders may not be certain of the amount of the cash consideration they will receive for their Bridgeview shares in connection with the merger.

        In connection with the merger, holders of Bridgeview common stock will receive $1.79 per share subject to certain adjustments that will be determined prior to completion of the merger. Because the merger will not be completed until certain conditions have been satisfied or waived, a significant amount of time may pass between the time of the Bridgeview special meeting and the time that the merger is complete. Therefore, at the time you vote your shares of Bridgeview voting common stock, you may not know the exact amount of the cash consideration that will be paid if the merger is completed. Based on information available as of the date of this proxy statement/prospectus, the adjustment to the cash consideration is reasonably expected to be from no adjustment to a decrease of $0.            per share of Bridgeview common stock. For a description of the potential adjustments to the cash consideration, see "The Merger Agreement—Merger Consideration."

Bridgeview will be subject to business uncertainties and contractual restrictions while the merger is pending.

        Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Bridgeview and consequently on First Midwest. These uncertainties may impair Bridgeview's ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that do business with Bridgeview to seek to change existing business relationships with Bridgeview. Retention of certain employees may be challenging during the pendency of the merger, as employees may experience uncertainty about their future roles with First Midwest. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with First Midwest, First Midwest's business following the merger could be harmed. In addition, the merger agreement restricts Bridgeview from making certain acquisitions and taking other specified actions without First Midwest's consent, and generally requires Bridgeview to continue its

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operations in the ordinary course until the merger occurs. These restrictions may prevent Bridgeview from pursuing attractive business opportunities that may arise prior to the completion of the merger. For a description of the restrictive covenants to which Bridgeview is subject, see "The Merger Agreement—Conduct of Business Pending the Merger."

Combining our two companies may be more difficult, costly or time-consuming than we currently expect, and we may fail to realize the anticipated benefits and cost savings of the merger.

        First Midwest and Bridgeview have operated and, until the completion of the merger, will continue to operate independently. The success of the merger, including the realization of anticipated benefits and cost savings, will depend, in part, on First Midwest's ability to successfully combine and integrate Bridgeview's business into its own in a manner that permits growth opportunities and does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company's ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with customers and employees. As with any merger of banking institutions, there also may be business disruptions that cause us to lose customers or cause customers to take their deposits or loans out of our banks. The success of the combined company following the merger and the bank merger may depend, in part, on the ability of First Midwest to integrate the two businesses, business models and cultures. If First Midwest experiences difficulties in the integration process, including those listed above, First Midwest may fail to realize the anticipated benefits of the merger in a timely manner or at all. First Midwest's business or results of operations or the value of its common stock may be materially and adversely affected as a result.

The market price of First Midwest common stock after the merger may be affected by factors different from those currently affecting First Midwest common stock.

        The businesses of First Midwest and Bridgeview differ in some respects and, accordingly, the results of operations of the combined company and the market price of First Midwest common stock after the merger may be affected by factors different from those currently affecting the independent results of operations of each of First Midwest or Bridgeview. For a discussion of the business of First Midwest and of certain factors to consider in connection with the business of First Midwest, see the documents incorporated by reference into this proxy statement/prospectus and referred to under "Where You Can Find More Information," including, in particular, the section entitled "Risk Factors" in First Midwest's Annual Report on Form 10-K for the year ended December 31, 2017.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the merger.

        Before the merger and the bank merger may be completed, First Midwest and Bridgeview must obtain approvals from the Federal Reserve and the IDFPR, which applications have been submitted. Other approvals, waivers or consents from regulators may also be required. In determining whether to grant these approvals the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under "The Merger Agreement—Regulatory Approvals Required for the Merger." An adverse development in either party's regulatory standing or these factors could result in a delay of or an inability to obtain regulatory approval. The regulators may impose conditions on the completion of the merger or the bank merger or require changes to the terms of the merger or the bank merger. Such conditions or changes could have the effect of delaying or preventing completion of the merger or the bank merger or imposing additional costs on or limiting the revenues of the combined company following the merger and the bank merger, any of which might have an adverse effect on the combined company following the merger. See "The Merger Agreement—

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Regulatory Approvals Required for the Merger." Regulatory approvals could also be adversely impacted based on the status of any ongoing investigation of either party or its customers, including subpoenas to provide information or investigations by a federal, state or local governmental agency. Further, delays to the regulatory approval process may occur as a result of government shutdowns, including another federal government shutdown such as the one that concluded in January 2019, which resulted in curtailed operations by the Federal Reserve, the SEC and other agencies. We cannot guarantee that we will be able to obtain all required regulatory approvals, the timing of those approvals or whether any conditions will be imposed.

Some Bridgeview directors and officers may have interests and arrangements that may have influenced their decisions to support or recommend that you approve the merger.

        Bridgeview's stockholders should be aware that some of Bridgeview's directors and executive officers have interests in the merger and have arrangements that are different from, or in addition to, those of Bridgeview's stockholders generally. These interests and arrangements may create potential conflicts of interest. Bridgeview's board of directors was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger agreement, and in recommending that holders of Bridgeview voting common stock vote in favor of the merger proposal.

        For a more complete description of these interests, see "The Merger—Interests of Certain Persons in the Merger."

The merger agreement limits Bridgeview's ability to pursue alternatives to the merger.

        The merger agreement contains provisions that limit Bridgeview's ability to solicit, encourage or discuss competing third-party proposals to acquire all or a significant part of Bridgeview. These provisions, which include a $6,400,000 termination fee, might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of Bridgeview from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share market price than that proposed in the merger, or might result in a potential competing acquiror proposing to pay a lower per share price to acquire Bridgeview than it might otherwise have proposed to pay.

Termination of the merger agreement could negatively impact First Midwest or Bridgeview.

        In the event the merger agreement is terminated, First Midwest's or Bridgeview's business may be adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the merger. The market price of First Midwest common stock might decline to the extent that the current market price reflects a market assumption that the merger will be completed. If the merger agreement is terminated and Bridgeview's board of directors seeks another merger or business combination, Bridgeview stockholders cannot be certain that Bridgeview will be able to find a party willing to offer equivalent or more attractive consideration than the merger consideration provided in the merger. If the merger agreement is terminated under certain circumstances, Bridgeview may be required to pay First Midwest a termination fee of $6,400,000. If the merger agreement is terminated, First Midwest or Bridgeview may experience negative reactions from its customers, vendors and employees. See "The Merger Agreement—Termination of the Merger Agreement."

If the merger is not completed, First Midwest and Bridgeview will have incurred substantial expenses without realizing the expected benefits of the merger.

        Each of First Midwest and Bridgeview has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing and mailing this proxy statement/prospectus and all filing and other fees paid to the SEC in connection with the merger. If the merger is

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not completed, First Midwest and Bridgeview would have to recognize these expenses without realizing the expected benefits of the merger.

Holders of Bridgeview common stock will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

        Holders of Bridgeview common stock currently have the right to vote on matters affecting Bridgeview. Upon the completion of the merger, each Bridgeview stockholder who receives shares of First Midwest common stock will become a stockholder of First Midwest with a percentage ownership of First Midwest with respect to such shares that is smaller than the stockholder's current percentage ownership of Bridgeview. Since the exchange ratio is 0.2767 of a share of First Midwest common stock per each issued and outstanding share of Bridgeview common stock, following the effective time of the merger, the former stockholders of Bridgeview as a group would receive shares in the merger constituting approximately 4.2% of the outstanding shares of First Midwest common stock immediately after the merger based on the number of shares of First Midwest common stock and Bridgeview common stock outstanding as of February 12, 2019. Because of this, Bridgeview stockholders will have less influence on the management and policies of First Midwest than they now have on the management and policies of Bridgeview.

The opinion of Bridgeview's financial advisor will not reflect changes in circumstances between the signing of the merger agreement and the completion of the merger.

        Bridgeview has not obtained an updated opinion from Sandler, its financial advisor, as of the date of this proxy statement/prospectus. Sandler's opinion was based on certain facts and assumptions regarding the operations and prospects of First Midwest and Bridgeview, general market and economic conditions and other factors. Changes in the operations and prospects of First Midwest or Bridgeview, general market and economic conditions and other factors that may be beyond the control of First Midwest or Bridgeview may significantly alter the value of First Midwest or Bridgeview, the price of shares of First Midwest common stock by the time the merger is completed or the future price at which First Midwest common stock trades. Sandler's opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. The opinion will not address the fairness of the merger consideration from a financial point of view at the time a Bridgeview stockholder votes or at the time the merger is completed. However, Bridgeview's board of directors' recommendation that Bridgeview stockholders vote "FOR" adoption of the merger agreement is made as of the date of this proxy statement/prospectus. For a description of the opinion that Bridgeview received from Sandler, please refer to "The Merger—Opinion of Bridgeview's Financial Advisor".

The shares of First Midwest common stock that Bridgeview stockholders will receive as a result of the merger will have different rights from shares of Bridgeview common stock.

        The rights associated with Bridgeview common stock are different from the rights associated with First Midwest common stock. For a discussion of the different rights associated with First Midwest common stock, see "Comparison of Stockholder Rights."

Under certain circumstances, the merger consideration may be reduced due to environmental conditions and/or title defects on Bridgeview's real property.

        The merger consideration may be subject to adjustment if certain environmental conditions exist with respect to Bridgeview's real property and/or title defects exist with respect to any of Bridgeview's real property and the estimated costs to remediate these conditions/defects is greater than $100,000. In that case, the cash consideration will be reduced by an amount equal to the diminution in value of any real property related to any environmental conditions with respect to Bridgeview's real property and/or

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any title defect that exists with respect to any of Bridgeview's real property. For a further description of the possible reduction, please refer to "The Merger Agreement—Merger Consideration".

Under certain circumstances, the merger consideration may be reduced due to Bridgeview's failure to dispose of certain assets and liabilities related to its residential home mortgage business.

        The merger consideration may be subject to adjustment if certain assets and liabilities related to Bridgeview's residential home mortgage business are not disposed of. If any of the specified leases or contracts related to the residential home mortgage business are not sold, assigned or otherwise disposed of, the cash consideration will be reduced by an amount equal to a multiple of any amounts remaining due under those agreements. If there are any principal amounts remaining under any mortgage loans related to the residential home mortgage business, the cash consideration will be reduced by an amount based upon the principal amount remaining under those loans. For a further description of the possible adjustment, please refer to "The Merger Agreement—Merger Consideration".

Under certain circumstances, the merger consideration may be adjusted due to Bridgeview disposing of the identified assets.

        The merger consideration may be subject to adjustment if Bridgeview sells or otherwise disposes of the identified assets for less than or greater than the assumed value of the identified assets prior to the closing date. If the proceeds from any sale or disposition of an identified asset are less than the assumed value of that asset, the cash consideration will be reduced by an amount equal to the difference between the proceeds from the disposition of any of the identified assets and the assumed value of that identified asset. If the proceeds from any sale or disposition of an identified asset are greater than the assumed value of that asset, the cash consideration will be increased by an amount equal to the difference between the proceeds from the disposition of any identified asset and the assumed value of that identified asset. For a further description of the possible adjustment, please refer to "The Merger Agreement—Merger Consideration".

The merger consideration may be adjusted due to Bridgeview's sale of, or failure to sell, the identified real property.

        The merger consideration may be subject to adjustment if Bridgeview sells, or if Bridgeview fails to sell the identified real property. If Bridgeview sells the identified real property for less than the amount determined pursuant to the merger agreement prior to the closing date the cash consideration will be reduced by an amount dependent upon the proceeds from the sale of such identified real property. If Bridgeview sells the identified real property for greater than the amount determined pursuant to the merger agreement prior to the closing date the cash consideration will be increased by an amount dependent upon the proceeds from the sale of such identified real property. If Bridgeview fails to sell the identified real property prior to the closing date the cash consideration may be reduced. For a further description of the possible adjustment, please refer to "The Merger Agreement—Merger Consideration".

Under certain circumstances, the merger consideration may be adjusted due to Bridgeview's disposition of certain life insurance contracts.

        The merger consideration may be subject to adjustment if Bridgeview disposes of certain life insurance contracts prior to the closing date. If Bridgeview sells any life insurance contract prior to the closing date for less than the book value applicable to such life insurance contract, the cash consideration may be reduced by an amount equal to the difference between the proceeds from the disposition of the life insurance contract and the book value applicable to the life insurance contract. If Bridgeview sells any life insurance contract for greater than the book value applicable to the life

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insurance contract, the cash consideration may be increased by an amount equal to the difference between the proceeds from the disposition of the life insurance contract and the book value applicable to the life insurance contract. If any life insurance contract is not sold prior to the closing date, the cash consideration will be increased or decreased based on whether the median of three bids obtained from an independent insurance consultant for the life insurance contract is greater than or less than the book value applicable to such life insurance contract. For a further description of the possible adjustment, please refer to "The Merger Agreement—Merger Consideration".

The merger consideration may be adjusted due to the amount of Bridgeview's year-end adjusted tangible common equity.

        The merger consideration may be subject to adjustment if the Bridgeview year-end adjusted tangible common equity is different than the minimum year-end adjusted tangible common equity set forth in the merger agreement. If Bridgeview's year-end adjusted tangible common equity is less than the minimum year-end adjusted tangible common equity, the cash consideration may be reduced. If the Bridgeview year-end adjusted tangible common equity is greater than the minimum year-end adjusted tangible common equity, the cash consideration may be increased by an amount equal to the difference between the year-end adjusted tangible common equity and the minimum year-end adjusted tangible common equity. For a further description of the possible adjustment, please refer to "The Merger Agreement—Merger Consideration".

Completion of the merger is subject to certain conditions, and if these conditions are not satisfied or waived, the merger will not be completed.

        The obligations of First Midwest and Bridgeview to complete the merger are subject to the satisfaction or waiver (if permitted) of a number of conditions. The satisfaction of all of the required conditions could delay the completion of the merger for a significant period of time or prevent it from occurring. Any delay in completing the merger could cause the combined company not to realize some or all of the benefits that the combined company expects to achieve if the merger is successfully completed within its expected time frame. Further, there can be no assurance that the conditions to the closing of the merger will be satisfied or waived or that the merger will be completed. See "The Merger Agreement—Conditions to Completion of the Merger."

        In addition, if the merger is not completed on or before December 6, 2019, either First Midwest or Bridgeview may choose not to proceed with the merger. First Midwest and/or Bridgeview may also terminate the merger agreement under certain circumstances. See "The Merger Agreement—Termination of the Merger Agreement."

BRIDGEVIEW SPECIAL MEETING

        This section contains information from Bridgeview for Bridgeview stockholders about the special meeting Bridgeview has called to consider and approve the merger agreement and the transactions contemplated thereby by the holders of Bridgeview voting common stock. On or about                  , 2019, Bridgeview commenced mailing of this proxy statement/prospectus to holders of Bridgeview voting common stock. Together with this proxy statement/prospectus, we are also sending to stockholders of Bridgeview's voting common stock a notice of the Bridgeview special meeting and a form of proxy card that Bridgeview's board of directors is soliciting for use at the Bridgeview special meeting and at any adjournments of the meeting.

        This proxy statement/prospectus is also being furnished by First Midwest to Bridgeview stockholders as a prospectus in connection with the issuance of shares of First Midwest common stock upon completion of the merger.

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Date, Time and Place

        The Bridgeview special meeting will be held at                  , on                  , 2019 at                  Central Time.

Matters to Be Considered

        At the Bridgeview special meeting, holders of Bridgeview voting common stock as of the Bridgeview record date will be asked to consider and vote on the following matters:

Recommendation of Bridgeview's Board of Directors

        After careful consideration, the Bridgeview board of directors unanimously approved the merger agreement and the transactions contemplated thereby, and unanimously determined that the merger agreement and the transactions contemplated thereby are fair to and in the best interests of Bridgeview and its stockholders.

        The board of directors of Bridgeview unanimously recommends that holders of Bridgeview voting common stock vote "FOR" the merger proposal and "FOR" the Bridgeview adjournment proposal. Please see the section entitled "The Merger—Bridgeview's Reasons for the Merger and Recommendation of the Board of Bridgeview."

        All of the directors and executive officers of Bridgeview, collectively holding an aggregate 3,477,305 shares of Bridgeview voting common stock (which includes 8,334 shares of outstanding Bridgeview restricted voting common stock)(or approximately 33% of the outstanding shares of Bridgeview common stock), and certain other individuals or entities who collectively and additional 3,062,128 shares of Bridgeview voting common stock (or approximately 29% of the outstanding shares of Bridgeview common stock) as of the Bridgeview record date, have signed voting agreements with First Midwest agreeing to vote for approval of the merger agreement and the transactions contemplated thereby. Accordingly, the holders of approximately 62% of the outstanding voting shares entitled to vote on the merger have entered into voting agreements with First Midwest to vote in favor of the merger proposal.

Bridgeview Record Date and Quorum

        Bridgeview's board of directors has fixed the close of business on                  , 2019, as the Bridgeview record date for determining the Bridgeview stockholders entitled to receive notice of and to vote at the Bridgeview special meeting.

        As of the close of business on the Bridgeview record date, 17,089,218 shares of Bridgeview common stock (which includes 8,334 shares of outstanding restricted Bridgeview voting common stock) were issued and outstanding and held by approximately 76 record holders. Each share of Bridgeview voting common stock held of record at the close of business on the Bridgeview record date entitles the holder thereof to one vote on each matter considered and voted on by holders of Bridgeview voting common stock at the Bridgeview special meeting. As of the Bridgeview record date, 10,525,882 shares of Bridgeview voting common stock (which includes 8,334 shares of outstanding restricted Bridgeview voting common stock) were issued and outstanding.

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        If you hold shares of Bridgeview voting common stock indirectly through a broker, you are considered a beneficial owner of those shares but are not the stockholder of record. In this circumstance, you are a stockholder whose shares are held in "street name" and your broker is considered the stockholder of record. We sent copies of this proxy statement/prospectus directly to all holders of record of Bridgeview voting common stock. If you are a beneficial owner whose shares are held in street name, these materials were sent to you by the broker through which you hold your shares. As the beneficial owner, you may direct your broker how to vote your shares at the Bridgeview special meeting, and the broker is obligated to provide you with a voting instruction form for you to use for this purpose.

        A quorum is required to transact business and consider each proposal at the Bridgeview special meeting. The presence at the special meeting, in person or by proxy, of holders of a majority of the outstanding shares of Bridgeview voting common stock entitled to vote at the special meeting will constitute a quorum for the transaction of business. All shares of Bridgeview voting common stock present in person or represented by proxy, including abstentions, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Bridgeview special meeting but shares represented by a proxy from a broker indicating that such person has not received instructions from the beneficial owner or other person entitled to vote the shares, which we refer to as "broker non-votes," will not be counted as shares present.

Vote Required; Treatment of Abstentions and Failure to Vote

        Approval of the merger proposal, requires the affirmative vote of Bridgeview stockholders representing a majority of the outstanding shares of Bridgeview voting common stock as of the close of business on the Bridgeview record date. If you fail to submit a proxy card or vote in person at the Bridgeview special meeting, mark "ABSTAIN" on your proxy card or fail to instruct your bank or broker for shares held in street name with respect to the proposal to approve the merger proposal, it will have the same effect as a vote "AGAINST" approval of the merger proposal. The merger proposal will not require the approval of the holders of First Midwest common stock under the DGCL or applicable rules of the Nasdaq Stock Market.

        Approval of the Bridgeview adjournment proposal requires the affirmative vote of a majority of the shares of Bridgeview voting common stock present in person or represented by proxy at the Bridgeview special meeting. If you mark "ABSTAIN" with respect to the Bridgeview adjournment proposal, it will have the same effect as a vote "AGAINST" the Bridgeview adjournment proposal, and broker non-votes will have no effect on the approval of the Bridgeview adjournment proposal assuming a quorum has been established.

Shares Held by Directors and Officers

        Each of the directors of Bridgeview, in his or her capacity as a beneficial owner of shares of Bridgeview common stock, has entered into a voting agreement with First Midwest, the form of which is attached to this proxy statement/prospectus as Annex 1-B to Appendix A, in which each such director has agreed to vote all shares of Bridgeview voting common stock that he or she beneficially owns and has the power to vote in favor of the merger proposal and any other matter that is required to be approved by the stockholders of Bridgeview to facilitate the transactions contemplated by the merger agreement. The directors also agreed to vote against any proposal made in opposition to the approval

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of the merger or in competition with the merger agreement and against any other acquisition proposal. See "The Merger—Interests of Certain Persons in the Merger."

        As of the close of business on the Bridgeview record date, Bridgeview's directors and executive officers and their affiliates collectively held approximately an aggregate of 3,477,305 shares of Bridgeview voting common stock (which includes 8,334 shares of outstanding restricted Bridgeview voting common stock)(or approximately 33% of the outstanding shares of Bridgeview voting common stock) entitled to vote at the Bridgeview special meeting.

        As of the Bridgeview record date, except in a fiduciary capacity, First Midwest and its subsidiaries held no shares of Bridgeview common stock, and none of its directors and executive officers and their affiliates held shares of Bridgeview common stock.

Shares Held by Other Stockholders

        Certain other Bridgeview stockholders who collectively own 3,062,128 shares of Bridgeview voting common stock (or approximately 29% of the outstanding voting shares) as of the Bridgeview record date, have entered into a voting agreement with First Midwest, the form of which is attached to this proxy statement/prospectus as Annex 1-B to Appendix A, in which each such individual or entity has agreed to vote all shares of Bridgeview voting common stock that he, she or it beneficially owns and has the power to vote in favor of the merger proposal and any other matter that is required to be approved by the stockholders of Bridgeview to facilitate the transactions contemplated by the merger agreement. These individuals or entities also agreed to vote against any proposal made in opposition to the approval of the merger or in competition with the merger agreement and against any other acquisition proposal. Each of the holders of Bridgeview Series A non-voting common stock has agreed to waive its rights to, among other things, elect to receive in the merger securities that are comparable in rights and restrictions to the Bridgeview Series A non-voting common stock, and the holders of in excess of a majority of the shares of Bridgeview Series A non-voting common stock have agreed to consent and accept in the merger the conversion of the shares of Bridgeview Series A non-voting common stock into shares of First Midwest common stock, which majority acceptance would satisfy the approval provisions of the Bridgeview Series A non-voting common stock as set forth in Bridgeview's certificate of incorporation, as amended.

Participants in the Bridgeview Stock Plan

        Bridgeview sponsors the Bridgeview Stock Plan. Under the terms of the Bridgeview Stock Plan and award agreements thereunder, recipients of restricted stock awards are entitled to vote on behalf of the underlying shares of Bridgeview common stock, even while subject to vesting requirements, from the date of grant until such awards are forfeited, whereas holders of stock options do not have voting rights with respect to the shares of Bridgeview common stock underlying the unexercised stock options. Holders of Bridgeview restricted stock will vote in the same manner as holders of Bridgeview voting common stock. As of the Bridgeview record date, participants in the Bridgeview Stock Plan held approximately 0.08% of the shares of Bridgeview voting common stock entitled to vote at the special meeting.

Solicitation of Proxies; Payment of Solicitation Expenses

        Proxies are being solicited by Bridgeview's board of directors from stockholders of Bridgeview voting common stock. Shares of Bridgeview voting common stock represented by properly executed proxies, and that have not been revoked, will be voted in accordance with the instructions indicated on the proxies. If no instructions are indicated, such proxies representing shares of Bridgeview voting common stock will be voted "FOR" the merger proposal and "FOR" the Bridgeview adjournment

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proposal, and in the discretion of the individuals named as proxies as to any other matter that may come before the Bridgeview special meeting.

        First Midwest and Bridgeview have agreed to each pay for one-half of the costs and expenses (excluding the fees and disbursements of counsel, financial advisors and accountants) of copying, printing and distributing this proxy statement/prospectus and all listing, filing or registration fees, including fees paid for filing the registration statement of which this proxy statement/prospectus is a part with the SEC and any other fees paid for filings with governmental authorities. In addition to the solicitation of proxies by mail, solicitation may be made by certain directors, officers or employees of Bridgeview or its affiliates telephonically, electronically or by other means of communication. Directors, officers and employees will receive no additional compensation for such solicitation. Although Bridgeview does not anticipate using a paid proxy solicitor in connection with the special meeting, Bridgeview may do so if determined to be appropriate.

Voting Your Shares

        Holders of Bridgeview voting common stock may vote in person or by proxy at the Bridgeview special meeting on the proposals upon which they are entitled to vote. Holders of Bridgeview voting common stock may also vote by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. To be valid, your vote by mail must be received by the deadline specified on the proxy card.

        YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF BRIDGEVIEW VOTING COMMON STOCK YOU OWN. ACCORDINGLY, YOU SHOULD SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WHETHER OR NOT YOU PLAN TO ATTEND THE BRIDGEVIEW SPECIAL MEETING IN PERSON.

Revocability of Proxies and Changes to a Bridgeview Stockholder's Vote

        A holder of Bridgeview voting common stock who has submitted a proxy may revoke it or change the stockholder's vote at any time before its proxy is voted at the Bridgeview special meeting. A holder of Bridgeview voting common stock may revoke its proxy by (i) giving a written notice of revocation to Peter J. Haleas, Chairman of the Board of Directors of Bridgeview, (ii) attending the Bridgeview special meeting in person and voting by ballot at the Bridgeview special meeting, or (iii) by properly submitting to Bridgeview a duly executed proxy bearing a later date. All written notices of revocation and other communications with respect to revocation of proxies should be addressed to Bridgeview as follows: 7940 South Harlem Avenue, Bridgeview, Illinois 60455, Attention: Peter J. Haleas, Chairman of the Board of Directors.

Attending the Bridgeview Special Meeting

        The Bridgeview special meeting will be held at                        , on                        , 2019 at                        Central Time. Subject to space availability, all holders of Bridgeview common stock, including stockholders of record and stockholders who hold their shares through brokers, trusts, banks, nominees or any other holder of record, are invited to attend the Bridgeview special meeting.

        All stockholders must bring an acceptable form of identification, such as a valid driver's license, in order to attend the Bridgeview special meeting in person. If you hold shares in "street name" through a broker, bank or other nominee, and would like to attend the Bridgeview special meeting, you will also need to bring an account statement and a "legal proxy" form from the broker, or other acceptable evidence of ownership of Bridgeview common stock as of the close of business on the Bridgeview record date.

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        Any representative of a stockholder who wishes to attend the special meeting must present acceptable documentation evidencing his or her authority, acceptable evidence of ownership by the holder of shares of Bridgeview common stock and an acceptable form of identification.

        If you have any questions or need assistance in voting your shares, please call Peter J. Haleas, Chairman of the Board of Directors of Bridgeview, at (708) 594-7400.

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THE MERGER

        The following discussion describes certain material information about the merger. We urge you to read carefully this entire document, including the merger agreement and the financial advisor opinion of Sandler delivered to the board of directors of Bridgeview, attached as Appendices A and B, respectively, to this proxy statement/prospectus, for a more complete understanding of the merger.

Terms of the Merger

        First Midwest's board of directors and Bridgeview's board of directors have each unanimously approved and adopted the merger agreement and the transactions contemplated thereby, including the merger. The merger agreement provides for combining our companies through the merger of Bridgeview with and into First Midwest, with First Midwest as the surviving corporation. As a result, the separate existence of Bridgeview will terminate. Following the merger at such time as First Midwest may determine, Bridgeview Bank, Bridgeview's wholly owned bank subsidiary, will merge with and into First Midwest Bank, First Midwest's wholly owned bank subsidiary, with First Midwest Bank being the surviving bank. Following the bank merger, First Midwest Bank will continue its corporate existence as a commercial bank organized under the laws of the State of Illinois. We expect to complete the merger in the second quarter of 2019, although delays may occur.

        Upon completion of the merger, each holder of shares of Bridgeview common stock will receive the merger consideration, consisting of a number of shares of First Midwest common stock in exchange for each share of Bridgeview common stock held immediately prior to the completion of the merger calculated based on the exchange ratio, plus the cash consideration, which amount of cash consideration is subject to adjustment as described in this proxy statement/prospectus.

        The exchange ratio of 0.2767 is not subject to adjustment but the value of the First Midwest common stock to be received by holders of Bridgeview common stock in the merger will fluctuate based on the trading price of First Midwest common stock. The cash consideration of $1.79 per share of Bridgeview common stock is subject to potential increases or decreases based on the occurrence of certain events as provided in the merger agreement. These events and the corresponding adjustments are summarized as follows:

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        Due to the fact that certain of these adjustments may not be determinable prior to the date of the special meeting, at the time of the vote on the merger proposal at the special meeting, stockholders of Bridgeview common stock may not know the amount of cash consideration they will receive as part of the merger consideration. Based on information available as of the date of this proxy statement/prospectus, the range of the adjustments to the cash consideration of $1.79 per share of Bridgeview common stock is reasonably expected to be from no adjustment to the cash consideration to a decrease of $0.            per share of Bridgeview common stock.

        All unvested Bridgeview restricted stock awards outstanding immediately prior to the merger will become fully vested upon completion of the merger, and the holders thereof will be entitled to receive the same merger consideration for the shares of Bridgeview common stock subject to such awards as all other holders of Bridgeview common stock. Additionally, Bridgeview will take all actions necessary to cause the holders of options for Bridgeview common stock to execute agreements prior to the merger to cancel such options in exchange for a lump sum cash payment.

        For additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the merger and the provisions for terminating or amending the merger agreement, see "The Merger Agreement."

Background of the Merger

        As part of its ongoing consideration and evaluation of Bridgeview's long-term business strategy, the board of directors of Bridgeview has engaged in periodic strategic reviews during which the board discussed Bridgeview's strategic direction, performance and prospects in the context of trends and developments in the markets that Bridgeview serves, the banking industry and the regulatory environment. As part of such strategic reviews, the Bridgeview board consulted with its financial and legal advisors, Sandler and Vedder Price. Among other things, these discussions have focused on the highly competitive landscape and recent bank acquisition transactions in the Chicago metropolitan market, as well as possible strategic alternatives available to Bridgeview.

        During recent years, while Bridgeview continued to successfully grow its asset base and operations, Bridgeview's board of directors considered the potential benefits of a business combination and other strategic alternatives with a larger financial institution that would allow Bridgeview to continue providing high-quality and personalized services to its customers while taking advantage of economies of scale. In considering these potential business combinations and strategic alternatives, Bridgeview's board of directors has been focused on providing Bridgeview's stockholders with enhanced liquidity and long-term value.

        In October 2017, Bridgeview's senior management had discussions with Sandler and Vedder Price regarding merger and acquisition activity in the Chicagoland area and then-current transaction pricing for mergers involving community banks. After reviewing and discussing such information, Bridgeview's

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senior management decided that it was in the best interests of Bridgeview and its stockholders to consider strategic alternatives, including potential strategic combinations.

        On October 27, 2017, Bridgeview retained Sandler to contact potential strategic partners that may be interested in an acquisition of Bridgeview. At this time, Bridgeview also requested that Sandler provide a fairness opinion in the event that Bridgeview entered into any potential strategic transaction. During the period between November 20, 2017 and December 22, 2017, Sandler contacted approximately 14 parties to assess their potential interest in an acquisition of Bridgeview. After engaging in these initial discussions with many of these parties, Bridgeview entered into confidentiality agreements with four interested parties. After the confidentiality agreements were signed with these four interested parties, including First Midwest, information was made available to permit the interested parties the opportunity to conduct further preliminary due diligence. This information included a Confidential Information Memorandum ("CIM") and access to a virtual data room. However, the four interested parties did not extend any indications of interest to engage in a strategic acquisition of Bridgeview. Each of the four interested parties, as well as the majority of the other parties that were contacted and did not enter into confidentiality agreements, indicated to Bridgeview that they could not move forward due to their lack of interest in Bridgeview's nationwide residential home mortgage business, which at that time averaged $2.5 billion in annual originations. Consequently, in January 2018, Bridgeview suspended its search for a strategic partner.

        In late March 2018, Bridgeview's senior management believed that industry market conditions had empirically improved and determined that it was in the best interests of Bridgeview and its stockholders to conduct a new assessment of buyer interest. Due to the lack of interest in Bridgeview's residential home mortgage business as shown in the 2017 search for a strategic partner, and upon further discussions with Sandler, Bridgeview's senior management determined that it would be advisable to market Bridgeview without its residential home mortgage division. As part of that discussion, Bridgeview's senior management determined that it would consider selling, dissolving or spinning off its residential home mortgage business into a separate entity in connection with a favorable acquisition offer and directed Sandler to again reach out to potentially interested parties.

        In late March and early April 2018, Sandler reached out to approximately eight potential partners to gauge interest in a potential acquisition of Bridgeview without its residential home mortgage division. Sandler distributed a new CIM and related materials to the original four interested parties, including First Midwest, and one additional party after that party entered into a form of confidentiality agreement. Throughout March, April and May 2018, the five interested parties conducted additional due diligence on Bridgeview and its operations, including meetings with Bridgeview's senior management.

        In early May 2018, two interested parties, which did not include First Midwest, provided preliminary non-binding indications of interest regarding an acquisition of Bridgeview, each on the assumption that any strategic combination would not include Bridgeview's residential home mortgage business. The valuations for these two preliminary indications ranged from $8.00 to $8.64 per share of Bridgeview common stock.

        On or around May 11, 2018, Sandler reviewed and discussed with Bridgeview's senior management the two preliminary non-binding indications of interest received by Bridgeview. Sandler provided Bridgeview's senior management with a summary of the financial terms contained in the indications of interest. Bridgeview's senior management discussed these and other relevant terms with Vedder Price. Sandler also provided Bridgeview's senior management with a summary of First Midwest's continued interest in pursuing an acquisition of Bridgeview and their desire to provide a preliminary indication of interest in late May. After discussing the current and expected indications of interest, Bridgeview's senior management determined that it was in the best interest of Bridgeview and its stockholders to

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allow First Midwest and the two other interested parties ("Party A" and "Party B") to conduct additional due diligence, which was conducted through June 2018.

        Throughout the remainder of May and early June 2018, Sandler provided First Midwest, Party A and Party B with updated bid instructions requesting final bids by mid-June.

        On or prior to June 11, 2018, Bridgeview received a non-binding indication of interest from First Midwest and an update from Party A. Party B failed to submit an updated bid. First Midwest's proposal was a range of $9.17 per share to $9.57 per share of Bridgeview common stock with the actual price subject to potential increase or decrease primarily based upon assumed mark-to-market adjustments for Bridgeview's fixed assets and other real estate owned ("OREO") to be completed prior to signing a definitive agreement and subject to further due diligence. The proposal also indicated that the pricing assumed that Bridgeview's residential home mortgage business would not be included in the transaction. Party A proposed a valuation range of $8.00 per share to $8.50 per share, but identified specific areas of their due diligence which could potentially decrease the purchase price.

        During the next week, Bridgeview met and had discussions with its financial and legal advisors to review each of the updated non-binding indications of interest. During these meetings, Sandler made a presentation outlining the financial terms of each offer. Vedder Price also provided Bridgeview with an overview of certain other terms of each offer. After reviewing each updated offer in detail with its financial and legal advisors, Bridgeview's senior management determined that First Midwest's offer was superior to Party A's offer. Bridgeview's senior management instructed Sandler to further negotiate the terms of First Midwest's offer.

        From late June through mid-August 2018, Bridgeview actively marketed its residential home mortgage division to third parties for a potential sale and took actions to dispose of certain contingent liabilities.

        From late June through mid-August 2018, First Midwest continued its due diligence review of Bridgeview. Between August 17, 2018 and August 22, 2018, First Midwest and Bridgeview, through their respective financial advisors, discussed an update to First Midwest's June non-binding indication of interest based on First Midwest's additional due diligence. On August 22, 2018, First Midwest submitted an updated non-binding indication of interest with a revised purchase price of $8.76 per share of Bridgeview common stock. Pursuant to the terms of this updated non-binding indication of interest, the proposed per share merger consideration would consist of (i) a fixed exchange ratio of 0.2767 shares of First Midwest common stock and (ii) a fixed $1.31 (subject to increase based on Bridgeview achieving year-end adjusted tangible common equity above a targeted level) in cash in exchange for each outstanding share of Bridgeview common stock. The proposal indicated that several items remained to be resolved prior to signing a definitive merger agreement, including the status of the planned disposition of Bridgeview's residential home mortgage business, agreement on the valuation of certain fixed assets, further due diligence around the life insurance contracts, potential pricing adjustments related to the disposition of certain specified OREO properties, Bridgeview's year-end adjusted tangible common equity and other due diligence matters.

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        On August 22, 2018, in connection with the updated non-binding indication of interest, Bridgeview and First Midwest signed a 60-day exclusivity agreement with a 30-day extension period if both parties were proceeding towards a transaction. During late August and early September 2018, First Midwest continued its due diligence review of Bridgeview. In addition, Bridgeview and First Midwest negotiated the material terms of the transaction, including the proposed merger consideration and potential purchase price adjustments, including potential upward and downward adjustments based on whether Bridgeview realized a recovery on the sale of certain OREO, specified Bridgeview Bank premises and identified credit relationships. First Midwest and Bridgeview also discussed purchase price adjustments concerning Bridgeview's contingent liabilities and retention of certain life insurance contracts.

        On September 11, 2018, First Midwest and its outside counsel, Chapman and Cutler, provided an initial draft of the merger agreement to Vedder Price. This draft also included drafts of a form voting agreement, pursuant to which Bridgeview directors, certain senior management and certain other Bridgeview stockholders would vote in favor of the merger and other matters to be voted on in connection with the merger, and a form confidentiality, non-solicitation and non-competition agreement, which all of the directors and certain senior management of Bridgeview would be required to execute. However, the terms of the draft merger agreement and consideration remained subject to further due diligence by First Midwest.

        Throughout September and October 2018, First Midwest continued to conduct due diligence on Bridgeview, including an on-site management due diligence session between the parties on October 3, 2018, and the parties continued to negotiate the material terms of the proposed transaction. In addition, Bridgeview continued with its strategic decision to actively market its residential home mortgage business to potential third party buyers. On October 30, 2018, Bridgeview entered into an asset purchase and assumption agreement to sell substantially all of the assets and liabilities associated with its nationwide residential home mortgage business to a third party buyer.

        In early November 2018, Chapman and Cutler provided Vedder Price with an updated draft of the merger agreement and certain other ancillary documents, including the proposed forms of the voting agreement and the confidentiality, non-solicitation and non-competition agreement. As part of the continuing discussion and negotiation between Bridgeview and First Midwest, and taking into consideration the expected level of Bridgeview's year-end adjusted tangible common equity above a targeted level, the updated draft of the merger agreement included a revised proposed per share merger consideration amount consisting of (i) 0.2767 shares of First Midwest common stock and (ii) approximately $1.79 in cash in exchange for each outstanding share of Bridgeview common stock, subject to the adjustments based as otherwise discussed herein on the realized proceeds from the disposition of certain assets. Following receipt of the updated draft merger agreement, the parties continued to negotiate the terms of the proposed transaction.

        Throughout November 2018, the parties continued to negotiate the material terms of the proposed transaction, including in-person negotiation sessions on November 2, 2018 and November 26, 2018 and otherwise exchanging various drafts of the merger agreement and ancillary documents. The parties negotiated extensively, among other items, the contents of the representations and warranties, certain adjustments relating to the cash component of the per share merger consideration, closing conditions, covenants regarding real estate, and certain employment matters. During this time, the parties agreed that the cash consideration amount of the per share merger consideration would be subject to upward or downward pricing adjustments at closing with respect to certain OREO and if Bridgeview failed to dispose of its residential home mortgage business, specified Bridgeview Bank premises or identified life insurance contracts. In addition, the cash consideration amount of the per share merger consideration would be subject to upward or downward pricing adjustments depending upon the amount of the adjusted tangible common equity as of December 31, 2018.

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        On November 14, 2018, First Midwest's board of directors met with members of First Midwest's executive management team. At this meeting, First Midwest's board of directors considered the proposed transaction and discussed, among other things, the then-current draft of the merger agreement, the strategic rationale, financial terms, consideration and integration risk for the transaction. First Midwest's executive management team communicated, and the board of directors also considered, the advice of Stephens, Inc. ("Stephens"), First Midwest's financial advisor, and Chapman and Cutler, First Midwest's legal advisor, with respect to the proposed transaction. Following these discussions, First Midwest's board of directors unanimously approved and adopted the merger agreement and the transactions contemplated thereby, and declared the merger and other transactions contemplated by the merger agreement to be advisable and in the best interests of First Midwest and its stockholders. First Midwest's board of directors then directed management and its advisors to finalize and execute a definitive merger agreement, subject to final approval by First Midwest's chairman of the board of directors. First Midwest's chairman of the board of directors subsequently confirmed approval of the merger agreement prior to execution on December 6, 2018. The board of directors of First Midwest Bank also unanimously approved the bank merger and recommended to its sole stockholder, First Midwest, that it approve the bank merger, which was subsequently approved by First Midwest.

        On November 29, 2018, Bridgeview's board of directors held a special meeting to consider the terms of the proposed merger with First Midwest, including the merger agreement. As an initial matter, Vedder Price directed the attention of Bridgeview's board of directors to a memorandum summarizing the board of directors' fiduciary duties and reviewed the memorandum with the directors in connection with their review and consideration of the transaction and the terms of the proposed merger with First Midwest. Bridgeview's board of directors was reminded that this information regarding the board of directors' fiduciary duties had been provided and discussed at prior board meetings.

        Following this discussion, representatives of Sandler reviewed the financial aspects of the proposed merger and discussed in detail their financial analyses as of the date of the meeting, including those described under "—Opinion of Bridgeview's Financial Advisor." In particular, it was noted that the implied aggregate transaction value, on a fully diluted basis and based on the contemporaneous trading price of First Midwest common stock, was approximately $151.7 million, with approximately 78% of the merger consideration payable in shares of First Midwest common stock and approximately 22% in cash. The implied value to Bridgeview on a per share basis was $8.22 per share as of November 28, 2018. At this meeting, Sandler delivered an oral opinion to the board (which was subsequently confirmed in a written opinion, dated as of December 6, 2018) to the effect that, based upon and subject to various assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken as described in its opinion, the per share merger consideration was fair, from a financial point of view, to the holders of Bridgeview common stock, as described under "—Opinion of Bridgeview's Financial Advisor."

        After further discussion among members of Bridgeview's board of directors, Vedder Price led a comprehensive review of the definitive transaction documents, including the merger agreement, and directed the attention of the board of directors of Bridgeview to a memorandum summarizing the terms of the merger agreement that had been provided to each member of the board.

        During the meeting, Bridgeview's management and financial advisors reported on, and the board of directors of Bridgeview discussed in detail, the reverse due diligence process undertaken by Bridgeview and its advisors with respect to First Midwest. Bridgeview's management reported favorably regarding the complementary culture and business objectives of First Midwest and Bridgeview, noting that the respective customer focus, geographic coverage and historical relationships with borrowers and customers of First Midwest and Bridgeview evidenced that the two companies shared a similar business orientation.

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        Following extensive discussion and after considering the foregoing and the proposed terms of the transaction documents, and taking into account the strategic rationale, financial terms, consideration, integration risk and business rationale of consummating a merger with First Midwest, including the factors described in the section titled "—Bridgeview's Reasons for the Merger and Recommendation of the Board of Directors of Bridgeview," the board of directors, having determined that the terms of First Midwest's proposal, the related merger agreement and the transactions contemplated thereby, including the merger, were fair to and in the best interests of Bridgeview and its stockholders, unanimously approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger and the per share merger consideration, at the meeting. The board directed that the merger agreement be submitted to holders of Bridgeview's voting common stock for approval, and recommended that holders of Bridgeview voting common stock vote in favor of the approval of the merger agreement and the transactions contemplated thereby.

        Between November 29, 2018 and December 6, 2018, the parties continued to discuss and finalize the terms of the proposed transaction.

        In early December 2018, certain holders of Bridgeview voting common stock and Series A non-voting common stock entered into non-disclosure agreements with Bridgeview so as to provide Bridgeview's management the ability to discuss the proposed transaction with those Bridgeview stockholders and request that such parties execute voting agreements, pursuant to which those certain Bridgeview stockholders would vote in favor of the merger and other matters to be voted upon in connection with the merger.

        The merger agreement and related documents were executed by the parties on December 6, 2018. The transaction was announced the evening of December 6, 2018 in a press release issued by First Midwest.

First Midwest's Reasons for the Merger

        In reaching its decision to adopt and approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the First Midwest board of directors evaluated the merger in consultation with First Midwest management and considered information provided by First Midwest's financial and legal advisors, as well as a number of factors, including the following material factors:

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        First Midwest's board of directors believes that the merger and the merger agreement are advisable and in the best interests of First Midwest and its stockholders.

        The foregoing discussion of the information and factors considered by First Midwest's board of directors is not intended to be exhaustive, but includes a description of all material factors considered by First Midwest's board of directors. First Midwest's board of directors further considered various risks and uncertainties related to each of these factors and the ability to complete the merger. In view of the wide variety of factors considered by First Midwest's board of directors in connection with its evaluation of the merger, First Midwest's board of directors did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered. In considering the factors described above, individual directors may have given differing weights to different factors. First Midwest's board of directors collectively made its determination with respect to

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the merger based on the conclusion reached by its members, based on the factors that each of them considered appropriate, that the merger is in the best interests of First Midwest stockholders and that the benefits expected to be achieved from the merger outweigh the potential risks and vulnerabilities.

        It should be noted that this explanation of the First Midwest board of directors' reasoning and all other information presented in this section includes information that is forward-looking in nature, and, therefore, should be read in light of the factors discussed under the heading "Cautionary Statement Regarding Forward-Looking Statements."

Bridgeview's Reasons for the Merger and Recommendation of the Board of Directors of Bridgeview

        After careful consideration, the Bridgeview board of directors, at a meeting held on November 29, 2018, unanimously determined that the merger agreement and the transactions contemplated by the merger agreement were advisable and in the best interests of Bridgeview and its stockholders and approved the merger agreement and the transactions contemplated by the merger agreement, including the merger. The Bridgeview board of directors has concluded that the merger offers Bridgeview stockholders an attractive opportunity to achieve the board of directors' strategic business objectives, including increasing stockholder value and enhancing liquidity for Bridgeview stockholders. In addition, the Bridgeview board of directors believes that the customers and communities served by Bridgeview Bank will benefit from the merger. Accordingly, the Bridgeview board of directors recommends that Bridgeview stockholders vote "FOR" approval and adoption of the merger agreement at the Bridgeview special meeting.

        In reaching its decision, the Bridgeview board of directors, with advice from Bridgeview's management, as well as its legal counsel, Vedder Price, and financial advisor, Sandler, considered a number of financial, legal and market factors, including the following:

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        The foregoing discussion of the information and factors considered by Bridgeview's board of directors is not intended to be exhaustive, but includes a summary description of all material factors considered by Bridgeview's board of directors. Bridgeview's board of directors in approving the merger agreement further considered various risks and uncertainties related to each of these factors and the ability to complete the merger. In view of the wide variety of factors considered by Bridgeview's board of directors in connection with its evaluation of the merger, Bridgeview's board of directors did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered. In considering the factors described above, individual directors may have given differing weights to different factors. Bridgeview's board of directors collectively made its determination with respect to the merger based on the conclusion reached by its members, in light of factors that each of them considered appropriate, that the merger is in the best interests of Bridgeview and Bridgeview stockholders and that the benefits expected to be achieved from the merger outweigh the potential risks and vulnerabilities. The Bridgeview board of directors realized that there can be no assurance about future results, including results expected or considered in the factors listed above.

        After considering the foregoing and other relevant factors and risks, and their overall impact on the stockholders and other constituencies of Bridgeview, Bridgeview's board of directors concluded that the anticipated benefits of the merger outweighed the anticipated risks of the transaction. Accordingly, Bridgeview's board of directors unanimously approved the merger agreement and the merger, and the board of directors unanimously recommends that Bridgeview stockholders vote "FOR" the proposal to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger, and "FOR" the Bridgeview adjournment proposal.

        It should be noted that this explanation of the Bridgeview board of directors' reasoning and all other information presented in this section includes information that is forward-looking in nature, and, therefore, should be read in light of the factors discussed under the heading "Cautionary Statement Regarding Forward-Looking Statements."

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Opinion of Bridgeview's Financial Advisor

        Bridgeview retained Sandler to act as financial advisor to Bridgeview's board of directors in connection with Bridgeview's consideration of a possible business combination. Bridgeview selected Sandler as its financial advisor because Sandler is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Sandler is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

        Sandler acted as financial advisor to Bridgeview in connection with the proposed merger and participated in certain of the negotiations leading to the execution of the merger agreement. At the November 29, 2018 meeting at which Bridgeview's board of directors considered the merger and the merger agreement, Sandler delivered to the board of directors its oral opinion, which was subsequently confirmed in writing on December 6, 2018, to the effect that, as of December 6, 2018, the merger consideration per share of Bridgeview common stock, as may be adjusted in accordance with the terms of the merger agreement, was fair to the holders of Bridgeview common stock from a financial point of view. The full text of Sandler's opinion is attached as Appendix B to this proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of Bridgeview common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

        Sandler's opinion speaks only as of the date of the opinion. The opinion was directed to Bridgeview's board of directors in connection with its consideration of the merger agreement and the merger and does not constitute a recommendation to any stockholder of Bridgeview as to how such stockholder should vote at any meeting of stockholders called to consider and vote upon the approval of the merger. Sandler's opinion was directed only to the fairness, from a financial point of view, of the per share merger consideration to the holders of Bridgeview common stock and did not address the underlying business decision of Bridgeview to engage in the merger, the form or structure of the merger or the other transactions contemplated in the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for Bridgeview or the effect of any other transaction in which Bridgeview might engage. Sandler also did not express any opinion as to the amount of compensation to be received in the merger by any officer, director, or employee of Bridgeview or First Midwest, or class of such persons, if any, relative to the amount of compensation to be received by any other stockholder. Sandler's opinion was approved by Sandler's fairness opinion committee.

        In connection with its opinion, Sandler reviewed and considered, among other things:

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        Sandler also discussed with certain members of senior management of Bridgeview the business, financial condition, results of operations and prospects of Bridgeview and held similar discussions with certain members of senior management of First Midwest and its representatives regarding the business, financial condition, results of operations and prospects of First Midwest.

        In performing its review, Sandler relied upon the accuracy and completeness of all of the financial and other information that was available to and reviewed by Sandler from public sources, that was provided to Sandler by Bridgeview or First Midwest or their respective representatives, or that was otherwise reviewed by Sandler and Sandler assumed such accuracy and completeness for purposes of rendering its opinion without any independent verification or investigation. Sandler further relied on the assurances of the respective senior managements of Bridgeview and First Midwest that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading. Sandler was not asked to undertake, and did not undertake, an independent verification of any of such information and Sandler did not assume any responsibility or liability for the accuracy or completeness thereof. Sandler did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of Bridgeview Bancorp, Inc. or First Midwest, or any of their respective subsidiaries, nor was Sandler furnished with any such evaluations or appraisals. Sandler O'Neill rendered no opinion or evaluation on the collectability of any assets or the future performance of any loans of Bridgeview or First Midwest. Sandler did not make an independent evaluation of the adequacy of the allowance for loan losses of Bridgeview or First Midwest, or the combined entity after the merger, and Sandler did not review any individual credit files relating to Bridgeview or First Midwest. Sandler assumed, with Bridgeview's consent, that the respective allowances for loan losses for both Bridgeview and First Midwest were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.

        In preparing its analyses, Sandler used certain internal financial projections for Bridgeview for the years ending December 31, 2018 through December 31, 2023, as provided by the senior management of Bridgeview. In addition, Sandler used publicly available mean analyst earnings per share and dividends per share estimates for First Midwest for the years ending December 31, 2018, December 31, 2019 and

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December 31, 2020, as well as an estimated long-term earnings per share growth rate and dividend payout ratio for First Midwest for the years thereafter, as reviewed with the senior management First Midwest. Sandler also received and used in its pro forma analyses the Pro Forma Assumptions, as reviewed with the senior management of First Midwest. With respect to the foregoing information, the respective senior managements of Bridgeview and First Midwest confirmed to Sandler that such information reflected (or, in the case of the publicly available consensus mean analyst estimates referred to above, were consistent with) the best currently available projections, estimates and judgments of those respective senior managements as to the future financial performance of Bridgeview and First Midwest, respectively, and the other matters covered thereby, and Sandler assumed that the future financial performance reflected in such information would be achieved. Sandler expressed no opinion as to such information, or the assumptions on which such information was based. Sandler also assumed that there had been no material change in the respective assets, financial condition, results of operations, business or prospects of Bridgeview or First Midwest since the date of the most recent financial statements made available to Sandler. Sandler assumed in all respects material to Sandler's analysis that Bridgeview and First Midwest would remain as going concerns for all periods relevant to Sandler's analysis.

        Sandler also assumed, with Bridgeview's consent, that (i) each of the parties to the merger agreement would comply in all material respects with all material terms and conditions of the merger agreement and all related agreements, that all of the representations and warranties contained in such agreements were true and correct in all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements were not and would not be waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Bridgeview, First Midwest or the merger or any related transactions, and (iii) the merger and any related transactions would be consummated in accordance with the terms of the merger agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Finally, with Bridgeview's consent, Sandler relied upon the advice that Bridgeview received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the merger and the other transactions contemplated by the merger agreement. Sandler expressed no opinion as to any such matters.

        Sandler's opinion was necessarily based on financial, regulatory, economic, market and other conditions as in effect on, and the information made available to Sandler as of, the date thereof. Events occurring after the date thereof could materially affect Sandler's opinion. Sandler has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date thereof. Sandler expressed no opinion as to the trading value of First Midwest common stock at any time or what the value of First Midwest common stock would be once it is actually received by the holders of Bridgeview common stock.

        In rendering its opinion, Sandler performed a variety of financial analyses. The summary below is not a complete description of all the analyses underlying Sandler's opinion or the presentation made by Sandler to Bridgeview's board of directors, but is a summary of the material analyses performed and presented by Sandler. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Sandler believes that its analyses must be considered as a whole and that selecting portions

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of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in Sandler's comparative analyses described below is identical to Bridgeview or First Midwest and no transaction is identical to the merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or merger transaction values, as the case may be, of Bridgeview and First Midwest and the companies to which they were compared. In arriving at its opinion, Sandler did not attribute any particular weight to any analysis or factor that it considered. Rather, Sandler made qualitative judgments as to the significance and relevance of each analysis and factor. Sandler did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its opinion, rather, Sandler made its determination as to the fairness of the per share merger consideration to the holders of Bridgeview common stock on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

        In performing its analyses, Sandler also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of Bridgeview, First Midwest, and Sandler. The analyses performed by Sandler are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Sandler prepared its analyses solely for purposes of rendering its opinion and provided such analyses to Bridgeview's board of directors at its November 29, 2018 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Sandler's analyses do not necessarily reflect the value of Bridgeview common stock or First Midwest common stock or the prices at which Bridgeview or First Midwest common stock may be sold at any time. The analyses of Sandler and its opinion were among a number of factors taken into consideration by Bridgeview's board of directors in making its determination to approve the merger agreement and the analyses described below should not be viewed as determinative of the decision of Bridgeview's board of directors with respect to the fairness of the merger.

        Sandler reviewed the financial terms of the proposed transaction. Sandler calculated an implied purchase price per share of $8.22, or an aggregate implied transaction value of approximately $151.7 million, consisting of the sum of (i) the implied value of 0.2767 shares of First Midwest common stock based on the closing price of First Midwest common stock on November 28, 2018, plus (ii) $1.79 (which amount of cash is subject to certain adjustments as discussed in this proxy statement/prospectus). Based upon financial information for Bridgeview as of or for the most recent available completed quarter ("MRQ") ended September 30, 2018, and internal financial projections for

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Bridgeview for the year ending December 31, 2019, as provided by the senior management of Bridgeview, Sandler calculated the following implied transaction metrics:

Transaction Value / Normalized YTD Earnings Annualized(1)

    14.3 x

Transaction Value / Estimated 2019E Earnings(2)

    15.4 x

Transaction Value / September 30, 2018 Book Value

    134 %

Transaction Value / September 30, 2018 Tangible Book Value

    134 %

Transaction Value / Core Deposits (Excludes time deposits greater than $100k)(3)

    4.1 %

Transaction Value / Adjusted Core Deposits(4)

    5.2 %

(1)
As provided by Bridgeview management, excludes $214,000 of year-to-date net income related to Bridgeview s residential home mortgage business.

(2)
As provided by Bridgeview management.

(3)
Core deposits defined as total deposits, less time deposit accounts with a balance of at least $100,000.

(4)
Adjusted core deposits exclude time deposit accounts with a balance of at least $100,000, $80 million of select Bridgeview identified deposit accounts and $109.7 million of flex deposits, which First Midwest management deems non-core.

Stock Trading History

        Sandler reviewed the historical publicly reported trading price of First Midwest common stock for the three-year period ended November 28, 2018. Sandler then compared the relationship between the movements in the price of First Midwest common stock to movements in the First Midwest peer group selected by Sandler (as described below) as well as certain stock indices.


First Midwest's Three-Year Stock Performance

 
  Beginning Value
November 27, 2015
  Ending Value
November 28, 2018
 

First Midwest. 

    100 %   118.6 %

SNL U.S. Bank

    100 %   130.2 %

First Midwest Selected Peer Group

    100 %   106.7 %

        Sandler used publicly available information to compare selected financial information for Bridgeview with a group of financial institutions selected by Sandler. The Bridgeview selected peer group included 16 United States financial institutions headquartered in the Midwest states (Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota, Missouri, Nebraska, Ohio, South Dakota, Wisconsin) with securities publicly traded on major United States exchanges and total assets between $1.0 billion and $2.0 billion, but excluded targets of announced merger transactions, Farmers &

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Merchants Bancorp, Inc. and Waterstone Financial, Inc. (the "Bridgeview Selected Peer Group"). The Bridgeview Selected Peer Group consisted of the following companies:

Southern Missouri Bancorp, Inc.   Hawthorn Bancshares, Inc.

Macatawa Bank Corporation

 

Ames National Corporation

First Business Financial Services, Inc.

 

Level One Bancorp, Inc.

Bridgewater Bancshares, Inc.

 

Mackinac Financial Corporation

Bank First National Corporation

 

Middlefield Banc Corp.

LCNB Corp.

 

Limestone Bancorp, Inc.

BankFinancial Corporation

 

First Savings Financial Group, Inc.

County Bancorp, Inc.

 

Ohio Valley Banc Corp.

        The analysis compared publicly available financial information for Bridgeview with the corresponding data for the Bridgeview Selected Peer Group as of or for the twelve months ended September 30, 2018 (unless otherwise indicated), with pricing data as of November 28, 2018. The table below sets forth the data for Bridgeview and the high, low, mean, and median data for the Bridgeview Selected Peer Group.


Bridgeview Selected Peer Group Analysis

 
  Bridgeview   Bridgeview
Selected Peer
Group High
  Bridgeview
Selected Peer
Group Low
  Bridgeview
Selected Peer
Group Mean
  Bridgeview
Selected Peer
Group Median
 

Total Assets ($ millions)

    1,264     1,944     1,034     1,498     1,483  

Loans / Deposits

    87.8 %   113.5 %   71.7 %   94.4 %   96.5 %

Non-Performing Assets(1) / Total Assets

    1.31 %   2.38 %   0.04 %   0.78 %   0.62 %

Tangible Common Equity / Tangible Assets

    8.9 %   12.5 %   6.5 %   9.5 %   9.5 %

Tier 1 Risk Based Capital Ratio

    14.1 %   16.7 %   9.5 %   13.2 %   12.5 %

Total Risk Based Capital Ratio

    14.9 %   17.4 %   10.9 %   14.2 %   13.8 %

YTD Return on Average Assets ("ROAA")(2)

    0.87 %   1.49 %   0.59 %   1.09 %   1.05 %

YTD Return on Average Tangible Common Equity ("ROATCE")(2)

    9.8 %   18.1 %   7.4 %   11.9 %   11.6 %

YTD Net Interest Margin

    3.78 %   4.37 %   2.92 %   3.69 %   3.74 %

YTD Efficiency Ratio

    66.7 %   74.0 %   40.7 %   62.1 %   63.4 %

Stock Price / Tangible Book Value

        215 %   105 %   152 %   149 %

Stock Price / YTD Annualized Earnings Per Share

        18.9 x   9.6 x   13.7 x   13.3 x

Stock Price / Mean Consensus Analyst 2019E Earnings Per Share

        16.0 x   10.0 x   11.9 x   11.8 x

Stock Price / Mean Consensus Analyst 2020E Earnings Per Share

        14.9 x   9.1 x   10.9 x   10.5 x

Current Dividend Yield

        4.1 %   0.0 %   1.9 %   2.0 %

Market Capitalization ($ millions)

        368     92     218     198  

(1)
Excluded restructured loans.

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(2)
Bridgeview YTD earnings excludes $214,000 of net income related to Bridgeview's residential home mortgage business.

(3)
Excludes non-interest income and non-interest expense related to Bridgeview's residential home mortgage business.

        Sandler used publicly available information to perform a similar analysis for First Midwest by comparing selected financial information for First Midwest with a group of financial institutions selected by Sandler. The First Midwest Selected peer group included 20 United States financial institutions with securities publicly traded on major United States exchanges and assets between $12.5 billion and $20.0 billion (the "First Midwest Selected Peer Group"). The First Midwest Selected Peer Group consisted of the following companies:

First Hawaiian, Inc.   Bank of Hawaii Corporation

United Bankshares, Inc.

 

Cathay General Bancorp

Flagstar Bancorp, Inc.

 

Simmons First National Corp.

Old National Bancorp

 

Washington Federal, Inc.

Home BancShares, Inc.

 

Hope Bancorp, Inc.

South State Corporation

 

Union Bankshares Corporation

First Financial Bancorp.

 

First Interstate BancSystem, Inc.

Hilltop Holdings Inc.

 

Columbia Banking System, Inc.

Trustmark Corporation

 

Renasant Corporation

 

 

WesBanco, Inc.

        The analysis compared publicly available financial information for First Midwest with the corresponding data for the First Midwest Selected Peer Group as of or for the twelve months ended September 30, 2018 (unless otherwise indicated), with pricing data as of November 28, 2018. The table below sets forth the data for First Midwest and the high, low, mean, and median data for the First Midwest Selected Peer Group. Certain financial data prepared by Sandler, as referenced in the table presented below, may not correspond to the data presented in First Midwest's historical financial statements, as a result of the different periods, assumptions and methods used by Sandler to compute the financial data presented.

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First Midwest Selected Peer Group Analysis

 
  First Midwest   First Midwest
Selected
Peer Group
High
  First Midwest
Selected
Peer Group
Low
  First Midwest
Selected
Peer Group
Mean
  First Midwest
Selected
Peer Group
Median
 

Total Assets ($ millions)

    14,961     19,984     12,599     15,451     15,071  

Loans / Deposits

    95.9 %   101.9 %   68.9 %   89.1 %   90.2 %

Non-Performing Assets(1) / Total Assets

    0.51 %   0.87 %   0.06 %   0.40 %   0.33 %

Tangible Common Equity / Tangible Assets

    8.2 %   12.0 %   7.2 %   9.1 %   8.9 %

Tier 1 Risk Based Capital Ratio

    10.3 %   17.4 %   9.8 %   12.6 %   12.3 %

Total Risk Based Capital Ratio

    12.3 %   17.9 %   12.1 %   14.0 %   13.8 %

YTD Return on Average Assets ("ROAA")

    1.07 %   2.11 %   0.96 %   1.30 %   1.30 %

YTD Return on Average Tangible Common Equity ("ROATCE")

    14.0 %   24.4 %   8.1 %   15.4 %   15.5 %

YTD Net Interest Margin

    3.87 %   4.45 %   2.87 %   3.68 %   3.63 %

YTD Efficiency Ratio

    57.7 %   87.5 %   37.4 %   56.5 %   55.2 %

Stock Price / Tangible Book Value

    205 %   273 %   115 %   205 %   210 %

Stock Price / YTD Annualized Earnings Per Share

    15.4 x   17.3 x   10.3 x   13.9 x   14.5 x

Stock Price / Mean Consensus Analyst 2019E Earnings Per Share

    11.7 x   17.3 x   10.3 x   13.9 x   14.5 x

Stock Price / Mean Consensus Analyst 2020E Earnings Per Share

    11.0 x   14.4 x   9.2 x   12.3 x   12.3 x

Current Dividend Yield

    2.1 %   3.8 %   0.0 %   2.1 %   2.5 %

Market Capitalization ($ millions)

    2,472     3,684     1,656     2,619     1,654  

(1)
Excluded restructured loans.

        Sandler reviewed a group of nationwide merger and acquisition transactions consisting of bank and thrift transactions announced between July 1, 2015 and November 28, 2018 with target company assets between $1.0 billion and $2.5 billion and target NPA / Assets greater than 1.00% (the "Nationwide Precedent Transactions").

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        The Nationwide Precedent Transactions group was composed of the following transactions:

Acquiror   Target
Enterprise Financial Services   Trinity Capital Corp.

MidWestOne Financial Group Inc.

 

ATBancorp

WesBanco Inc.

 

Farmers Capital Bank Corp.

Renasant Corp.

 

Brand Group Holdings Inc.

TriCo Bancshares

 

FNB Bancorp

IBERIABANK Corp.

 

Gibraltar Private B&TC

CenterState Bank Corp.

 

HCBF Holding Co.

Berkshire Hills Bancorp Inc.

 

Commerce Bancshares Corp.

Veritex Holdings Inc.

 

Sovereign Bancshares Inc.

Simmons First National Corp.

 

Southwest Bancorp Inc.

Southern National Bancorp of Virginia, Inc.

 

Eastern Virginia Bankshares

Independent Bank Group Inc.

 

Carlile Bancshares Inc.

Access National Corp.

 

Middleburg Financial Corp.

First Midwest Bancorp Inc.

 

Standard Bancshares Inc.

Berkshire Hills Bancorp Inc.

 

First Choice Bank

WesBanco Inc.

 

Your Community Bankshares Inc.

Hampton Roads Bankshares Inc.

 

Xenith Bankshares Inc.

Old National Bancorp

 

Anchor BanCorp Wisconsin Inc.

Univest Corp. of Pennsylvania

 

Fox Chase Bancorp Inc.

Great Western Bancorp

 

HF Financial Corp.

Capital Bank Financial Corp.

 

CommunityOne Bancorp

Bank of the Ozarks Inc.

 

C1 Financial Inc.

        Using the latest publicly available information prior to the announcement of the relevant transaction, Sandler reviewed the following transaction metrics: transaction price to last-twelve-months earnings per share, transaction price to book value per share, transaction price to tangible book value per share and core deposit premium (to the extent publicly available). Sandler compared the indicated

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transaction metrics for the merger to the high, low, mean and median metrics of the Nationwide Precedent Transactions.

 
  First Midwest /
Bridgeview(1)
  Nationwide
Precedent
Transactions
High
  Nationwide
Precedent
Transactions
Low
  Nationwide
Precedent
Transactions
Mean
  Nationwide
Precedent
Transactions
Median
 

Transaction value / LTM earnings per share

    17.5 x(2)   54.2 x   14.5 x   25.9 x   24.2 x

Transaction value / Book value per share

    134 %   249 %   99 %   164 %   155 %

Transaction value / Tangible book value per share

    134 %   260 %   110 %   174 %   166 %

Core deposit premium

    5.2 %(3)   21.2 %   1.5 %   10.7 %   9.9 %

(1)
Based on financial data as of September 30, 2018, $1.79 of cash per diluted share of Bridgeview common stock plus the 0.2767 exchange ratio applied to First Midwest's share price of $23.24 as of November 28, 2018.

(2)
Bridgeview LTM earnings normalized for DTA write-down due to tax reform also excludes $5.5 million of one time expense due to the termination of Bridgeview's pension plan and $1.9 million of LTM net income of Bridgeview's residential home mortgage business.

(3)
Core deposits exclude time deposit accounts with a balance of at least $100,000, $80 million of select Bridgeview identified deposit accounts and $109.7 million of flex deposits, which First Midwest management deemed non-core; core deposit premium of 4.1% with core deposits defined as total deposits, less time deposit accounts with a balance of at least $100,000.

Net Present Value Analyses

        Sandler performed an analysis that estimated the net present value per share of Bridgeview common stock, assuming Bridgeview performed in accordance with internal financial projections for Bridgeview for the years ending December 31, 2018 through December 31, 2022, as provided by the senior management of Bridgeview. To approximate the terminal value of a share of Bridgeview common stock at December 31, 2022, Sandler applied price to 2022 earnings multiples ranging from 12.0x to 17.0x and multiples of December 31, 2022 tangible book value ranging from 120% to 170%. The terminal values were then discounted to present values using different discount rates ranging from 11.0% to 15.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Bridgeview common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of Bridgeview common stock of $4.35 to $7.16 when applying multiples of earnings per share and $6.09 to $10.04 when applying multiples of tangible book value per share.


Imputed Present Values per Share Based on Earnings Multiples:

Discount Rate
  12.0x   13.0x   14.0x   15.0x   16.0x   17.0x  

11.0%

  $ 5.05   $ 5.47   $ 5.90   $ 6.32   $ 6.74   $ 7.16  

12.0%

    4.86     5.27     5.68     6.08     6.49     6.89  

13.0%

    4.68     5.07     5.46     5.86     6.25     6.64  

14.0%

    4.51     4.89     5.26     5.64     6.02     6.39  

15.0%

    4.35     4.71     5.07     5.43     5.80     6.16  

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Imputed Present Values per Share Based on Tangible Book Multiples

Discount Rate
  120%   130%   140%   150%   160%   170%  

11.0%

  $ 7.08   $ 7.67   $ 8.26   $ 8.86   $ 9.45   $ 10.04  

12.0%

    6.82     7.39     7.96     8.52     9.09     9.66  

13.0%

    6.57     7.11     7.66     8.21     8.76     9.30  

14.0%

    6.33     6.85     7.38     7.91     8.43     8.96  

15.0%

    6.09     6.60     7.11     7.62     8.13     8.63  

        Sandler also considered and discussed with Bridgeview's board of directors how this analysis would be affected by changes in the underlying assumptions, including variations with respect to earnings. To illustrate this impact, Sandler performed a similar analysis, assuming Bridgeview's earnings varied from 15% above projections to 15% below projections. This analysis resulted in the following range of per share values for Bridgeview common stock, applying the price to 2022 earnings multiples range of 12.0x to 17.0x referred to above and a discount rate of 12.68%.


Imputed Present Values per Share Based on Earnings Multiples

Annual Estimate Variance
  12.0x   13.0x   14.0x   15.0x   16.0x   17.0x  

(15.0%)

  $ 4.03   $ 4.37   $ 4.70   $ 5.04   $ 5.37   $ 5.71  

(10.0%)

    4.27     4.62     4.98     5.33     5.69     6.04  

(5.0%)

    4.50     4.88     5.25     5.63     6.01     6.38  

0.0%

    4.74     5.14     5.53     5.93     6.32     6.72  

5.0%

    4.98     5.39     5.81     6.22     6.64     7.05  

10.0%

    5.22     5.65     6.08     6.52     6.95     7.39  

15.0%

    5.45     5.91     6.36     6.82     7.27     7.72  

        Sandler also performed an analysis that estimated the net present value per share of First Midwest common stock, assuming that First Midwest performed in accordance with publicly available mean analyst earnings per share and dividend per share estimates for First Midwest for the years ending December 31, 2018, December 31, 2019 and December 31, 2020, as well as an estimated long-term earnings per share growth rate and dividend payout ratio for First Midwest for the years thereafter, as reviewed with the senior management of First Midwest. To approximate the terminal value of a share of First Midwest common stock at December 31, 2022, Sandler applied price to 2022 earnings multiples ranging from 12.0x to 17.0x and multiples of December 31, 2022 tangible book value ranging from 180% to 230%. The terminal values were then discounted to present values using different discount rates ranging from 9.0% to 13.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of First Midwest common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of First Midwest common stock of $18.69 to $29.96 when applying multiples of earnings per share and $21.63 to $31.58 when applying multiples of tangible book value per share.


Imputed Present Values per Share Based on Earnings Multiples:

Discount Rate
  12.0x   13.0x   14.0x   15.0x   16.0x   17.0x  

9.0%

  $ 21.67   $ 23.33   $ 24.99   $ 26.65   $ 28.31   $ 29.96  

10.0%

    20.87     22.47     24.06     25.66     27.25     28.85  

11.0%

    20.11     21.65     23.18     24.72     26.25     27.79  

12.0%

    19.38     20.86     22.34     23.82     25.29     26.77  

13.0%

    18.69     20.11     21.54     22.96     24.38     25.80  

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Imputed Present Values per Share Based on Tangible Book Multiples

Discount Rate
  180%   190%   200%   210%   220%   230%  

9.0%

  $ 25.10   $ 26.39   $ 27.69   $ 28.98   $ 30.28   $ 31.58  

10.0%

    24.17     25.41     26.66     27.91     29.15     30.40  

11.0%

    23.28     24.48     25.68     26.88     28.08     29.28  

12.0%

    22.43     23.59     24.74     25.90     27.05     28.21  

13.0%

    21.63     22.74     23.85     24.96     26.08     27.19  

        Sandler also considered and discussed with Bridgeview's board of directors how this analysis would be affected by changes in the underlying assumptions, including variations with respect to earnings. To illustrate this impact, Sandler performed a similar analysis assuming First Midwest's earnings varied from 15% above estimates to 15% below estimates. This analysis resulted in the following range of per share values for First Midwest common stock, applying the price to 2022 earnings multiples range of 12.0x to 17.0x referred to above and a discount rate of 11.06%.


Imputed Present Values per Share Based on Earnings Multiples:

Annual Estimate Variance
  12.0x   13.0x   14.0x   15.0x   16.0x   17.0x  

(15.0%)

  $ 17.31   $ 18.61   $ 19.92   $ 21.22   $ 22.52   $ 23.82  

(10.0%)

    18.23     19.61     20.99     22.37     23.75     25.13  

(5.0%)

    19.15     20.61     22.06     23.52     24.97     26.43  

0.0%

    20.07     21.60     23.13     24.67     26.20     27.73  

5.0%

    20.99     22.60     24.21     25.81     27.42     29.03  

10.0%

    21.91     23.59     25.28     26.96     28.65     30.33  

15.0%

    22.83     24.59     26.35     28.11     29.87     31.64  

        Sandler noted that the net present value analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results.

        Sandler analyzed certain potential pro forma effects of the merger on First Midwest, assuming the merger closed at the end of the fourth calendar quarter of 2018. Sandler utilized the following information and assumptions: (a) publicly available consensus mean analyst earnings per share and dividends per share estimates for First Midwest for the years ending December 31, 2018, December 31, 2019 and December 31, 2020, as well as an estimated long-term earnings per share and dividend payout ratio for First Midwest for the years thereafter, as reviewed with the senior management of First Midwest; (b) internal earnings per share projections for Bridgeview for the years ending December 31, 2018 through December 31, 2023, as provided by the senior management of Bridgeview; and (c) certain assumptions relating to transaction expenses, purchase accounting adjustments and cost savings, as reviewed with the senior management of First Midwest. The analysis indicated that the merger could be accretive to First Midwest's estimated earnings per share (excluding one-time transaction costs and expenses) from December 31, 2020 through December 31, 2023 and dilutive to First Midwest's estimated tangible book value per share at close and at December 31, 2019, December 31, 2020 and December 31, 2021 and accretive to First Midwest's estimated tangible book value per share at December 31, 2022 through December 31, 2023.

        In connection with this analysis, Sandler considered and discussed with Bridgeview's board of directors how the analysis would be affected by changes in the underlying assumptions, including the impact of final purchase accounting adjustments determined at the closing of the merger, and noted that the actual results achieved by the combined company may vary from projected results and the variations may be material.

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        Sandler is acting as Bridgeview's financial advisor in connection with the merger and will receive a fee for such services, which fee is contingent upon the closing of the merger. At the time of announcement of the merger, Sandler's fee was approximately $1.45 million. Sandler also received a $250,000 fee from Bridgeview for rendering its opinion, which opinion fee will be credited in full towards the transaction fee becoming payable to Sandler upon closing of the merger. Bridgeview has also agreed to indemnify Sandler against certain claims and liabilities arising out of Sandler's engagement and to reimburse Sandler for certain of its out-of-pocket expenses incurred in connection with Sandler's engagement.

        Sandler did not provide any other investment banking services to Bridgeview in the two years preceding the date of its opinion; provided, however, subsequent to the announcement of the merger, Bridgeview engaged Sandler to act as introducing broker to help facilitate the sale of certain Bridgeview life insurance contracts. In the two years preceding the date of Sandler's opinion, Sandler provided certain investment banking services to First Midwest. Most recently, Sandler acted as financial advisor to First Midwest in connection with First Midwest's acquisition of Northern States Financial Corporation, which transaction closed in October 2018, and financial advisor to First Midwest in connection with First Midwest's acquisition of Standard Bancshares, Inc. which closed in January 2017. In addition, Sandler acted as book manager in connection with First Midwest's offer and sale of subordinated debt in September 2016. Sandler has advised Bridgeview that Sandler may provide, and receive compensation for, investment banking services to First Midwest in the future, including during the pendency of the merger. In the ordinary course of Sandler's business as a broker-dealer, Sandler may purchase securities from and sell securities to Bridgeview, First Midwest and their respective affiliates. Sandler may also actively trade the equity and debt securities of First Midwest and its affiliates for Sandler's own account and for the accounts of Sandler's customers.

Material Federal Income Tax Consequences of the Merger

        The following discussion addresses the material United States federal income tax consequences of the merger to U.S. holders (as defined below) of Bridgeview common stock. The discussion is based on the provisions of the Code, its legislative history, U.S. Treasury regulations, administrative rulings and judicial decisions, all as currently in effect as of the date hereof and all of which are subject to change (possibly with retroactive effect) and all of which are subject to differing interpretations. Tax considerations under foreign, state or local laws, or any federal laws other than those pertaining to income tax, are not addressed in this proxy statement/prospectus.

        For purposes of this discussion, we use the term "U.S. holder" to mean a beneficial owner that is:

        This discussion applies only to Bridgeview stockholders that hold their Bridgeview common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment), and does not address all aspects of United States federal taxation that may be relevant to

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a particular U.S. holder in light of its individual circumstances or to U.S. holders subject to special treatment under the United States federal income tax laws, including:

        If a partnership or other entity taxed as a partnership holds Bridgeview common stock, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partner and partnership. Partnerships and partners in such a partnership should consult their tax advisors about the tax consequences of the merger to them.

        The parties intend for the merger to be treated as a "reorganization" for U.S. federal income tax purposes. It is a condition to Bridgeview's obligation to complete the merger that Bridgeview receives a written opinion of its counsel, Vedder Price, dated as of the closing date, to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. It is a condition to First Midwest's obligation to complete the merger that First Midwest receives an opinion of its counsel, Chapman and Cutler, dated as of the closing date, to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. These opinions will be based on the assumption that the merger will be completed in the manner set forth in the merger agreement and the registration statement on Form S-4 of which this proxy statement/prospectus is a part, and on representation letters provided by First Midwest and Bridgeview to be delivered at the time of the closing. Those opinions will also be based on the assumption that the representations found in the representation letters are, as of the effective time, true and complete without qualification and that the representation letters are executed by appropriate and authorized officers of First Midwest and Bridgeview. If any of the assumptions or representations upon which such opinions are based is inconsistent with the actual facts with respect to the merger, the United States federal income tax consequences of the merger could be adversely affected.

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        In addition, neither of the tax opinions given in connection with the merger or in connection with the filing of the registration statement on Form S-4 of which this proxy statement/prospectus is a part will be binding on the Internal Revenue Service or any court. Neither First Midwest nor Bridgeview has sought or intends to request any ruling from the Internal Revenue Service as to the United States federal income tax consequences of the merger, and consequently, there is no guarantee that the Internal Revenue Service will treat the merger as a "reorganization" within the meaning of Section 368(a) of the Code or that a court would not sustain a position to the contrary to any of the positions set forth herein.

        The actual tax consequences of the merger to you may be complex and will depend on your specific situation and on factors that are not within our control. You should consult with your own tax advisor as to the tax consequences of the merger in your particular circumstances, including without limitation the applicability and effect of the 3.8% Medicare tax on unearned income, the alternative minimum tax and any state, local or foreign and other tax laws and of any changes in those laws.

        Federal Income Tax Consequences of the Merger.    Based upon the facts and representations contained in the representation letters received from First Midwest and Bridgeview in connection with the filing of the registration statement on Form S-4 of which this proxy statement/prospectus is a part, it is the opinion of Chapman and Cutler and Vedder Price that for United States federal income tax purposes, the merger will be treated as a reorganization within the meaning of Section 368(a) of the Code.

        By virtue of qualifying as a reorganization, the material U.S. federal income tax consequences of the merger will be as follows:

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        If a U.S. holder of Bridgeview common stock acquired different blocks of shares of Bridgeview common stock at different times or at different prices, such holder's basis and holding period may be determined with reference to each block of Bridgeview common stock. A loss realized on the exchange of one block of shares cannot be used to offset a gain realized on the exchange of another block of shares, but a U.S. holder will generally be able to reduce its capital gains by other recognized capital losses in determining its income tax liability. Any such holders should consult their tax advisors regarding the manner in which First Midwest common stock received in the exchange should be allocated among different blocks of Bridgeview common stock and with respect to identifying the bases or holding periods of the particular shares of First Midwest common stock received in the merger.

        In some cases, if a U.S. holder of Bridgeview common stock actually or constructively owns First Midwest common stock other than First Midwest common stock received pursuant to the merger, gain recognized pursuant to the merger could be treated as having the effect of a distribution of a dividend under the tests set forth in Section 302 of the Code, in which case such gain would be treated as dividend income. Because the possibility of dividend treatment depends upon each holder's particular circumstances, including the application of constructive ownership rules, holders of Bridgeview common stock should consult their own tax advisors regarding the application of the foregoing rules to their particular circumstances.

        Cash Received In Lieu of a Fractional Share.    A U.S. holder of Bridgeview common stock who receives cash in lieu of a fractional share of First Midwest common stock will be treated as having received the fractional share pursuant to the merger and then as having exchanged the fractional share for cash in a redemption by First Midwest. As a result, such U.S. holder will generally recognize gain or loss equal to the difference between the amount of cash received and the basis in his or her fractional share interest as set forth above. This gain or loss will generally be capital gain or loss, and will be long-term capital gain or loss if, as of the effective date of the merger, such U.S. holder's holding period for such shares is greater than one year. For U.S. holders of Bridgeview common stock that are non-corporate holders, long-term capital gain generally will be taxed at a U.S. federal income tax rate that is lower than the rate for ordinary income or for short-term capital gains. The deductibility of capital losses is subject to limitations. See the above discussion regarding blocks of stock that were purchased at different times or at different prices.

        Medicare Tax on Unearned Income.    In addition, net investment income of certain high-income individual taxpayers may also be subject to an additional 3.8% tax (i.e., the net investment income tax) on the lesser of (i) his or her net investment income for the relevant taxable year or (ii) the excess of his or her modified adjusted gross income for the taxable year over a certain threshold (between $125,000 and $250,000 depending on the individual's U.S. federal income tax filing status). A similar regime applies to estates and trust. Net investment income generally would include any capital gain (or dividend income) realized in connection with a merger.

        Backup Withholding and Information Reporting.    Payments of cash to a U.S. holder of Bridgeview common stock pursuant to the merger are subject to information reporting and may, under certain

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circumstances, be subject to backup withholding, unless such stockholder provides First Midwest with its taxpayer identification number and otherwise complies with the backup withholding rules. Any amounts withheld from payments to a U.S. holder of Bridgeview common stock under the backup withholding rules are not additional tax and generally will be allowed as a refund or credit against such U.S. holder's federal income tax liability; provided that such U.S. holder timely furnishes the required information to the Internal Revenue Service.

        A U.S. holder of Bridgeview common stock who receives First Midwest common stock as a result of the merger will be required to retain records pertaining to the merger. Each U.S. holder of Bridgeview common stock who is required to file a U.S. federal income tax return and who is a "significant holder" that receives First Midwest common stock in the merger will be required to file a statement with such U.S. federal income tax return in accordance with Treasury Regulations Section 1.368-3 setting forth information regarding the parties to the merger, the date of the merger, such holder's basis in the Bridgeview common stock surrendered and the fair market value of First Midwest common stock and cash received in the merger. A "significant holder" is a holder of Bridgeview common stock who, immediately before the merger, owned at least 1% of the outstanding stock of Bridgeview (by vote or value) or held securities of Bridgeview with a basis for federal income tax purposes of at least $1 million.

        Tax Implications to Non-U.S. Stockholders.    For purposes of this discussion, the term "non-U.S. holder" means a beneficial owner of Bridgeview common stock (other than an entity treated as a partnership for U.S. federal income tax purposes) that is not a U.S. holder. The rules governing the U.S. federal income taxation of non-U.S. holders are complex, and no attempt will be made herein to provide more than a limited summary of those rules. Any gain a non-U.S. holder recognizes from the exchange of Bridgeview common stock for First Midwest common stock and cash in the merger generally will not be subject to U.S. federal income taxation unless (i) the gain is effectively connected with a trade or business conducted by the non-U.S. holder in the United States, or (ii) in the case of a non-U.S. holder who is an individual, such stockholder is present in the United States for 183 days or more in the taxable year of the sale and other conditions are met. Non-U.S. holders described in (i) above will be subject to tax on gain recognized at applicable U.S. federal income tax rates and, in addition, non-U.S. holders that are corporations (or treated as corporations for U.S. federal income tax purposes) may be subject to a branch profits tax equal to 30% (or a lesser rate under an applicable income tax treaty) on their effectively connected earnings and profits for the taxable year, which would include such gain. Non-U.S. holders described in (ii) above will be subject to a flat 30% tax on any gain recognized, which may be eliminated or reduced by an applicable treaty or offset by U.S. source capital losses.

        Under Sections 1471 and 1474 of the Code, commonly referred to as the Foreign Account Tax Compliance Act ("FACTA"), a holder of Bridgeview common stock could be subject to a 30% U.S. withholding tax on gross proceeds from its exchange of stock for cash received (if any) pursuant to the merger if it holds its stock through a foreign financial institution that has not entered into an agreement with the U.S. government to report certain information regarding accounts with or interests in the institution held by certain United States persons and by certain non-U.S. entities that are wholly or partially owned by United States persons, or that has been designated as a "nonparticipating foreign financial institution" if it is subject to an intergovernmental agreement between the United States and a foreign country, or if other conditions are met. The adoption of, or implementation of, an intergovernmental agreement between the United States and an applicable foreign country, or future U.S. Treasury regulations, may modify these requirements. Holders of Bridgeview common stock should consult their own tax advisors on how these rules may apply to cash payments (if any) made in exchange for their stock pursuant to the merger in light of their own individual circumstances.

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        The preceding discussion is intended only as a summary of material United States federal income tax consequences of the merger. It is not a complete analysis or discussion of all potential tax effects that may be important to you. Thus, you are strongly encouraged to consult your tax advisor as to the specific tax consequences resulting from the merger, including without limitation tax return reporting requirements, the applicability and effect of federal, state, local, and other tax laws and the effect of any proposed changes in the tax laws, including without limitation the applicability and effect of the 3.8% Medicare tax on unearned income, the alternative minimum tax and any state, local or foreign and other tax laws and of changes in those laws.

Accounting Treatment

        First Midwest will account for the merger as a purchase by First Midwest of Bridgeview under GAAP. Under the purchase method of accounting, the total consideration paid in connection with the merger is allocated among Bridgeview's assets, liabilities and identified intangibles based on the fair values of the assets acquired, the liabilities assumed and the identified intangibles. The difference between the total consideration paid in connection with the merger and the fair values of the assets acquired, the liabilities assumed and the identified intangibles, if any, is allocated to goodwill. The results of operations of Bridgeview will be included in First Midwest's results of operations from the date of acquisition.

Interests of Certain Persons in the Merger

        In considering the recommendations of Bridgeview's board of directors with respect to the merger, you should be aware that certain directors and executive officers of Bridgeview have agreements or arrangements that provide them with interests in the merger, including financial interests, that may be different from, or in addition to, the interests of the other stockholders of Bridgeview. Bridgeview's board of directors was aware of these interests during its deliberations of the merits of the merger and in determining to recommend that holders of Bridgeview voting common stock vote in favor of the merger proposal (and thereby approve the transactions contemplated by the merger agreement, including the merger). These interests are described in more detail below, and certain of them are quantified in the narrative below.

        As of February 14, 2019, Bridgeview's directors and executive officers and their affiliates held approximately 3,477,205 shares of Bridgeview voting common stock (which includes 8,334 shares of outstanding restricted Bridgeview voting common stock), representing approximately 33% of the outstanding shares of Bridgeview voting common stock. For more information, see "Security Ownership of Certain Bridgeview Beneficial Owners and Management."

        To the extent a director or executive officer of Bridgeview holds unvested restricted stock awards, at the effective time of the merger, such awards will become fully earned and vested per the terms of the Bridgeview Stock Plan and the award agreements issued thereunder, and the shares of Bridgeview voting common stock subject to such awards, will be converted to First Midwest voting common stock plus the cash consideration as discussed in the below section titled "The Merger Agreement—Merger Consideration," subject to any required withholding tax. As of the date of the merger agreement, only Thomas P. Haleas, who serves as Bridgeview's Executive Vice President, held unvested Bridgeview restricted stock under the Plan, in the amount of 8,334 shares of unvested restricted stock. Upon the effective time of the merger, Thomas P. Haleas will vest in all such 8,334 shares of restricted stock.

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Based on the closing price per share of First Midwest common stock of $            as of            , 2019, the latest practicable date before the date of this proxy statement/prospectus, multiplied by the exchange ratio of 0.2767, as a result of the exchange of his Bridgeview unvested restricted stock holdings as of the Bridgeview record date that vest upon the effective time of the merger, it is estimated that Thomas P. Haleas would receive First Midwest common stock equal to a net cash value of approximately $            plus cash consideration equal to approximately $            (assuming no adjustments to the cash consideration), prior to any applicable tax withholdings.

        To the extent a director or executive officer of Bridgeview holds vested or unvested stock option awards, at the effective time of the merger, such awards will, upon execution of an option cancellation agreement by such option holder, be cancelled and converted into the right to receive a lump sum cash payment in an amount equivalent to the merger consideration per share of Bridgeview common stock underlying the option awards less the exercise price for such options, subject to any required withholding tax. As of February 14, 2019, directors and executive officers of Bridgeview and Bridgeview Bank, as a group, held vested and unvested option awards relating to 2,709,498 shares of Bridgeview voting common stock under the Bridgeview Stock Plan. William L. Conaghan, who serves as the President and Chief Executive Officer of Bridgeview and Bridgeview Bank, held vested option awards relating to 509,221 shares of Bridgeview voting common stock, Thomas P. Haleas, who serves as the Executive Vice President of Bridgeview and Bridgeview Bank, holds vested option awards relating to 1,176,386 shares of Bridgeview voting common stock and unvested option awards relating to 653,550 shares of Bridgeview voting common stock (or collectively, vested and unvested option awards relating to 1,829,836 shares of Bridgeview voting common stock), Bryan Griffin, who serves as the Senior Vice President of Bridgeview Bank, holds vested option awards relating to 185,171 shares of Bridgeview voting common stock, and Nicolas S. Mando, who serves as the Chief Operating Officer of Bridgeview and Bridgeview Bank, holds vested option awards relating to 92,585 shares of Bridgeview voting common stock. Upon the effective time of the merger, Thomas P. Haleas will vest in option awards relating to 653,550 shares of Bridgeview voting common stock. Based on the closing price per share of First Midwest common stock of $            as of                    , 2019 , the latest practicable date before the date of this proxy statement/prospectus, multiplied by the exchange ratio of 0.2767 plus $1.79 of cash consideration (assuming no adjustments), it is estimated that William L. Conaghan, Thomas P. Haleas, Bryan Griffin and Nicolas S. Mando would receive, as soon as reasonably practicable following the effective time of the merger, a cash payment in an amount equal to approximately $            , $            , $            and $            , respectively, prior to any applicable tax withholdings, in exchange for the stock option awards.

        Bridgeview is party to employment agreements with each of Peter J. Haleas, William L. Conaghan, Bryan Griffin and Thomas P. Haleas (whom we will refer to both individually and collectively as "senior executives"). The employment agreements provide for certain severance benefits in the event the senior executive's employment is terminated by Bridgeview without just cause or by the senior executive for good reason. Good reason includes a reduction in base salary; a material reduction in target bonus opportunity other than an across-the-board reduction ordered by an applicable regulator of Bridgeview; the assignment of duties inconsistent with the senior executive's position, duties, responsibilities or authority; or a requirement for the senior executive to relocate to an office more than 15 miles from the senior executive's current office location. In the event the merger is consummated and the senior executive's employment is terminated, among other benefits, the senior executive would be entitled to severance as follows: in the case of Peter J. Haleas, assuming a closing of the merger on April 1, 2019, an amount of cash equal to approximately $1,225,000 plus a minimum bonus of approximately $22,200 (equal to twenty percent (20%) of his annual bonus opportunity), in the case of William L. Conaghan,

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assuming a closing of the merger on April 1, 2019, an amount in cash equal to approximately $921,000 plus a minimum bonus of approximately $21,000 (equal to twenty percent (20%) of his annual bonus opportunity). Thomas P. Haleas will receive an amount of cash equal to $100,000 and title to the car utilized by him while employed by Bridgeview. Such individuals will also be eligible to receive reimbursement for COBRA continuation coverage. There is no severance payment due Bryan Griffin under his employment agreement in the event the merger is consummated.

        Thomas P. Haleas's employment will be terminated effective as of the merger, and pursuant to his employment agreement with Bridgeview (as amended), he will receive the severance and benefits described above. In the event that Gerry Pfeiffer is terminated, he is not entitled to any severance payment, but would, in any event, receive the change in control payment described below.

        Subsequent to the execution of the merger agreement, Peter J. Haleas, William L. Conaghan and Bryan Griffin agreed to become employees of First Midwest and entered into offer letters for employment with First Midwest setting forth the terms and conditions of employment with First Midwest Bank following the merger, in addition to a new confidentiality and restrictive covenants agreement. The terms and conditions of the offer letters include an annualized base salary amount of $225,000 for each of Peter J. Haleas and William L. Conaghan beginning on the first business day following the effectiveness of the merger through December 31, 2019 and an annualized base salary amount of $240,000 for Bryan Griffin. With respect to Peter J. Haleas and William L. Conaghan, in addition and in recognition of their agreement to enter into a new confidentiality and restrictive covenants agreement, as a retention incentive, and in lieu of a cash payment, the offer letter with First Midwest provides for receipt of title to the car utilized by them while employed by Bridgeview. With respect to Bryan Griffin, in addition to and in recognition of his agreement to enter into a new confidentiality and restrictive covenants agreement, as a retention incentive, he will be eligible to receive a one-time bonus of $80,000 payable in cash in two installments, with $40,000 being paid 60 days after commencing employment and $40,000 being paid one year after commencing employment. Bryan Griffin's offer letter also provides that under the terms of his employment with First Midwest he continues to be entitled to the change in control payment described below. The offer letters for Peter J. Haleas and William L. Conaghan provide that upon termination of their employment with First Midwest, they will receive the severance payments and benefits described above. Their change in control payments will be paid at the time of the change in control as described below. First Midwest may determine to enter into additional employment arrangements with executive officers of Bridgeview that would be effective upon completion of the merger.

        Bridgeview is party to change in control agreements with the change in control senior executives. In the event the merger is consummated it will constitute a change of control under these change in control agreements. In the event of a change in control, the change in control senior executives would be entitled to receive, $500,000, in the case of Peter J. Haleas and William L. Conaghan, $650,000 in the case of Gerald E. Pfeiffer, $550,000 in the case of Bryan Griffin, and $570,000 in the case of Nicolas S. Mando, in each case prior to any applicable tax withholdings. In the case of Bryan Griffin and Nicolas S. Mando, the payment will be made one year after the change in control, provided that should Bryan Griffin or Nicolas S. Mando be terminated without cause within one year after the change in control, the payment to Bryan Griffin will still be made one year after the change in control and the payment to Nicolas S. Mando will be made on the date of termination. In the case of the other executives, the payment will be made at the time of the change in control.

        Bridgeview retained Sandler to serve as its financial advisor in connection with the merger with First Midwest. Pursuant to the engagement letter entered into between Bridgeview and Sandler, as

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compensation for the latter's financial advisory services provided to Bridgeview, Bridgeview agreed to pay a success fee equal to one percent (1.0%) of the aggregate purchase price, as defined in the engagement letter. The success fee has the potential to increase on a graduated basis should there be an increase in the value of the merger consideration. Under this formula, the maximum success fee would be 1.45% of the aggregate purchase price in the event the price per share equals or exceeds $11.10 per share.

        The merger agreement provides that, upon completion of the merger, First Midwest will indemnify, defend and hold harmless the directors and officers of Bridgeview (when acting in such capacity) against all costs and liabilities arising out of actions or omissions occurring at or before the completion of the merger, in accordance with Bridgeview's certificate of incorporation, as amended, and by-laws, to the extent permitted by law.

        The merger agreement also provides that for a period of six years after the merger is completed, First Midwest will maintain directors' and officers' liability insurance that provides at least the same coverage and amounts, and contains terms and conditions no less advantageous, as that portion of coverage currently provided by Bridgeview that serves to reimburse the present and former officers and directors of Bridgeview with respect to claims against such directors and officers arising from facts or events which occurred before the completion of the merger, provided that the total premium therefor is not in excess of 200% of the last annual premium paid prior to the date of the merger agreement.

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THE MERGER AGREEMENT

        The following discussion describes the material provisions of the merger agreement. We urge you to read the merger agreement, which is attached as Appendix A and incorporated by reference in this proxy statement/prospectus, carefully and in its entirety. The description of the merger agreement in this proxy statement/prospectus has been included to provide you with information regarding its terms. The merger agreement contains representations and warranties made by and to the parties thereto as of specific dates. The statements embodied in those representations and warranties were made for purposes of that contract between the parties and are subject to qualifications and limitations agreed by the parties in connection with negotiating the terms of that contract. In addition, certain representations and warranties were made as of a specified date, may be subject to a contractual standard of materiality different from those generally applicable to stockholders, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts.

Structure

        Subject to the terms and conditions of the merger agreement, Bridgeview will merge with and into First Midwest, with First Midwest being the surviving company. As a result, the separate existence of Bridgeview will terminate. Following the merger at such time as First Midwest may determine, Bridgeview Bank will merge with and into First Midwest Bank. First Midwest Bank will be the surviving bank and will continue its corporate existence as a commercial bank organized under the laws of the State of Illinois.

Merger Consideration

        Upon completion of the merger, each holder of shares of Bridgeview common stock will receive the merger consideration, consisting of a number of shares of First Midwest common stock plus the cash consideration in exchange for each share of Bridgeview common stock held immediately prior to the completion of the merger.

        The exchange ratio of 0.2767 is not subject to adjustment but the value of the First Midwest common stock to be received by stockholders of Bridgeview common stock in the merger will fluctuate based on the trading price of First Midwest common stock. The trading price of First Midwest common stock may fluctuate as a result of a variety of factors, including general market and economic conditions, changes in our respective businesses, operations and prospects, and regulatory considerations. Many of these factors are outside our control. Accordingly, at the time of the Bridgeview special meeting, Bridgeview stockholders will not know or be able to calculate the value of First Midwest common stock that they will receive upon completion of the merger.

        The cash consideration of $1.79 per share of Bridgeview common stock is subject to potential increases or decreases based on the occurrence of certain events as provided in the merger agreement. These events and the corresponding adjustments are summarized as follows:

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        Due to the fact that certain of these adjustments may not be determinable prior to the date of the Bridgeview special meeting, at the time of the vote on the merger proposal at the Bridgeview special meeting, holders of Bridgeview common stock may not know the amount of cash consideration they will receive as part of the merger consideration. Based on information available as of the date of this proxy statement/prospectus, the range of the adjustments to the cash consideration of $1.79 per share of Bridgeview common stock is reasonably expected to be from no adjustment to the cash consideration to a decrease of $0.      per share of Bridgeview common stock.

        All unvested Bridgeview restricted stock awards outstanding immediately prior to the merger will become fully vested upon completion of the merger, and the holders thereof will be entitled to receive the same merger consideration for the shares of Bridgeview common stock subject to such awards as all other holders of Bridgeview common stock. Additionally, Bridgeview will take all actions necessary to cause the holders of options for Bridgeview common stock to execute agreements prior to the merger to cancel such options in exchange for a lump sum cash payment.

Conversion of Shares; Exchange of Certificates; Fractional Shares

        Conversion.    The conversion of Bridgeview common stock into the right to receive the merger consideration will occur automatically at the effective time of the merger.

        Exchange Procedures.    Prior to the completion of the merger, First Midwest will deposit with its transfer agent or with a depository or trust institution of recognized standing selected by it and reasonably satisfactory to Bridgeview, which we refer to as the "exchange agent," (i) certificates or, at First Midwest's option, evidence of shares in book-entry form, representing the shares of First Midwest common stock to be issued under the merger agreement and (ii) cash payable as part of the merger consideration in lieu of any fractional shares of First Midwest common stock to be issued under the merger agreement. As promptly as reasonably practicable after the effective time of the merger, the

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exchange agent will provide you with instructions in order to exchange your certificates representing shares of Bridgeview common stock for the merger consideration to be received in the merger pursuant to the terms of the merger agreement. No interest will accrue or be paid with respect to any First Midwest common stock or cash to be delivered upon surrender of Bridgeview stock certificates.

        If any First Midwest stock certificate is to be issued, or cash payment made, in a name other than that in which the Bridgeview stock certificate surrendered in exchange for the merger consideration is registered, the Bridgeview stock certificate must be properly endorsed or accompanied by an appropriate instruments of transfer, as applicable, and the person requesting the exchange must pay any transfer or other taxes required by reason of the issuance of the new First Midwest certificate or the payment of the cash consideration in a name other than that of the registered holder of the Bridgeview stock certificate surrendered, or must establish to the satisfaction of First Midwest and the exchange agent that any such taxes have been paid or are not applicable.

        Dividends and Distributions.    Until your Bridgeview common stock is surrendered for exchange, any dividends or other distributions declared after the effective time with respect to First Midwest common stock into which shares of Bridgeview common stock may have been converted will accrue but will not be paid. When such Bridgeview common stock has been duly surrendered, First Midwest will pay any unpaid dividends or other distributions, without interest. After the effective time, there will be no transfers on the stock transfer books of Bridgeview of any shares of Bridgeview common stock. If shares of Bridgeview common stock are presented for transfer after the completion of the merger, they will be cancelled and exchanged for the merger consideration into which the shares of Bridgeview common stock have been converted.

        Withholding.    The exchange agent will be entitled to deduct and withhold from the merger consideration payable to any Bridgeview stockholder the amounts it is required to deduct and withhold under any federal, state, local or foreign tax law. If the exchange agent withholds any amounts, these amounts will be treated for all purposes as having been paid to the stockholders from whom they were withheld.

        No Fractional Shares Will Be Issued.    First Midwest will not issue fractional shares of First Midwest common stock in the merger. There will be no dividends or distributions with respect to any fractional shares of First Midwest common stock or any voting or other rights with respect to any fractional shares of First Midwest common stock. Instead of fractional shares of First Midwest common stock, First Midwest will pay to each Bridgeview stockholder an amount in cash for any fractional shares based on the per share volume weighted average price of the First Midwest common stock on Nasdaq from 9:30 a.m. to 4:00 p.m., Eastern Time, on the trading day immediately preceding the day on which the merger occurs.

        Lost, Stolen or Destroyed Bridgeview Common Stock Certificates.    If you have lost a certificate representing Bridgeview common stock, or it has been stolen or destroyed, First Midwest will issue to you the First Midwest common stock or cash in lieu of fractional shares payable under the merger agreement if you submit an affidavit of that fact and, if requested by First Midwest, if you post bond in a customary amount as indemnity against any claim that may be made against First Midwest about ownership of the lost, stolen or destroyed certificate.

        For a description of First Midwest common stock and a description of the differences between the rights of Bridgeview stockholders and First Midwest stockholders, see "Description of First Midwest Capital Stock" and "Comparison of Stockholder Rights."

Effective Time

        We plan to complete the merger on a business day designated by First Midwest, and consented to by Bridgeview, that is within 30 days after the satisfaction or waiver of the last remaining conditions to

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the merger, other than those conditions that by their nature are to be satisfied at the closing, but subject to the fulfillment or waiver of those conditions. The time the merger is completed is the effective time of the merger. See "—Conditions to Completion of the Merger."

        We anticipate that we will complete the merger during the second quarter of 2019. However, completion could be delayed if there is a delay in obtaining the necessary regulatory approvals or for other reasons. There can be no assurances as to if or when these approvals will be obtained or as to whether or when the merger will be completed. If we do not complete the merger by December 6, 2019, either party may terminate the merger agreement without penalty, unless the failure to complete the merger by this date is due to the failure of the party seeking to terminate the merger agreement to perform or observe its obligations under the merger agreement. See "—Conditions to Completion of the Merger" and "—Regulatory Approvals Required for the Mergers."

Representations and Warranties

        The merger agreement contains representations and warranties of First Midwest and Bridgeview, to each other, as to, among other things:

        In addition, the merger agreement contains representations and warranties of Bridgeview to First Midwest as to, among other things:

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        In addition, the merger agreement contains representations and warranties of First Midwest to Bridgeview as to, among other things, the availability of funds and shares of First Midwest common stock to complete the transactions contemplated by the merger agreement.

Conduct of Business Pending the Merger

        Bridgeview has agreed that, except as expressly contemplated by the merger agreement, or as disclosed in writing prior to the signing of the merger agreement, it will not, and will not agree to, without First Midwest's consent:

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Acquisition Proposals by Third Parties

        Bridgeview has agreed that it will not, and will cause its subsidiaries and its and its subsidiaries' representatives, agents, advisors and affiliates not to, solicit or encourage inquiries or proposals with respect to any other acquisition proposal. Bridgeview has also agreed that it will not engage in any negotiations concerning any other acquisition proposal, or provide any confidential or non-public information to, or have any discussions with, any person relating to any other acquisition proposal.

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        However, if Bridgeview receives an unsolicited bona fide acquisition proposal and Bridgeview's board of directors concludes in good faith (after consultation with its financial and outside legal advisors) that it constitutes or could reasonably be expected to lead to a superior proposal, Bridgeview may furnish non-public information and participate in negotiations or discussions if its board of directors concludes in good faith, after consultation with such legal advisors, that failure to take those actions would be inconsistent with its fiduciary duties under applicable law. Before providing any non-public information, Bridgeview must have provided First Midwest with written notice of its intention to provide such nonpublic information and enter into a confidentiality agreement with the third party no less favorable to it than the confidentiality agreement with First Midwest. While Bridgeview has the right to enter into negotiations regarding a superior proposal under the foregoing circumstances, the merger agreement does not allow Bridgeview to terminate the merger agreement solely because it has received a superior proposal, entered into such negotiations or decided to accept such offer.

        For purposes of the merger agreement, the terms "acquisition proposal" and "superior proposal" have the following meanings:

        Bridgeview has agreed to cease immediately any activities, negotiations or discussions conducted before the date of the merger agreement with any other persons with respect to acquisition proposals and to use reasonable best efforts to enforce any confidentiality or similar agreement relating to such acquisition proposals. Bridgeview has also agreed to notify First Midwest within one business day of receiving any acquisition proposal and the substance of the proposal.

        In addition, Bridgeview has agreed to use its reasonable best efforts to obtain from its stockholders approval of the merger agreement and the transactions contemplated thereby, including the merger. However, if Bridgeview's board of directors (after consultation with, and based on the advice of, outside legal counsel) determines in good faith that, because of an acquisition proposal that Bridgeview's board of directors concludes in good faith constitutes a superior proposal, to continue to recommend such items to its stockholders would result in a violation of its fiduciary duties under applicable law, it may submit such items without recommendation and communicate the basis for its lack of recommendation to its stockholders. Bridgeview agreed that before taking such action with respect to an acquisition proposal, it will give First Midwest at least ten business days to respond to the

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proposal and will consider any amendment or modification to the merger agreement proposed by First Midwest.

        Under certain circumstances, including if the merger agreement is terminated in the event Bridgeview breaches certain obligations described above, Bridgeview must pay First Midwest a fee equal to $6,400,000. See "—Termination of the Merger Agreement."

Other Agreements

        In addition to the agreements we have described above, we have also agreed in the merger agreement to take several other actions, such as:

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        See "The Merger Agreement—Merger Consideration" for a description of certain cash consideration adjustments relating to the foregoing agreements.

Conditions to Completion of the Merger

        The obligations of First Midwest and Bridgeview to complete the merger are subject to the satisfaction or waiver of the following conditions:

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        The obligation of Bridgeview to complete the merger is subject to the satisfaction or waiver of the following conditions:

        In addition, the obligation of First Midwest to complete the merger is subject to the satisfaction or waiver of the following conditions:

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        No assurance can be provided as to if, or when, the required regulatory approvals necessary to complete the merger will be obtained, or whether all of the other conditions to the merger will be satisfied or waived by the party permitted to do so. As discussed below, if the merger is not completed on or before December 6, 2019, either First Midwest or Bridgeview may terminate the merger agreement, unless the failure to complete the merger by that date is due to the failure of the party seeking to terminate the merger agreement to comply with any of the provisions of the merger agreement.

Termination of the Merger Agreement

        The merger agreement may be terminated by either First Midwest or Bridgeview at any time before or after Bridgeview has received approval of the merger agreement and the transactions contemplated thereby:

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        The merger agreement may also be terminated by First Midwest at any time before or after the stockholders of Bridgeview approve the merger proposal:

        The merger agreement also provides that Bridgeview must pay First Midwest a fee equal to $6,400,000 plus reasonable and documented out-of-pocket expenses incurred by First Midwest in connection with the transactions contemplated by the merger agreement if, on or prior to the termination of the merger agreement or the 12 month anniversary of the termination of the merger agreement in certain circumstances set forth in the merger agreement, both (i) the merger agreement is terminated and (ii) any of the following circumstances occur:

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Waiver and Amendment of the Merger Agreement

        At any time before completion of the merger, either First Midwest or Bridgeview may, to the extent legally allowed, waive in writing compliance by the other with any provision contained in the merger agreement or amend the merger agreement. However, once holders of Bridgeview common stock have approved the merger proposal, no waiver of any condition or amendment may be made that would require further approval by Bridgeview stockholders unless that approval is obtained.

        First Midwest may also change the structure of the merger or the method of effecting the merger before the effective time of the merger, by notice to Bridgeview at least five business days prior to the approval of the merger agreement and the transactions contemplated thereby, including the merger, by all requisite votes of the holders of Bridgeview common stock, so long as any change does not: (i) change the kind or amount of consideration to be received by Bridgeview stockholders; (ii) adversely affect the tax consequences of the merger to Bridgeview stockholders; (iii) adversely affect the timing of or capability of completion of the merger; or (iv) cause or could not be reasonably expected to cause any of the conditions to complete the merger to be incapable of being satisfied.

        The merger agreement may not be amended except by an instrument in writing signed on behalf of each of the parties. Any such amendment by the parties must be approved by the board of directors of First Midwest and the board of directors of Bridgeview at any time before or after the approval of the merger agreement and the transactions contemplated thereby by the stockholders of Bridgeview, except that no amendment may be made after the receipt of such approval which requires further approval of the stockholders of Bridgeview unless such further approval is obtained. Notwithstanding the foregoing, First Midwest and Bridgeview may without approval of their respective boards of directors, make technical changes to the merger agreement, not inconsistent with the purposes of the merger agreement, as may be required to effect or facilitate any required government approvals or acceptance of the merger or of the merger agreement or to effect or facilitate any filing or recording required for the consummation of any of the transactions contemplated by the merger agreement.

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Regulatory Approvals Required for the Mergers

        We have agreed to use commercially reasonable efforts to obtain the regulatory approvals required for the merger. We refer to these approvals, along with the expiration of any statutory waiting periods related to these approvals, as the "requisite regulatory approvals." These include approval from the Federal Reserve and the IDFPR. We have filed the applications to obtain the requisite regulatory approvals. The merger and the related transactions cannot proceed in the absence of the requisite regulatory approvals. We cannot assure you as to whether or when the requisite regulatory approvals will be obtained, and, if obtained, we cannot assure you as to the date of receipt of any of these approvals, the terms thereof or the absence of any public protest or litigation challenging them. Likewise, we cannot assure you that the U.S. Department of Justice or a state attorney general will not attempt to challenge the merger on antitrust grounds, or, if such a challenge is made, as to the result of that challenge.

        We are not aware of any other material governmental approvals or actions that are required prior to the parties' completion of the merger other than those described below. We presently contemplate that if any additional governmental approvals or actions are required, these approvals or actions will be sought. However, we cannot assure you that any of these additional approvals or actions will be obtained.

        Federal Reserve.    Completion of the merger requires approval by the Federal Reserve pursuant to Section 3 of the Bank Holding Company Act of 1956, as amended (the "BHC Act"), and an application to the Federal Reserve was filed on December 31, 2018.

        The Federal Reserve is prohibited from approving any merger transaction under Section 3 of the BHC Act (i) that would result in a monopoly or be in furtherance of any combination or conspiracy to monopolize, or to attempt to monopolize, the business of banking in any part of the United States, or (ii) whose effect in any section of the United States may be to substantially lessen competition, or to tend to create a monopoly or in any other manner restrain trade, unless the Federal Reserve finds that the anti-competitive effects of the merger transaction are clearly outweighed in the public interest by the probable effect of the merger transaction in meeting the convenience and needs of the communities to be served.

        In addition, among other things, in reviewing the merger, the Federal Reserve must consider (i) the financial condition and future prospects of First Midwest, Bridgeview and their respective subsidiary banks, (ii) the competence, experience, and integrity of the officers, directors and principal stockholders of First Midwest, Bridgeview and their respective subsidiary banks, (iii) the convenience and needs of the communities to be served, including the record of performance under the Community Reinvestment Act of 1977, as amended, (iv) the companies' effectiveness in combating money-laundering activities, (v) First Midwest's and its subsidiaries' record of compliance with applicable community reinvestment laws and (vi) the risk to the stability of the United States banking or financial system presented by the merger and the related transactions.

        Completion of the bank merger requires approval by the Federal Reserve pursuant to the Bank Merger Act. In evaluating an application filed under the Bank Merger Act, the Federal Reserve uses substantially the same criteria as used when evaluating applications filed pursuant to the BHC Act as described above.

        Pursuant to the BHC Act and the Bank Merger Act, a transaction approved by the Federal Reserve is subject to a waiting period ranging from 15 to 30 days, during which time the U.S. Department of Justice may challenge the merger on antitrust grounds and seek appropriate relief. The commencement of an antitrust action would stay the effectiveness of such an approval, unless a court specifically ordered otherwise. In reviewing the merger, the U.S. Department of Justice could analyze the merger's effect on competition differently than the Federal Reserve, and thus, it is possible that the

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U.S. Department of Justice could reach a different conclusion than the Federal Reserve regarding the merger's effects on competition. A determination by the U.S. Department of Justice not to object to the merger does not prevent the filing of antitrust actions by private persons or state attorneys general.

        Illinois Department of Financial and Professional Regulation.    Completion of the bank merger requires approval from the IDFPR under Section 22 of the Illinois Banking Act, and an application for approval was filed filed on December 31, 2018.

        Among other things, in reviewing the bank merger, the IDFPR must consider (i) the financial condition and future prospects of First Midwest, Bridgeview and their respective subsidiary banks, (ii) the general character, experience and qualifications of the directors and management of the resulting bank, (iii) the convenience and needs of the area sought to be served by the resulting bank, (iv) the fairness of the proposed merger to all parties involved, and (v) the safety and soundness of the resulting bank following the proposed bank merger.

Dividends

        Pursuant to the terms of the merger agreement, Bridgeview is prohibited from paying cash dividends to holders of its common stock. For further information, please see "Price Range of Common Stock and Dividends."

Stock Exchange Listing

        First Midwest has agreed to use its commercially reasonable efforts to list the First Midwest common stock to be issued in the merger on the Nasdaq Stock Market. It is a condition to the completion of the merger that those shares be approved for listing on the Nasdaq Stock Market, subject to official notice of issuance. Following the merger, First Midwest expects that its common stock will continue to trade on the Nasdaq Stock Market under the symbol "FMBI."

Restrictions on Resales by Affiliates

        First Midwest has registered its shares of common stock to be issued in the merger with the SEC under the Securities Act. No restrictions on the sale or other transfer of shares of First Midwest common stock issued in the merger will be imposed solely as a result of the merger, except for restrictions on the transfer of shares of First Midwest common stock issued to any Bridgeview stockholder who is or becomes an "affiliate" of First Midwest for purposes of Rule 144 under the Securities Act. The term "affiliate" is defined in Rule 144 under the Securities Act as a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, First Midwest or the combined company, as the case may be, and generally includes executive officers, directors and stockholders beneficially owning 10% or more of First Midwest's outstanding common stock.

Dissenters' Rights of Appraisal of Holders of Bridgeview Common Stock

        The following discussion is a summary of the material statutory procedures to be followed by a holder of Bridgeview common stock in order to dissent from the merger and perfect appraisal rights. If you want to exercise appraisal rights, you should review carefully Section 262 of the DGCL and are urged to consult a legal advisor before electing or attempting to exercise these rights because the failure to precisely follow all the necessary legal requirements may result in the loss of such appraisal rights. This description is not complete and is qualified in its entirety by the full text of the relevant provisions of the DGCL, which are reprinted in their entirety as Appendix C to this proxy statement/prospectus. Bridgeview stockholders seeking to exercise appraisal rights must strictly comply with these provisions.

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        Stockholders of Bridgeview as of the Bridgeview record date may exercise appraisal rights in connection with the merger by complying with Section 262 of the DGCL. Completion of the merger is subject to, among other things, the holders of no more than 7.5% of the outstanding shares of Bridgeview common stock electing to exercise their appraisal rights.

        If you hold one or more shares of Bridgeview common stock, you are entitled to appraisal rights under Delaware law and have the right to dissent from the merger, have your shares appraised by the Delaware Court of Chancery and receive the "fair value" of such shares (exclusive of any element of value arising from the accomplishment or expectation of the merger) as of completion of the merger in place of the merger consideration, as determined by the court, if you strictly comply with the procedures specified in Section 262 of the DGCL. Any such Bridgeview stockholder awarded "fair value" for such stockholder's shares by the Delaware Court of Chancery would receive payment of that fair value in cash, together with interest, if any, in lieu of the right to receive the merger consideration, and accordingly, such stockholder awarded "fair value" for their shares would not receive any shares of First Midwest common stock following the completion of the merger. Such fair value amount may differ from the value of the consideration that you would otherwise receive in the merger.

        The following is a summary of the statutory procedures that you must follow if you elect to exercise your appraisal rights under the DGCL. The following summary does not constitute any legal or other advice, nor does it constitute a recommendation that you exercise your rights to seek appraisal under Section 262 of the DGCL. This summary is not complete and is qualified in its entirety by reference to Section 262 of the DGCL, the text of which is set forth in full in Appendix C to this proxy statement/prospectus.

        Under Section 262 of the DGCL, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders entitled to appraisal rights that appraisal rights are available and include in the notice a copy of Section 262 of the DGCL. This proxy statement/prospectus constitutes Bridgeview's notice to its stockholders that appraisal rights are available in connection with the merger, and the full text of Section 262 of the DGCL is attached to this proxy statement/prospectus as Appendix C. A holder of Bridgeview common stock who wishes to exercise appraisal rights or who wishes to preserve the right to do so should review the following discussion and Appendix C carefully. Failure to strictly comply with the procedures of Section 262 of the DGCL in a timely and proper manner will result in the loss of appraisal rights. A stockholder who loses his, her or its appraisal rights will be entitled to receive only the per share merger consideration.

        How to exercise and perfect your right to dissent.    Bridgeview stockholders wishing to exercise the rights to seek an appraisal of its shares must do ALL of the following:

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        Voting, in person or by proxy, against, abstaining from voting on or failing to vote on the adoption of the merger agreement will not constitute a written demand for appraisal as required by Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate from any proxy or vote.

        Who May Exercise Appraisal Rights.    Any holder of shares of Bridgeview common stock wishing to exercise appraisal rights must deliver to Bridgeview, before the vote on the adoption of the merger agreement at the special meeting at which the merger proposal will be submitted to the Bridgeview stockholders, a written demand for the appraisal of such stockholder's shares, and that stockholder must not submit a blank proxy or vote in favor of the merger proposal. A holder of shares of Bridgeview common stock wishing to exercise appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the effective date of the merger. A demand for appraisal must be executed by or on behalf of the stockholder of record and must reasonably inform Bridgeview of the identity of the stockholder and that the stockholder intends to demand appraisal of his, her or its shares of Bridgeview common stock.

        Only a holder of record of shares of Bridgeview common stock is entitled to demand appraisal rights for the shares registered in that holder's name. Beneficial owners who do not also hold their shares of common stock of record may not directly make appraisal demands to Bridgeview. The beneficial holder must, in such cases, have the owner of record, such as a bank, brokerage firm or other nominee, submit the required demand in respect of those shares of common stock of record. A record owner, such as a bank, brokerage firm or other nominee, who holds shares of Bridgeview common stock as a nominee for others, may exercise his, her or its right of appraisal with respect to the shares of Bridgeview common stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of Bridgeview common stock as to which appraisal is sought. Where no number of shares of Bridgeview common stock is expressly mentioned, the demand will be presumed to cover all shares of Bridgeview common stock held in the name of the record owner.

        IF YOU HOLD YOUR SHARES IN BANK OR BROKERAGE ACCOUNTS OR OTHER NOMINEE FORMS, AND YOU WISH TO EXERCISE APPRAISAL RIGHTS, YOU SHOULD CONSULT WITH YOUR BANK, BROKERAGE FIRM OR OTHER NOMINEE, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKERAGE FIRM OR OTHER NOMINEE TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. IF YOU HAVE A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BANK, BROKERAGE FIRM OR OTHER NOMINEE, YOU MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT YOUR APPRAISAL RIGHTS.

        If you own shares of Bridgeview common stock jointly with one or more other persons, as in a joint tenancy or tenancy in common, demand for appraisal must be executed by or for you and all other joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner and expressly disclose the fact that, in exercising the demand, such person is acting as agent for the record owner. If you hold shares of Bridgeview common stock through a broker who in turn holds

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the shares through a central securities depository nominee such as Cede & Co., a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as record holder.

        If you elect to exercise appraisal rights under Section 262 of the DGCL, you should mail or deliver a written demand to:

You should sign every communication.

        First Midwest's actions after completion of the merger.    If the merger is completed, the surviving company will give written notice of the effective date of the merger within 10 days after the effective date to you if you did not vote in favor of the merger agreement and you made a written demand for appraisal in accordance with Section 262 of the DGCL. At any time within 60 days after the effective date of the merger, you have the right to withdraw the demand and to accept the merger consideration in accordance with the merger agreement for your shares of Bridgeview common stock, provided that you have not commenced an appraisal proceeding or joined an appraisal proceeding as a named party. Within 120 days after the effective date of the merger, but not later, either you, provided you have complied with the requirements of Section 262 of the DGCL, or the surviving company may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving company in the case of a petition filed by you, demanding a determination of the value of the shares of Bridgeview common stock held by all stockholders entitled to appraisal rights. The surviving company is under no obligation to file an appraisal petition and has no intention of doing so. If you desire to have your shares appraised, you should initiate any petitions necessary for the perfection of your appraisal rights within the time periods and in the manner prescribed in Section 262 of the DGCL.

        Within 120 days after the effective date of the merger, provided you have complied with the provisions of Section 262 of the DGCL, you will be entitled to receive from the surviving company, upon written request, a statement setting forth the aggregate number of shares not voted in favor of the adoption of the merger agreement and with respect to which Bridgeview has received demands for appraisal, and the aggregate number of holders of those shares. The surviving company must mail this statement to you within the later of 10 days of receipt of the request or 10 days after expiration of the period for delivery of demands for appraisal. If you are the beneficial owner of shares of stock held in a voting trust or by a nominee on your behalf you may, in your own name, file an appraisal petition or request from the surviving company the statement described in this paragraph.

        If a petition for appraisal is duly filed by you or another record holder of Bridgeview common stock who has properly exercised appraisal rights in accordance with the provisions of Section 262 of the DGCL, and a copy of the petition is delivered to the surviving company, the surviving company will then be obligated, within 20 days after receiving service of a copy of the petition, to provide the Chancery Court with a duly verified list containing the names and addresses of all holders who have demanded an appraisal of their shares. The Delaware Court of Chancery will then determine which stockholders are entitled to appraisal rights and may require the stockholders demanding appraisal who hold certificated shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings and the Delaware Court of Chancery may dismiss any stockholder who fails to comply with this direction from the appraisal proceedings. Where appraisal proceedings are not dismissed or the demand for appraisal is not successfully withdrawn, the appraisal proceeding will be conducted as to the shares of Bridgeview common stock owned by such

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stockholders, in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. The Delaware Court of Chancery will thereafter determine the fair value of the shares of Bridgeview common stock at the effective time held by stockholders entitled to appraisal rights, exclusive of any element of value arising from the accomplishment or expectation of the merger. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. When the value is determined, the Delaware Court of Chancery will direct the payment of such value, with interest thereon, if any, to the stockholders entitled to receive the same, upon surrender by such stockholders of their stock certificates in the case of shares represented by certificates and forthwith in the case of uncertificated shares.

        In determining the fair value, the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered and that "[f]air price obviously requires consideration of all relevant factors involving the value of a company." The Delaware Supreme Court has stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other factors which could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be "exclusive of any element of value arising from the accomplishment or expectation of the merger." In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a "narrow exclusion [that] does not encompass known elements of value," but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 of the DGCL to mean that "elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered."

        An opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262 of the DGCL. The fair value of their shares as determined under Section 262 of the DGCL could be greater than, the same as, or less than the value of the merger consideration. We do not anticipate offering more than the per share merger consideration to any stockholder exercising appraisal rights and reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the "fair value" of a share of Bridgeview common stock is less than the per share merger consideration.

        If no party files a petition for appraisal within 120 days after the effective time, then you will lose the right to an appraisal, and will instead receive the merger consideration described in the merger agreement, without interest thereon, less any withholding taxes.

        The Delaware Court of Chancery may determine the costs of the appraisal proceeding and may allocate those costs to the parties as the Delaware Court of Chancery determines to be equitable under the circumstances. However, costs do not include attorneys and expert witness fees. Each stockholder exercising appraisal rights is responsible for its own attorneys and expert witnesses expenses, although, upon application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including reasonable attorneys' fees and the fees and expenses of experts, to be charged pro rata against the value of all shares entitled to appraisal.

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        If you have duly demanded an appraisal in compliance with Section 262 of the DGCL you may not, after the effective date of the merger, vote the Bridgeview shares subject to the demand for any purpose or receive any dividends or other distributions on those shares, except dividends or other distributions payable to holders of record of shares of Bridgeview common stock as of a Bridgeview record date prior to the effective date of the merger.

        If you have not commenced an appraisal proceeding or joined such a proceeding as a named party you may withdraw a demand for appraisal and accept the merger consideration by delivering a written withdrawal of the demand for appraisal to the surviving company, except that any attempt to withdraw made more than 60 days after the effective date of the merger will require written approval of the surviving company, and no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery. Such approval may be conditioned on the terms the Delaware Court of Chancery deems just; provided, however, that this provision will not affect the right of any stockholder who has not commenced an appraisal proceeding or joined such proceeding as a named party to withdraw such stockholder's demand for appraisal and to accept the terms offered in the merger within 60 days after the effective date of the merger. If you fail to perfect, successfully withdraw or lose the appraisal right, your shares will be converted into the right to receive the merger consideration, without interest thereon, less any withholding taxes.

        Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of appraisal rights. In that event, you will be entitled to receive the merger consideration for your shares in accordance with the merger agreement. In view of the complexity of the provisions of Section 262 of the DGCL, if you are a Bridgeview stockholder and are considering exercising your appraisal rights under the DGCL, you should consult your own legal advisor.

        THE PROCESS OF DEMANDING AND EXERCISING APPRAISAL RIGHTS REQUIRES STRICT COMPLIANCE WITH TECHNICAL PREREQUISITES. IF YOU WISH TO EXERCISE YOUR APPRAISAL RIGHTS, YOU SHOULD CONSULT WITH YOUR OWN LEGAL COUNSEL IN CONNECTION WITH COMPLIANCE UNDER SECTION 262 OF THE DGCL. TO THE EXTENT THERE ARE ANY INCONSISTENCIES BETWEEN THE FOREGOING SUMMARY AND SECTION 262 OF THE DGCL, THE DGCL WILL GOVERN.

Voting Agreements

        In connection with the execution of the merger agreement, and as a condition to First Midwest's willingness to enter into the merger agreement, all of the directors and executive officers of Bridgeview who beneficially owned in the aggregate approximately 33% of Bridgeview voting common stock and certain Bridgeview stockholders who beneficially owned in the aggregate approximately 29% of Bridgeview voting common stock as of December 6, 2018, have entered into voting agreements with First Midwest. Accordingly, the holders of approximately 62% of the outstanding voting shares entitled to vote on the merger have entered into voting agreements with First Midwest. A copy of the form of these voting agreements is attached as Annex 1-B to Appendix A to this proxy statement/prospectus.

        Under the voting agreement, each such stockholder has agreed, with respect to the shares of Bridgeview common stock owned of record or beneficially by the stockholder, that at any meeting of Bridgeview stockholders in relation to the merger agreement and transactions contemplated by the merger agreement and at the special stockholders meeting or any other meeting or action of Bridgeview stockholders called in relation to such matters, the stockholder will vote, or cause to be voted, such shares as follows:

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        The voting agreement also contains restrictions on the sale, transfer, assignment, pledge or other disposition of the stockholder's shares or the voting rights thereunder prior to the effective time of the merger, unless the proposed transferee executes and delivers an agreement in which it agrees to comply with the requirements of the voting agreement.

        The voting agreement will terminate automatically upon the termination of the merger agreement, in the event the board of directors of Bridgeview submits the merger agreement to the Bridgeview stockholders without a recommendation for approval or upon the eight-month anniversary of the closing date of the merger.

Restrictive Covenant Agreements

        In connection with the execution of the merger agreement, and as a condition to First Midwest's willingness to enter into the merger agreement, all of the directors and executive officers of Bridgeview who beneficially owned in the aggregate approximately 33% of Bridgeview's outstanding common stock as of the Bridgeview record date, have entered into restrictive covenant agreements with First Midwest. Copies of the forms of these restrictive covenant agreements are attached as Annex 2-B to Appendix A to this proxy statement/prospectus.

        Under the restrictive covenant agreements, each director has agreed to keep secret and confidential certain information related to Bridgeview, Bridgeview Bank and their respective businesses and certain directors have agreed to refrain from competing against the business of Bridgeview and soliciting the customers or employees of Bridgeview for between six (6) and eighteen (18) months following the effective time of the merger.

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PRICE RANGE OF COMMON STOCK AND DIVIDENDS

Market Prices

        First Midwest common stock is traded on the Nasdaq Stock Market under the symbol "FMBI." The high and low trading prices for First Midwest common stock as of December 6, 2018, the last trading day immediately before the public announcement of the merger, were $22.00 and $21.33, respectively. The high and low trading prices for First Midwest common stock as of                , 2019, the latest practicable date before the date of this proxy statement/prospectus, were $            and $            , respectively.

        You should obtain current market quotations for First Midwest common stock as the market price of First Midwest common stock will fluctuate between the date of this proxy statement/prospectus and the date on which the merger is completed. You can get these quotations from newspapers, on the internet or by calling your broker.

        Bridgeview common stock is not traded or quoted over-the-counter. Any market in Bridgeview common stock prior to the merger should be characterized as illiquid and irregular.

        As of February 12, 2019, there were approximately 2,258 holders of record of First Midwest common stock. As of February 14, 2019, there were approximately 76 holders of record of Bridgeview common stock. These numbers do not reflect the number of persons or entities who hold their stock in nominee or "street name" through brokerage firms.

        Past price performance is not necessarily indicative of likely future performance. Because market prices of shares of First Midwest common stock will fluctuate, you are urged to obtain current market prices for shares of First Midwest common stock. No assurance can be given concerning the market price of shares of First Midwest common stock before or after the effective date of the merger. Changes in the market price of shares of First Midwest common stock prior to the completion of the merger will affect the market value of the merger consideration that Bridgeview stockholders will receive upon completion of the merger.

Dividends and Other Matters

        In the first three quarters of 2018, First Midwest declared a quarterly cash dividend of $0.11 per share of First Midwest common stock and in the fourth quarter of 2018, First Midwest declared a quarterly cash dividend of $0.12 per share of First Midwest common stock. The actual payment of future dividends will depend on various factors including the discretion of First Midwest's board of directors, earnings, cash requirements, the financial condition of First Midwest, applicable state law and government regulations and other factors deemed relevant by First Midwest's board of directors, which may change at any time.

        First Midwest may repurchase shares of its common stock in accordance with applicable legal and regulatory guidelines. The actual amount of shares repurchased will depend on various factors, including: the discretion of First Midwest's board of directors, market conditions, legal and regulatory limitations and considerations affecting the amount and timing of repurchase activity, the company's capital position, internal capital generation and alternative potential investment opportunities.

        First Midwest's primary source of liquidity is dividend payments from First Midwest Bank. In addition to requirements to maintain adequate capital above regulatory minimums, First Midwest Bank is limited in the amount of dividends it can pay to First Midwest under the Illinois Banking Act. Under this law, First Midwest Bank is permitted to declare and pay dividends in amounts up to the amount of its accumulated net profits, provided that it retains in its surplus at least one-tenth of its net profits since the date of the declaration of its most recent dividend until those additions to surplus, in the aggregate, equal the paid-in capital of First Midwest Bank. While it continues its banking business,

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First Midwest Bank may not pay dividends in excess of its net profits then on hand (after deductions for losses and bad debts). In addition, First Midwest Bank is limited in the amount of dividends it can pay under the Federal Reserve Act and Regulation H. For example, dividends cannot be paid that would constitute a withdrawal of capital, dividends cannot be declared or paid if they exceed a bank's undivided profits and a bank may not declare or pay a dividend if all dividends declared during the calendar year are greater than current year net income plus retained net income of the prior two years without Federal Reserve approval.

        Since First Midwest is a legal entity separate and distinct from First Midwest Bank, its dividends to stockholders are not subject to the bank dividend guidelines discussed above. However, First Midwest is subject to other regulatory policies and requirements related to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums. The Federal Reserve and the IDFPR are authorized to determine that the payment of dividends by First Midwest would be an unsafe or unsound practice and to prohibit payment under certain circumstances related to the financial condition of a bank or bank holding company. The Federal Reserve has taken the position that dividends that would create pressure or undermine the safety and soundness of a subsidiary bank are inappropriate. Due to the current financial and economic environment, the Federal Reserve indicated that bank holding companies should carefully review their dividend policy and discourages payment ratios that are at maximum allowable levels, unless both asset quality and capital are very strong.

        Bridgeview has not paid any dividends to holders of its common stock during 2019 or the last two most recent fiscal years. Pursuant to the merger agreement, Bridgeview is generally prohibited from paying cash dividends to holders of its common stock prior to completion of the merger.

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INFORMATION ABOUT THE COMPANIES

First Midwest

        First Midwest is a relationship-focused financial institution and one of the largest independent publicly-traded bank holding companies based on assets headquartered in Chicago and the Midwest, with over $15 billion in assets and approximately $11 billion in assets under management. First Midwest's principal subsidiary, First Midwest Bank, and other affiliates provide a full range of commercial, treasury management, equipment leasing, consumer, wealth management, trust and private banking products and services through locations in metropolitan Chicago, northwest Indiana, central and western Illinois, and eastern Iowa. First Midwest common stock is traded on the Nasdaq Stock Market under the symbol "FMBI."

        First Midwest's executive offices are located at 8750 West Bryn Mawr Avenue, Suite 1300, Chicago, Illinois 60631, and its telephone number is (708) 831-7483.

Bridgeview

        Bridgeview is a financial services and registered bank holding company headquartered in Bridgeview, Illinois. Bridgeview's primary business is operating its wholly-owned subsidiary, Bridgeview Bank, an Illinois state chartered bank founded in 1971. Bridgeview Bank provides a full range of commercial and retail banking products and services.

        For over 45 years, Bridgeview Bank has delivered uncompromising customer service and financial expertise to the Chicagoland area. Bridgeview Bank provides its customers with these benefits without the hassles and impersonal service of the "big box" banks. Today, Bridgeview Bank operates 13 full-service banking facilities in and around Chicagoland, including locations in Bridgeview, Woodridge, Oswego, the Northern suburbs and in the Edgewater, Lincoln Park, Lincoln Square and Uptown communities in Chicago, Illinois.

        Bridgeview Bank prides itself on honesty and fair dealing, and is dedicated to providing a better banking experience for all of its personal and business banking customers.

        On December 31, 2018, Bridgeview Bank had approximately $1.3 billion in total assets, $1.0 billion in deposits and $900 million in total loans.

        Bridgeview common stock is privately held and is not quoted on any stock exchange or market.

        Bridgeview's executive offices are located at 7940 South Harlem Avenue, Bridgeview, Illinois 60455, and its telephone number is (708) 594-7400.

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DESCRIPTION OF FIRST MIDWEST CAPITAL STOCK

        As a result of the merger, Bridgeview stockholders who receive shares of First Midwest common stock in the merger will become stockholders of First Midwest. First Midwest stockholder's rights will be governed by Delaware law and the restated certificate of incorporation and the amended and restated by-laws of First Midwest as may be amended and in effect from time to time. The following description of the material terms of First Midwest's capital stock, including the common stock to be issued in the merger, reflects the anticipated state of affairs upon completion of the merger. We urge all Bridgeview stockholders to read the applicable provisions of Delaware law, First Midwest's restated certificate of incorporation and amended and restated by-laws and federal law governing bank holding companies carefully and in their entirety. Copies of First Midwest's restated certificate of incorporation and First Midwest's amended and restated by-laws have been filed with the SEC. To find out where copies of these documents can be obtained, see "Where You Can Find More Information."

General

        First Midwest's authorized capital stock consists of 250,000,000 shares of First Midwest common stock, par value $0.01 per share, and 1,000,000, shares of preferred stock, without par value. As of the Bridgeview record date, there were                shares of First Midwest common stock, including                shares of restricted stock, outstanding and no shares of First Midwest preferred stock outstanding. In addition, as of the Bridgeview record date,                shares of First Midwest common stock were reserved for issuance upon vesting of awards of performance shares and restricted stock units under First Midwest's equity compensation plans.

        Because First Midwest is a holding company, the rights of First Midwest to participate in any distribution of assets of any subsidiary upon its liquidation or reorganization or otherwise (and thus the ability of First Midwest stockholders to benefit indirectly from such distribution) would be subject to the prior claims of creditors of that subsidiary, except to the extent that First Midwest itself may be a creditor of that subsidiary with recognized claims. Claims on First Midwest's subsidiaries by creditors other than First Midwest will include substantial obligations with respect to deposit liabilities and purchased funds.

Preferred Stock

        First Midwest's restated certificate of incorporation authorizes the First Midwest board of directors to authorize the issuance of shares of First Midwest preferred stock without stockholder approval. The First Midwest board of directors is authorized to divide the preferred stock into series and, subject to applicable law, to fix for any series of preferred stock the number of shares of such series and the voting powers (if any), designations and preferences, priorities, qualifications, privileges, limitations, restrictions, options, conversion rights, dividend features, retirement features, liquidation features, redemption features and any other special or relative rights that may be desired for any such series. If and when any First Midwest preferred stock is issued, the holders of First Midwest preferred stock may have a preference over holders of First Midwest common stock in the payment of dividends, upon liquidation of First Midwest, in respect of voting rights and in the redemption of the capital stock of First Midwest.

Common Stock

        Dividends.    Subject to the rights of any series of preferred stock authorized by the board of directors as provided by First Midwest's restated certificate of incorporation, the holders of First Midwest common stock are entitled to dividends as and when declared by the First Midwest board of directors out of funds legally available for the payment of dividends.

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        Voting Rights.    Each holder of First Midwest common stock has one vote for each share held on matters presented for consideration by the stockholders. Except as otherwise required by law or provided in any resolution adopted by First Midwest's board of directors with respect to any series of preferred stock, the holders of common stock possess all voting power. First Midwest's restated certificate of incorporation does not provide for cumulative voting in the election of directors.

        Preemptive Rights.    The holders of First Midwest common stock have no preemptive rights and no right to convert their stock into any other securities.

        Redemption and Sinking Fund.    There are no redemption or sinking fund provisions applicable to First Midwest common stock. The holders of First Midwest common stock will have no liability for further calls or assessments and will not be personally liable for the payment of First Midwest's debts except as they may be liable by reason of their own conduct or acts.

        Issuance of Stock.    First Midwest's restated certificate of incorporation authorizes the First Midwest board of directors to authorize the issuance of shares of First Midwest common stock and any other securities without stockholder approval. However, First Midwest common stock is listed on the Nasdaq Stock Market, which requires stockholder approval of the issuance of additional shares of First Midwest common stock under certain circumstances. The DGCL also requires stockholder approval of the issuance of additional shares of First Midwest common stock under certain circumstances.

        Liquidation Rights.    In the event of liquidation or dissolution, subject to the rights of any outstanding series of preferred stock and creditors of First Midwest, the holders of First Midwest common stock are entitled to share in all assets remaining for distribution to holders of common stock according to their interests therein.

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COMPARISON OF STOCKHOLDER RIGHTS

        The rights of First Midwest stockholders are governed by the DGCL, and First Midwest's restated certificate of incorporation and amended and restated by-laws. The rights of Bridgeview stockholders are governed by the DGCL and Bridgeview's certificate of incorporation, as amended, and by-laws. After the merger, the rights of Bridgeview and First Midwest stockholders will be governed by the DGCL and First Midwest's restated certificate of incorporation and amended and restated by-laws. The following discussion summarizes the material differences between the rights of Bridgeview stockholders and the rights of First Midwest stockholders. We urge you to read First Midwest's restated certificate of incorporation, First Midwest's amended and restated by-laws, Bridgeview's certificate of incorporation, as amended, Bridgeview's by-laws, and the DGCL carefully and in their entirety.

Authorized Capital Stock

  First Midwest.    First Midwest's restated certificate of incorporation authorizes it to issue up to 250,000,000 shares of First Midwest common stock, par value $0.01 per share, and 1,000,000 shares of preferred stock, without par value. As of the Bridgeview record date, there were                shares of First Midwest common stock, including                shares of restricted stock, outstanding and no shares of First Midwest preferred stock outstanding. See "Description of First Midwest Capital Stock." As of the Bridgeview record date,                shares of First Midwest common stock were reserved for issuance upon vesting of awards of performance shares and restricted stock units under First Midwest's equity compensation plans.   Bridgeview.    Bridgeview's certificate of incorporation, as amended, provides that the authorized capital stock of Bridgeview consists of 23,000,000 shares of voting common stock, par value $0.10 per share, 500,000 shares of non-voting common stock, par value $0.10 per share, 7,000,000 shares of Series A non-voting common stock and 40,000 shares of preferred stock, par value $0.01 per share. As of the Bridgeview record date, there were 17,089,218 shares of Bridgeview common stock outstanding, consisting of 10,525,882 shares of Bridgeview voting common stock (which includes 8,334 shares of outstanding Bridgeview restricted voting common stock), 283,366 shares of Bridgeview non-voting common stock outstanding, 6,279,970 shares of Bridgeview Series A non-voting common stock outstanding and no shares of Bridgeview preferred stock outstanding. As of the Bridgeview record date, of the authorized capital stock, 3,440,900 shares of Bridgeview voting common stock were issuable upon vesting of awards under Bridgeview's equity compensation plans.

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Size of Board of Directors

 

First Midwest.    First Midwest's restated certificate of incorporation provides for First Midwest's board of directors to consist of not less than 3 nor more than 20 directors, with the exact number to be fixed by First Midwest's board of directors from time to time. The First Midwest board of directors currently has 13 directors.

 

Bridgeview.    Bridgeview's by-laws provide for Bridgeview's board of directors to consist initially of 5 directors, with the exact number to be fixed by the resolution of Bridgeview's board of directors from time to time. The board of directors of Bridgeview currently has 8 directors.

Classes of Directors

 

First Midwest.    On May 17, 2017, First Midwest's restated certificate of incorporation was amended to declassify the board of directors. First Midwest has engaged in a three-year process to declassify its board of directors, which will conclude at First Midwest's 2019 annual meeting. Accordingly, all director terms will expire at the next annual meeting of stockholders and the successors of the directors whose terms expire at each annual meeting of stockholders will serve a term of office expiring at the annual meeting of stockholders next following their election. Holders of shares of First Midwest common stock do not have the right to cumulate their votes in the election of directors.

 

Bridgeview.    Bridgeview's by-laws provide that Bridgeview's board of directors consists of one class of directors, elected on an annual basis. Holders of shares of Bridgeview common stock do not have the right to cumulate their votes in the election of directors.

Removal of Directors

 

First Midwest.    Under First Midwest's restated certificate of incorporation, any First Midwest director may be removed either for or without cause at any time by the affirmative vote of the holders of at least a majority of the shares then entitled to vote in the election of directors.

 

Bridgeview.    Under Bridgeview's by-laws, any Bridgeview director may be removed either for or without cause at any time by the affirmative vote of the holders of at least a majority of the shares then entitled to vote in the election of directors.

Filling Vacancies on the Board of Directors

 

First Midwest.    Under First Midwest's restated certificate of incorporation, any vacancy occurring in First Midwest's board of directors will be filled by a majority vote of the remaining directors.

 

Bridgeview.    Under Bridgeview's by-laws any vacancy occurring in Bridgeview's board of directors may be filled by a majority vote of the remaining directors, although less than a quorum, or by a sole remaining director.

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Nomination of Director Candidates by Stockholders

 

First Midwest.    First Midwest's restated certificate of incorporation establishes procedures that stockholders must follow to nominate persons for election to First Midwest's board of directors. The stockholder making the nomination must deliver written notice to First Midwest's Secretary between 120 and 180 days prior to the date of the meeting at which directors will be elected. However, if less than 130-days' notice is given of the meeting date, that written notice by the stockholder must be delivered by the tenth day after the day on which the meeting date notice was given. Notice will be deemed to have been given more than 130 days prior to the annual meeting if First Midwest previously disclosed that the meeting in each year is to be held on a specific date.

The nomination notice must set forth certain information about the person to be nominated, including information that is required pursuant to paragraphs (a), (e) and (f) of Item 401 of Regulation S-K adopted by the SEC, and must also include the nominee's written consent to being nominated and to serving as a director if elected. The nomination notice must also set forth certain information about the person submitting the notice, including the stockholder's name and address and the class and number of First Midwest shares that the stockholder owns of record or beneficially. The person presiding at the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the provisions of First Midwest's restated certificate of incorporation, and the defective nomination will be disregarded.

 

Bridgeview.    Bridgeview's by-laws provide procedures that stockholders must follow to nominate persons for election to Bridgeview's board of directors. The stockholder making the nomination must deliver written notice to Bridgeview's Chairman of the Board, the Vice Chairman of the Board or the Secretary at least 120 days prior to the anniversary date of the mailing of proxy materials by Bridgeview in connection with the immediately preceding annual meeting of Bridgeview stockholders.

The nomination notice must set forth certain information about the person to be nominated, including the nominee's name and qualifications. The nomination notice must also set forth certain information about the person submitting the notice, including the stockholder's name and record address and the number of Bridgeview shares that the stockholder beneficially owns. The person presiding at the meeting may refuse to acknowledge and disregard the proposal of any stockholder not made in compliance with these requirements.

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Calling Special Meetings of Stockholders

 

First Midwest.    A special meeting of stockholders may be called only by First Midwest's board of directors, by First Midwest's Chairman of the board of directors or by First Midwest's President; provided, however, that holders of at least 51% of First Midwest's outstanding stock entitled to vote generally in the election of directors may also call a special meeting solely for the purpose of removing a director or directors for cause.

 

Bridgeview.    A special meeting of stockholders may be called at any time by Bridgeview's Chairman of the board of directors, by Bridgeview's Vice Chairman of the board of directors, or by Bridgeview's Secretary, and will be called upon a request in writing stating the purpose of such special meeting signed by a majority of Bridgeview's board of directors.

Stockholder Proposals

 

First Midwest.    First Midwest's amended and restated bylaws provide that stockholder proposals brought before any stockholder meeting will be determined by a majority of the votes cast, unless a greater number is required by law or the First Midwest restated certificate of incorporation for the action proposed.

First Midwest's restated certificate of incorporation provides that a stockholder must give advance written notice to First Midwest of any proposal for business to be transacted at an annual or special meeting of stockholders. The notice must be in writing and must be delivered to the Secretary of First Midwest between 120 and 180 days before the stockholder meeting. However, if less than 130-days' notice is given of the meeting date, that written notice by the stockholder must be delivered by the tenth day after the day on which the meeting date notice was given.

 

Bridgeview.    Bridgeview's by-laws provide that a stockholder must give advance written notice to Bridgeview's Chairman of the board of directors, Bridgeview's Vice Chairman of the board of directors or Bridgeview's Secretary of its intent to bring any proposal or proposal for business to be transacted at an annual meeting of stockholders. The notice must be in writing and must be personally delivered or mailed by United States mail, certified or registered with return receipt requested, and received by Bridgeview's Chairman of the board of directors, Bridgeview's Vice Chairman of the board of directors or Bridgeview's Secretary at the principal executive offices of Bridgeview not less than 120 days prior to the anniversary date of the mailing of proxy materials by Bridgeview in connection with the immediately preceding annual meeting of stockholders of Bridgeview.

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Stockholder notice for stockholder proposals must set forth, as to each matter such stockholder proposes to bring before the stockholder meeting, (i) a brief description of the business desired to be brought before the meeting and the reasons for why the stockholder favors the proposal, (ii) the name and record address of such stockholder, (iii) the class or series and number of shares of First Midwest capital stock which are owned beneficially or of record of such stockholder, and (iv) any material interest of the stockholder in such proposal.

 

Stockholder notice for stockholder proposals must set forth, as to each item of business the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the meeting, and in the case of a nomination for election of director, such nominee's name and qualifications, (ii) the name and record address of the stockholder or stockholders proposing such business, (iii) the number of shares of Bridgeview common stock which are beneficially owned by such stockholder or stockholders and (iv) any material interest of the stockholder in such business.

Notice of Stockholder Meetings

 

First Midwest.    First Midwest's amended and restated by-laws provide that First Midwest must notify stockholders between 10 and 60 days before any stockholder meeting of the place, day and hour of the meeting and the general nature of the business to be considered at the meeting.

 

Bridgeview.    Bridgeview's by-laws provide that Bridgeview must notify stockholders between 10 and 60 days before any stockholder meeting of the place, day and hour of the meeting and the purpose or purposes for which the meeting is called.

Stockholder Rights Plans ("Poison Pill")

 

First Midwest.    First Midwest does not have a stockholder rights plan in place.

 

Bridgeview.    Bridgeview does not have a stockholder rights plan in place.

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Indemnification of Directors and Officers

 

First Midwest.    First Midwest's amended and restated by-laws provide that First Midwest will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was a director, officer, employee or agent of First Midwest or by reason of the fact that such person is or was serving at the request of First Midwest as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, but in each case only if and to the extent permitted under Delaware or federal law.

 

Bridgeview.    Bridgeview's certificate of incorporation, as amended, provides that Bridgeview will indemnify, to the extent permitted by Delaware law, each director or executive officer of Bridgeview who is or was serving at the request of Bridgeview as a director, officer, employee or agent of another corporation, bank, partnership, joint venture, trust, or other enterprise. Bridgeview's certificate of incorporation, as amended, defines an executive officer of Bridgeview as including any person who is or was Chairman of the board of directors, Vice Chairman of the board of directors, President, an Executive Vice President, a Senior Vice President or the Secretary.

Bridgeview's certificate of incorporation, as amended, also provides that Bridgeview will indemnify, to the extent permitted by Delaware law, each person who is or was an officer (other than an executive officer), an employee or an agent of Bridgeview, or who is or was serving at the request of Bridgeview as a director, officer, employee or agent of another corporation, bank, partnership, joint venture, trust, or other enterprise.

Bridgeview's by-laws provide that Bridgeview will indemnify, to the extent permitted by Delaware law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was an officer, director or employee of Bridgeview, or is or was serving at the request of Bridgeview as a director, officer,

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employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against liabilities and expenses reasonably incurred or paid by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative. Bridgeview's by-laws define "liabilities" and "expenses" as including, without limitation: liabilities, losses, damages, judgments, fines, penalties, amounts paid in settlement, expenses, attorneys' fees and costs.

Amendments to Certificate of Incorporation and By-Laws

 

First Midwest.    First Midwest's restated certificate of incorporation provides that the affirmative vote of the holders of at least 80% of the outstanding shares of capital stock entitled to vote is required to alter, amend or repeal most provisions of the restated certificate of incorporation; provided, however, if any proposal to alter, amend or repeal any such provision is approved by 80% of the board of directors, then in such case only the affirmative vote as is required by law or as may otherwise be required by the restated certificate of incorporation of the outstanding shares of capital stock entitled to vote is required to alter, amend or repeal such provision. First Midwest's amended and restated by-laws may be amended only upon the affirmative vote of a majority of all of the directors or upon the affirmative vote of the holders of at least 67% of the voting power of the then outstanding shares of capital stock entitled to vote.

 

Bridgeview.    In accordance with the DGCL, an affirmative vote of a majority of the outstanding capital stock entitled to vote is required to alter, amend or repeal most provisions of Bridgeview's certificate of incorporation. Bridgeview's by-laws provide that Bridgeview's by-laws may be altered, amended or repealed and new by-laws may be adopted by Bridgeview's board of directors at any regular or special meeting of the board of directors.

Forum Selection Clause

 

First Midwest.    First Midwest's by-laws were amended on May 18, 2016 to provide that Delaware will be the sole and exclusive forum for certain types of legal actions unless First Midwest consents in writing to the selection of an alternative forum.

 

Bridgeview.    Bridgeview does not have a forum selection clause in its certificate of incorporation, as amended, or by-laws.

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SECURITY OWNERSHIP OF CERTAIN BRIDGEVIEW BENEFICIAL OWNERS AND
MANAGEMENT

        The following tables set forth, as of February 1, 2019, holdings of Bridgeview voting common stock by (i) each person who is known to Bridgeview to be the beneficial owner of more than 5% of Bridgeview voting common stock; (ii) each director of Bridgeview; (iii) each executive officer of Bridgeview; and (iv) all directors and executive officers of Bridgeview as a group. The information contained herein has been obtained from Bridgeview's records and from information furnished directly to Bridgeview by each individual or entity. Applicable percentage ownership in each of the tables is based on 10,525,882 shares of Bridgeview voting common stock (which includes 8,334 shares of Bridgeview restricted voting common stock) outstanding as of February 14, 2019. Except as otherwise indicated in the footnotes to the table, the beneficial owners listed have sole voting and investment power as to all of the shares beneficially owned by them (or, where applicable, shared power with such individual's spouse with respect to shares owned as community property). Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act; however, the inclusion of shares of the Bridgeview common stock in the tables below will not be deemed an admission of beneficial ownership of all the reported shares for any purpose. The address for each director and executive officer listed below is c/o Bridgeview Bancorp, Inc., 7940 South Harlem Avenue, Bridgeview, Illinois 60455.

Directors and Executive Officers

        The following table sets forth the number and percentage of shares of Bridgeview voting common stock beneficially owned, as of February 1, 2019, by: (i) each of Bridgeview's directors; (ii) each of Bridgeview's executive officers; and (iii) all directors and executive officers of Bridgeview as a group.

Name of Beneficial
Owner
  Position   Shares of
Bridgeview
Voting
Common Stock
Beneficially
Owned
  Shares of
Bridgeview
Non-Voting
Common Stock
Beneficially
Owned
  Shares of
Bridgeview
Series A
Non-Voting
Common Stock
Beneficially
Owned
  Percent of
Bridgeview
Voting
Common
Stock
 

Thomas P. Haleas

  Director/Executive Vice President     2,573,710 (1)           22.0 %

Peter J. Haleas

  Chairman of the Board of Directors     1,658,671 (2)           15.8 %

William L. Conaghan

  Director/President and Chief Executive Officer     777,679 (3)           7.1 %

Bryan Griffin

  Chief Lending Officer     217,436 (4)   300         2.0 %

Nicolas S. Mando(5)

  Chief Operating Officer     139,643     1,440         1.3 %

Gerald E. Pfeiffer

  Chief Financial Officer     73,529 (6)               0.7 %

Jill Belconis

  Director                  

Henchy R. Enden

  Director                  

J. Michael Hester

  Director                  

Brian D. Jones

  Director                  

Michael F. Rosinus

  Director                  

All Directors and Executive Officers as a group (11 in number)

        5,440,667     1,740         48.9 %

(1)
Includes 6,100 shares held through the Thomas P. Haleas IRA. Also includes 1,176,386 shares underlying options that are currently exercisable and 8,334 shares of restricted stock with respect to which Mr. Haleas may exercise voting rights.

(2)
Includes 12,800 shares held through the Peter J. Haleas IRA and 700 shares held through the Peter J. Haleas SEP.

(3)
Includes 48,000 shares held through the William L. Conaghan IRA. Also includes 509,221 shares underlying options that are currently exercisable.

(4)
Includes 32,265 shares held jointly by Mr. Griffin and his spouse. Also includes 185,171 shares underlying options that are currently exercisable.

(5)
Includes 47,058 shares held through the Madison Trust Company FBO Nicolas S. Mando. Also includes 92,585 shares underlying options that are currently exercisable.

(6)
Includes 73,529 shares held jointly by Mr. Pfeiffer and his spouse.

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Principal Stockholders

        The following table sets forth the number and percentage of shares of Bridgeview voting common stock beneficially owned, as of February 1, 2019, by each person who is known to Bridgeview to be the beneficial owner of more than 5% of Bridgeview voting common stock.

Name of Beneficial Owner
  Shares of
Bridgeview Voting
Common Stock
Beneficially Owned
  Shares of
Bridgeview Non-
Voting Common Stock
Beneficially Owned
  Shares of
Bridgeview Series A Non-
Voting Common Stock
Beneficially Owned
  Percent of
Bridgeview Voting
Common Stock
 

Thomas P. Haleas

    2,573,710 (1)           22.0 %

Peter J. Haleas

    1,658,671 (2)           15.8 %

MFP Partners, L.P. 

    1,036,060             9.8 %

Michael T. O'Brien/Deerhill Pond Investment Partners, L.P. 

    1,036,060             9.8 %

JAM Special Opportunities Fund III, L.P. 

    851,195                 8.1 %

William L. Conaghan

    777,679 (3)           7.1 %

(1)
Includes 6,100 shares held through the Thomas P. Haleas IRA. Also includes 1,176,386 shares underlying options that are currently exercisable and 8,334 shares of restricted stock.

(2)
Includes 12,800 shares held through the Peter J. Haleas IRA and 700 shares held through the Peter J. Haleas SEP.

(3)
Includes 48,000 shares held through the William L. Conaghan IRA. Also includes 509,221 shares underlying options that are currently exercisable.


STOCKHOLDER PROPOSALS

        Bridgeview held its annual meeting of stockholders on April 26, 2018. If the merger is completed, Bridgeview stockholders will become stockholders of First Midwest and there will be no future annual meetings of Bridgeview stockholders.

        Bridgeview's next annual meeting is currently anticipated to be held on May 23, 2019, if the merger has not been completed by that date, or at all, any stockholder nominations or proposals intended to be presented at Bridgeview's next annual meeting must be submitted in accordance with Bridgeview's bylaws and applicable law.


VALIDITY OF SECURITIES

        The validity of the First Midwest common stock to be issued in connection with the merger has been passed upon for First Midwest by Chapman and Cutler.


EXPERTS

        The consolidated financial statements of First Midwest Bancorp, Inc. appearing in First Midwest Bancorp, Inc.'s Annual Report (Form 10-K) for the year ended December 31, 2017, and the effectiveness of First Midwest Bancorp, Inc.'s internal control over financial reporting as of December 31, 2017 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements and First Midwest Bancorp, Inc. management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2017 are

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incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

        The consolidated financial statements of Bridgeview Bancorp, Inc. and its subsidiaries as of December 31, 2017 and 2016 and for each of the years in the two-year period ended December 31, 2017, have been audited by Plante & Moran, PLLC, an independent public accounting firm, as stated in their reports thereon and included in the registration statement of which this proxy statement/prospectus is a part in reliance upon such reports and upon the authority of such firm as experts in accounting and auditing.


OTHER MATTERS

        As of the date of this proxy statement/prospectus, Bridgeview's board of directors knows of no matter that will be presented for consideration at its special meeting other than as described in this proxy statement/prospectus. If any other matters properly come before the Bridgeview special meeting, or any adjournments thereof, and are voted upon, the enclosed proxies will be deemed to confer discretionary authority on the individuals that they name as proxies to vote the shares represented by those proxies as to any of these matters. The individuals named as proxies intend to vote or not to vote in accordance with the recommendation of the board of directors of Bridgeview.


WHERE YOU CAN FIND MORE INFORMATION

        First Midwest has filed a registration statement with the SEC under the Securities Act that registers the distribution to Bridgeview stockholders of the shares of First Midwest common stock to be issued in the merger.

        The registration statement, of which this proxy statement/prospectus is a part, including the attached appendices and exhibits, contains additional relevant information about First Midwest and its common stock, Bridgeview and the combined company.

        First Midwest is required to file annual, quarterly and current reports, proxy statements and other information with the SEC. First Midwest's filings with the SEC are available to the public through the SEC's Internet website at http://www.sec.gov. You can also find information about First Midwest by visiting First Midwest's website at www.firstmidwest.com. Information contained on these websites does not constitute part of this proxy statement/prospectus.

        The SEC allows First Midwest to "incorporate by reference" information into this proxy statement/prospectus. This means that First Midwest can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this proxy statement/prospectus, except for any information that is superseded by information that is included directly in this proxy statement/prospectus.

        This proxy statement/prospectus incorporates by reference the documents listed below that First Midwest has previously filed with the SEC (other than the portions of those documents not deemed to be filed). They contain important information about First Midwest and First Midwest's financial condition:

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        First Midwest incorporates by reference additional documents that it may file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act between the date of this proxy statement/prospectus and the date of Bridgeview's special meeting (other than the portions of those documents not deemed to be filed). These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.

        First Midwest has supplied all information contained or incorporated by reference in this proxy statement/prospectus relating to First Midwest. Bridgeview has supplied all information contained in this proxy statement/prospectus relating to Bridgeview.

        You can obtain any of the documents incorporated by reference in this proxy statement/prospectus through First Midwest or from the SEC through the SEC's Internet website at http://www.sec.gov. Documents incorporated by reference are available from First Midwest without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit in this proxy statement/prospectus. You can obtain documents incorporated by reference in this proxy statement/prospectus by requesting them in writing at the address, by telephone, or from the website as specified below:

First Midwest Bancorp, Inc.
Attention: Corporate Secretary
8750 West Bryn Mawr Avenue, Suite 1300
Chicago, Illinois 60631
www.firstmidwest.com
(708) 831-7483

        You will not be charged for any of these documents that you request. In order for you to receive timely delivery of the documents, you must request them no later than                        , 2019, in order to receive them before the Bridgeview special meeting. If you request any incorporated documents, First Midwest will mail them to you by first-class mail, or another equally prompt means, within one business day after it receives your request.

        We have not authorized anyone to give any information or make any representation about the merger agreement or the merger or our companies that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that First Midwest has incorporated into this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

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INDEX TO FINANCIAL STATEMENTS

Bridgeview Bancorp, Inc.

Independent Auditor's Report

    F-2  

Consolidated Financial Statements

       

Consolidated Balance Sheets as of December 31, 2017 and 2016

   
F-4
 

Consolidated Statements of Income for the years ended December 31, 2017 and 2016

   
F-5
 

Consolidated Statements of Comprehensive Income for the years ended December 31, 2017 and 2016

   
F-6
 

Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2017 and 2016

   
F-7
 

Consolidated Statements of Cash Flows for the years ended December 31, 2017 and 2016

   
F-8
 

Notes to Consolidated Financial Statements

   
F-9
 

F-1


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LOGO

Independent Auditor's Report

To the Board of Directors
Bridgeview Bancorp, Inc. and Subsidiary

Report on the Consolidated Financial Statements

        We have audited the accompanying consolidated financial statements of Bridgeview Bancorp, Inc. and Subsidiary (the "Company"), which comprise the consolidated balance sheet as of December 31, 2017 and 2016 and the related consolidated statements of income, comprehensive income, changes in stockholders' equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Management's Responsibility for the Consolidated Financial Statements

        Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

        Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

        An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

        We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

LOGO

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Opinion

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bridgeview Bancorp, Inc. and Subsidiary as of December 31, 2017 and 2016 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Supplementary Information

        Our audits were made for the purpose of forming an opinion on the consolidated financial statements as of and for the years ended December 31, 2017 and 2016 taken as a whole. The accompanying supplementary information (consolidating information as of December 31, 2017 and 2016) is presented for the purpose of additional analysis of the consolidated financial statements rather than to present the financial position and results of operations of the individual entities, and is not a required part of the consolidated financial statements. The supplementary information is the responsibility of management and was derived from, and relates directly to, the underlying accounting records used to prepare the consolidated financial statements. Such supplementary information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements as of December 31, 2017 and 2016 and, in our opinion, is presented fairly, in all material respects, in relation to the consolidated financial statements taken as whole.

Audit of Internal Control Over Financial Reporting

        We also have examined, in accordance with attestation standards established by the American Institute of Certified Public Accountants, Bridgeview Bancorp, Inc. and Subsidiary's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control—Integrated Framework (2013 framework), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated February 21, 2018 expresses an unqualified opinion on the effectiveness of Bridgeview Bancorp, Inc. and Subsidiary's internal control over financial reporting.

GRAPHIC

Chicago, Illinois
February 21, 2018

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Bridgeview Bancorp, Inc. and Subsidiary

CONSOLIDATED BALANCE SHEETS

December 31, 2017 and 2016

(Dollars in Thousands, Except Share Data)

 
  2017   2016  

ASSETS

             

Cash and due from banks

  $ 23,876   $ 26,139  

Interest-bearing deposits in banks

    403     737  

Total cash and cash equivalents

    24,279     26,876  

Certificates of deposit

   
3,100
   
100
 

Loans held for sale

    128,949     138,644  

Investment securities:

             

Available-for-sale

    172,417     90,199  

Held-to-maturity

        21,505  

Federal Home Loan Bank stock

    1,757     2,731  

Loans, net of deferred fees

    751,816     707,302  

Allowance for loan losses

    (8,060 )   (7,520 )

Loans—net of allowance for loan losses

    743,756     699,782  

Other real estate owned

   
12,908
   
13,870
 

Premises, furniture, and equipment—net

    47,330     48,351  

Accrued interest receivable

    3,298     2,698  

Deferred income taxes

    20,926     30,269  

Life settlement contracts

    10,561     9,437  

Investments in unconsolidated subsidiaries

    928     928  

Other assets

    8,678     13,930  

TOTAL ASSETS

  $ 1,178,887   $ 1,099,320  

LIABILITIES

             

Deposits:

             

Noninterest-bearing

  $ 203,292   $ 158,835  

Interest-bearing

    784,526     769,529  

Total deposits

    987,818     928,364  

Bank borrowings

   
37,661
   
21,876
 

Subordinated debentures

    30,928     30,928  

Accrued interest payable and other liabilities

    16,436     15,984  

Total liabilities

    1,072,843     997,152  

SHAREHOLDERS' EQUITY

             

Preferred stock, 40,000 shares with $.01 par authorized:

             

Series A, $1,000 liquidation preference, 50 shares outstanding at December 31, 2016

        50  

Series B, $1,000 liquidation preference, 950 shares outstanding at December 31, 2016

        950  

Common stock:

             

Voting-par value, $.10 per share, 23,000,000 authorized shares; issued and outstanding: 10,175,881 shares at December 31, 2017 and 10,102,105 shares at December 31, 2016

    1,017     1,010  

Series A nonvoting-par value, $.10 per share, 7,000,000 authorized shares; 6,279,970 shares issued and outstanding

    628     628  

Nonvoting-par value $.10 per share, 500,000 authorized shares; 283,366 shares issued and outstanding

    28     28  

Additional paid-in capital

    54,923     53,229  

Retained earnings

    49,949     49,896  

Accumulated other comprehensive loss

    (501 )   (3,623 )

Total shareholders' equity

    106,044     102,168  

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

  $ 1,178,887   $ 1,099,320  

Book value per common share

  $ 6.26   $ 6.01  

Fully diluted book value per common share

  $ 5.96   $ 5.71  

   

See Notes to Consolidated Financial Statements.

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Bridgeview Bancorp, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF INCOME

Years ended December 31, 2017 and 2016

(Dollars in Thousands)

 
  2017   2016  

INTEREST AND DIVIDEND INCOME

             

Loans—Including fees

  $ 41,099   $ 41,379  

Investment securities

    2,825     2,358  

Interest-bearing deposits in banks

    463     72  

Total interest and dividend income

    44,387     43,809  

INTEREST EXPENSE

   
 
   
 
 

Deposits

    4,256     3,491  

Federal Home Loan Bank borrowings

    193     294  

Other borrowings

    87     319  

Subordinated debentures

    1,417     1,266  

Total interest expense

    5,953     5,370  

NET INTEREST INCOME

    38,434     38,439  

PROVISION FOR LOAN LOSSES

   
3,100
   
9,000
 

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

    35,334     29,439  

NONINTEREST INCOME

   
 
   
 
 

Service charges on deposit accounts

    2,406     2,023  

Net realized loss on sales of securities

    (383 )   (20 )

Net realized gain on sales of loans and other mortgage banking income

    114,515     122,865  

Other

    1,644     1,484  

Total noninterest income

    118,182     126,352  

NONINTEREST EXPENSE

   
 
   
 
 

Salaries and employee benefits

    83,817     89,075  

Pension plan termination

    6,252      

Occupancy and equipment

    6,861     6,411  

Marketing and advertising

    3,568     3,366  

Data processing

    6,673     6,358  

FDIC insurance

    463     1,057  

Other real estate owned—net

    1,369     4,828  

Mortgage related appraisal, investor credit, and other loan origination costs

    11,238     9,781  

Mortgage related lead acquisition costs

    11,985     11,492  

Legal expense

    1,467     2,434  

Other

    8,742     9,223  

Total noninterest expense

    142,435     144,025  

Income—before income taxes

    11,081     11,766  

Income tax expense

   
10,078
   
4,293
 

Consolidated net income

  $ 1,003   $ 7,473  

   

See Notes to Consolidated Financial Statements.

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Bridgeview Bancorp, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31, 2017 and 2016

(Dollars in Thousands)

 
  2017   2016  

NET INCOME

  $ 1,003   $ 7,473  

OTHER COMPREHENSIVE INCOME (LOSS)

   
 
   
 
 

Net change on investment securities—available for sale

             

Unrealized gains (losses) on investment securities

    (1,511 )   32  

Reclassification of unrealized gains on securities transferred from held to maturity to available for sale

    780      

Reclassification adjustment for losses realized

    383     20  

Tax effect

    139     (20 )

Total unrealized gains (losses) on investment securities—available for sale

    (209 )   32  

Net change on postretirement benefits

   
 
   
 
 

Pension plan termination

    4,988      

Net unrealized gain (loss) on postretirement benefits

        (541 )

Amortization of unrecognized net actuarial loss before pension plan termination

    472     433  

Tax effect

    (2,129 )   42  

Net change on postretirement benefits

    3,331     (66 )

OTHER COMPREHENSIVE INCOME (LOSS)

    3,122     (34 )

COMPREHENSIVE INCOME

  $ 4,125   $ 7,439  

   

See Notes to Consolidated Financial Statements.

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Bridgeview Bancorp, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

Years Ended December 31, 2017 and 2016

(Dollars in Thousands)

 
   
   
  Common Stock    
   
   
   
 
 
  Preferred Stock    
   
  Accumulated
Other
Comprehensive
Income (Loss)
   
 
 
   
   
  Series A
Nonvoting
  Additional
Paid-in
Capital
  Retained
Earnings
  Total
Shareholders'
Equity
 
 
  Series A   Series B   Voting   Nonvoting  

Balance—December 31, 2015

  $ 50   $ 950   $ 1,010   $ 28   $ 628   $ 52,103   $ 42,423   $ (3,589 )   93,603  

Net income

                            7,473         7,473  

Other comprehensive loss

                                (34 )   (34 )

Additional costs related to 2015 issuance of common shares

                        (13 )           (13 )

Stock-based compensation expense

                        1,139             1,139  

Balance—December 31, 2016

    50     950     1,010     28     628     53,229     49,896     (3,623 )   102,168  

Net income

                            1,003         1,003  

Other comprehensive income

                                3,122     3,122  

Cash payment of dividends on preferred stock

                            (950 )       (950 )

Repurchase of preferred stock

    (50 )   (950 )                           (1,000 )

Issuance of common shares

            10             (10 )            

Retired common shares

            (3 )           3              

Stock-based compensation expense

                        1,701             1,701  

Balance—December 31, 2017

  $   $   $ 1,017   $ 28   $ 628   $ 54,923   $ 49,949   $ (501 ) $ 106,044  

See Notes to Consolidated Financial Statements.

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Bridgeview Bancorp, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31, 2017 and 2016

(Dollars in Thousands)

 
  2017   2016  

Cash Flows from Operating Activities

             

Net Income

  $ 1,003   $ 7,473  

Adjustments to reconcile net income to cash provided by (used in) operating activities: Provision for depreciation and amortization

    1,881     1,692  

Net amortization on securities

    625     498  

Provision for loan losses

    3,100     9,000  

Write-downs of other real estate owned

    34     604  

Deferred income tax adjustment for income tax rate changes

    5,842      

Deferred income taxes

    1,512     4,128  

Loans originated for sale

    (2,191,775 )   (2,629,456 )

Proceeds from sale of loans held for sale

    2,298,533     2,726,711  

Net realized gain on sales of loans

    (97,230 )   (113,694 )

Change in fair value of derivative instruments—net

    301     674  

Change in fair market value of loans held for sale recorded at fair value

    167     (149 )

Net realized loss (gain) on sales of investment securities

    383     20  

(Gain) loss on disposals of property and equipment

    (64 )   8  

Net loss on sale of other real estate owned

    1,055     3,267  

Pension plan termination loss, net of cash contributed

    5,928      

Stock-based compensation expense

    1,701     1,139  

Net change in accrued interest receivable and other assets

    4,294     (157 )

Net change in accrued interest payable and other liabilities

    452     3,166  

Net cash provided by (used in) operating activities

    37,742     14,924  

Cash Flows from Investing Activities

             

Proceeds from maturities and pay-downs of available-for-sale securities

    39,576     11,611  

Proceeds from sales of available-for-sale securities

    42,709     9,957  

Purchases of available-for-sale securities

    (146,335 )   (42 )

Proceeds from maturities and pay-downs of held-to-maturity securities

    2,053     1,501  

Purchases of held-to-maturity securities

        (946 )

Purchase of certificates of deposit

    (3,000 )    

Redemption of FHLB stock

    974      

Premiums paid on life settlement contracts

    (1,608 )   (1,540 )

Net increase in portfolio loans outstanding

    (48,686 )   (47,260 )

Proceeds from sales of premises, property, and equipment

    272     77  

Purchases of premises, property, and equipment

    (1,068 )   (2,071 )

Proceeds from sales of other real estate owned

    1,485     8,572  

Net cash used in investing activities

    (113,628 )   (20,141 )

Cash Flows from Financing Activities

             

Net increase in deposits

    59,454     36,021  

Costs from issuance of common stock

        (13 )

Redemption of preferred stock

    (1,000 )    

Payment of dividends on preferred stock

    (950 )    

Repayments of Federal Home Loan Bank long-term advances

    (54 )   (50 )

Proceeds from (repayment of) other short-term borrowings

    15,839     (29,740 )

Net cash provided by (used in) financing activities

    73,289     6,218  

Net Increase (Decrease) in Cash and Cash Equivalents

    (2,597 )   1,001  

Cash and Cash Equivalents—Beginning of year

    26,876     25,875  

Cash and Cash Equivalents—End of year

  $ 24,279   $ 26,876  

Supplemental Cash Flow Information

             

Cash paid for interest

  $ 5,845   $ 5,275  

Cash received for income tax refunds

    17     216  

Cash paid for income taxes

    670     2,202  

Noncash transactions:

             

Transfer from loans to other real estate owned

    1,612     1,526  

Transfer from other real estate owned to loans

        3,688  

Transfer of securities from held-to-maturity to available-for-sale

    19,451      

   

See Notes to Consolidated Financial Statements.

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Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

        Bridgeview Bancorp, Inc. (the "Company"), a Delaware corporation, provides a full range of banking services to individual and corporate customers through its subsidiary bank, Bridgeview Bank Group ("Bank"). The Company is subject to competition from other financial and nonfinancial institutions providing financial services in its customer service area which is primarily communities located in the Greater Chicago area. The Bank's division, BBMC Mortgage ("BBMC"), operates as an approved residential lender with Freddie Mac (FHLMC), FHA and other private investors and is currently lending in most states throughout the U.S.

        The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (U.S. GAAP) and reporting practices applicable to the banking industry. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying footnotes. Material estimates that are particularly susceptible to significant changes in the near term relate to the allowance for loan losses, valuation of other real estate owned, the valuation and classification of investment securities, the valuation of deferred tax assets, the fair value of derivative instruments and certain key assumptions related to the defined benefit plan. Actual results could differ from those estimates.

        The following is a summary of the significant accounting policies adhered to in the preparation of the consolidated financial statements.

Basis of Consolidation

        The consolidated financial statements of Bridgeview Bancorp, Inc. include the accounts of the Company and its wholly owned subsidiary Bank. The Bank has the following wholly owned subsidiaries: Bridgeview Capital Solutions, LLC (BCS), Bridgeview Commercial Finance, Broadway Clark Building Corporation, and Mill Tax Corporation. Significant intercompany accounts and transactions have been eliminated in consolidation. BBMC Mortgage, LLC (previously a subsidiary of the Bank) was merged into the Bank in 2016.

Cash and Cash Equivalents

        For the purpose of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, federal funds sold and interest-bearing deposits in banks that are either due on demand or have an original maturity of ninety days or less.

Certificates of Deposit

        Certificates of deposit in banks have a range of remaining maturities from 12 months to 56 months. Individual bank certificates do not exceed the FDIC insurance coverage limit of $250,000.

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Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Investment Securities

        The Company classifies its debt and marketable equity securities in one of two categories: held- to-maturity or available-for-sale. Held-to-maturity securities are those debt securities in which the Company has the ability and intent to hold until maturity. All other securities are classified as available-for-sale.

        Held-to-maturity securities are stated at amortized cost which represents actual cost adjusted for amortization of premiums and accretion of discounts. Available-for-sale securities are stated at fair value with unrealized gains/losses, net of related deferred income taxes, recorded in equity as a separate component of accumulated other comprehensive income ("AOCI"). In late 2017, management determined that, in order to provide for improved investment portfolio management opportunities, all held-to-maturity securities should be reclassified to available-for-sale.

        Purchased premiums and discounts are recognized in interest income over the estimated life of the security, using the level-yield method. In determining the estimated life of a mortgage-backed security, certain judgments are required as to the timing and amount of future principal prepayments. These judgments are made based on the actual performance of the underlying security and general market consensus regarding changes in mortgage interest rates and underlying prepayment estimates.

        Purchases and sales of securities are recognized on a trade date basis and are determined using the specific identification method. On a quarterly basis, the Company makes an assessment to determine whether there have been any events or circumstances to indicate that a security for which there is an unrealized loss is impaired on an other-than-temporary ("OTTI") basis. This determination requires significant judgment. OTTI is considered to have occurred (1) if management intends to sell the security; (2) if it is more likely than not we will be required to sell the security before recovery of its amortized cost; or (3) the present value of the expected cash flows is not sufficient to recover the entire amortized cost basis. Presentation of OTTI is made in the income statement on a gross basis with a reduction for the amount of OTTI recognized in OCI. Once an other-than-temporary impairment is recorded, when future cash flows can be reasonably estimated, future cash flows are re-allocated between interest and principal cash flows to provide for a level-yield on the security.

Federal Home Loan Bank Stock

        As a member of the Federal Home Loan Bank of Chicago (FHLBC), the Company is required to hold FHLBC stock. The stock is carried at cost, which approximates fair value. This equity security is restricted in that it can only be sold back to the FHLBC or another member at par. In addition, the Company may have limitations on the timing of redemptions of this stock. Dividends are recorded on the ex-dividend date.

Loans Held for Sale

        Loans held for sale ("LHFS") represents mortgage and small business loan originations intended to be sold in the secondary market. The Company utilizes the Fair Value Option for Financial Assets and Financial Liabilities and has elected to value all loans held for sale originated or purchased in the

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Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

future at fair value. Therefore, all loans held for sale at December 31, 2017 and December 31, 2016 are recorded at fair value. At December 31, 2017 and December 31, 2016, the fair value adjustment to loans held for sale amounted to $5,039 and $4,872, respectively, and is included in net realized gain on sales of loans and other mortgage banking income on the consolidated statements of income. Fair value is determined on an aggregate basis based on commitments from investors to purchase such loans and upon prevailing market rates.

        During the years ended December 31, 2017 and 2016, the Company sold approximately 5% and 19%, respectively, of its mortgage loans originated to Federal Home Loan Mortgage Corp.("FHLMC"). During the same time periods, the Company also sold loans to 34 and 24 institutional investors, respectively.

        During 2017, the Company had 3 investors that individually purchased greater than 10% of its loans sold; cumulatively, those investors purchased 45% of loans sold. During 2016, the Company had 4 investors that individually purchased greater than 10% of its loans sold; cumulatively, those investors purchased 56% of loans sold. During the years ended December 31, 2017 and 2016, approximately 61% and 76%, respectively, were mortgage refinancings compared to 39% and 24%, respectively, new home purchases.

Loans

        Loans are carried at the principal amount outstanding, net of unearned income, net deferred fees or costs, and any direct principal charge-offs. Interest income on loans is accrued based on principal amounts outstanding. Loan origination fees, fees for commitments that are expected to be exercised and certain direct loan origination costs are deferred and the net amount amortized over the estimated life of the related loan or commitment period as a yield adjustment. Other credit-related fees are recognized as fee income when earned.

        Loans are considered past due or delinquent if the required principal and interest payments have not been received as of the date the payment is due. Generally, loans are placed on nonaccrual status: (a) when either principal or interest payments are 90 days or more past due based upon contractual terms or (b) when an individual analysis of a borrower's creditworthiness indicates a loan should be placed on nonaccrual status rather than waiting until the loan becomes 90 days past due. A loan may not be placed on nonaccrual if the loan is well secured and in the process of collection. When a loan is placed on nonaccrual status, unpaid interest accrued to income in the current year is reversed and unpaid interest from prior years is charged against the allowance for loan losses. Subsequent receipts of nonaccrual loans are recorded as a reduction of principal and interest income may only be recorded on a cash basis after recovery of principal is reasonably assured. Nonaccrual loans are returned to accrual status when all delinquent principal and interest payments become current in accordance with the terms of the loan agreement and when the financial position of the borrower and other relevant factors indicate there is little doubt as to collectibility.

        Loans are generally charged-off when deemed uncollectible. A loss is recorded at that time if the net realizable value can be quantified and it is less than the associated principal and interest.

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Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        A loan is considered impaired when, based upon current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due.

        The impairment is measured based upon the present value of expected cash flows or, alternatively, the observable market price of the loans or the fair value of the collateral. The amounts of the impairment, if any, and any subsequent changes, are included as specific reserves as a component of the allowance for loan losses.

        A loan is accounted for as a troubled-debt restructuring when a borrower is experiencing financial difficulties that leads to a restructuring of the loan and the Company grants concessions to the borrower in the restructuring that it would not otherwise consider. These concessions may include rate reductions, principal forgiveness, extensions of maturity date and other actions intended to minimize potential losses. Restructured loans can involve loans remaining on nonaccrual, moving to nonaccrual or continuing on accrual status, depending on the individual facts and circumstances of the borrower.

Allowance for Loan Losses

        The allowance for loan losses ("ALLL") is maintained at a level that the Company believes is sufficient to absorb credit losses inherent in the loan portfolio. The ALLL is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loans are charged against the ALLL when management believes that the collectability of the principal is unlikely. Recoveries on loans previously charged-off are credited to the ALLL when received. The ALLL is evaluated for adequacy on a regular basis and takes into account evaluation of collectability of existing loans, prior loss experience, market and economic data, along with management judgment. While management uses the best information available, this evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

        The allowance consists of provisions for probable losses that have been identified related to specific borrowing relationships that are considered to be impaired (a specific component) as well as probable losses inherent in the loan portfolio that are not specifically identified (a general component). The general component is based upon loan type and is based upon historical loss experience adjusted for qualitative factors and uncertainties that could affect management's estimate of probable losses.

Other Real Estate Owned

        Other real estate owned is comprised of property acquired through, or in lieu of, loan foreclosure. These properties are held for sale and are initially recorded at the lower of the recorded investment in the loan at the time of acquisition or fair value less estimated cost to sell at the date of foreclose. Any write-downs in the carrying value of a property at the time of acquisition are charged against the allowance for loan losses. Any subsequent write-downs to reflect current fair market value less disposition costs, as well as any gains or losses on disposition, as well as revenues and expenses from operations are included in other real estate owned net expenses.

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Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Premises, Furniture and Equipment

        Land is carried at cost. Buildings, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. The provision for depreciation and amortization is computed on a straight-line method over the estimated useful lives of the related assets or the terms of the lease.

        These assets are evaluated periodically for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment exists when the expected undiscounted future cash flows of a long lived asset are less than its carrying value. Impairment losses are recorded in other non-interest expense in the consolidated statements of income.

Life Settlement Contracts

        The Company owns life insurance settlement contracts on three unaffiliated individuals. The Company elected to account for the contracts using the investment method, by which continuing premiums paid are capitalized. At December 31, 2017, the carrying value of the contracts was $10,561, while the realizable face value of the contracts was $28,281. The Company routinely quantifies the expected proceeds from the insurance contracts against the carrying amount of contracts plus anticipated future premiums and capitalizable direct costs. If the expected proceeds will not recover the anticipated investment including estimated future premiums, then an impairment is recognized. During 2017 and 2016, premium expense of $484 and $462, respectively, has been recorded. In the absence of a life settlement event, the Company anticipates paying the following estimated premiums for these contracts over the next five years:

2018

  $ 1,624  

2019

    1,708  

2020

    1,792  

2021

    1,875  

2022

    1,960  

Derivative Instruments

        The Company enters into commitments to originate loans whereby the interest rate on the loan is determined prior to funding (interest rate lock commitments). Interest rate lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. The Company does not designate these derivatives as hedging instruments and accordingly, recognizes the change in their fair value as other noninterest income in the consolidated statements of income. The fair value for interest rate lock commitments is based on secondary market execution prices for similar commitments at December 31, net of estimated direct costs and an estimate of the probability the loan will close. The derivative for interest rate lock commitments is included in other assets in the consolidated balance sheets.

        The Company enters into commitments to sell loans to investors whereby the agreed-upon price for the loan or group of loans is determined prior to the sale of the loans. These commitments have

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Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

expiration dates ranging from 7 days to 60 days, and are typically made on a best efforts basis or mandatory basis. The Company utilizes best efforts commitments on a portion of the open pipeline of loans which become mandatory upon the closing of the underlying loan and a pair-off fee may be charged if the commitment to deliver the loan is not met. The Company enters into forward trade commitments with counter parties on a majority of the open pipeline of loans designated for mandatory delivery by utilizing forward MBS trades. Both best efforts commitments and forward MBS trades economically hedge changes to loan prices locked by the Company, but not yet originated or sold. All mandatory basis commitments and forward trade commitments are considered derivative instruments. The Company does not designate these derivatives as hedging instruments and accordingly, recognizes the change in their fair value as other noninterest income in the consolidated statements of income. The fair value of mandatory forward sale and forward trade commitments is based on secondary market execution prices for similar commitments at the reporting date. The derivative for mandatory sales commitments is included in other assets or other liabilities on the consolidated balance sheets.

Income Taxes

        The Company and its subsidiaries file a consolidated Federal income tax return. The provision for income taxes is based upon income reported in the consolidated statements of income, rather than the amounts reported on the Company's income tax return.

        Deferred income taxes are provided from all significant types of income and expense that are recognized in different periods for financial reporting purposes and income tax reporting purposes. Temporary differences are differences between the amounts of assets and liabilities reported for financial statement purposes and their tax bases.

        Deferred tax assets are recognized for temporary differences that will be deductible in future years' tax returns and for operating loss and tax credit carryforwards. This approach requires the Company to take into account changes in the tax rates when valuing deferred tax assets and liabilities recorded in the consolidated statements of income. Deferred and current tax assets are recognized only if it is more likely than not, based on technical merits, that a tax position will be realized or sustained upon examination by the relevant taxing authority. To the extent a current or deferred tax asset is established which is not more likely than not to be realized, a valuation allowance will be established against the asset.

        The Company will periodically review and evaluate the status of uncertain tax positions and may establish tax reserves for positions that may not be realized. The amount of any such reserves are based on the standards for determining such reserves as set forth in current accounting guidance and our estimates of amounts that may ultimately be due or owed, including interest.

Loss Contingencies

        Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. In addition, loss contingencies include potential losses that may be incurred on contractually required buy-backs of certain mortgage loans previously sold.

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Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Commitments

        In the ordinary course of business, the Company has entered into off-balance sheet financial instruments consisting of commitments to extend credit and standby letters of credit. Such financial instruments are recorded in the consolidated financial statements when they become funded.

Stock Compensation Plan

        U.S. GAAP requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost is measured based on the calculated value of the equity or liability instruments issued. These provisions cover a wide range of share-based compensation arrangements including stock options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. U.S. GAAP also requires entities to measure the cost of employee services received in exchange for stock options or restricted stock based on the grant-date calculated value or fair value, respectively, of the award and to recognize the cost, as compensation expense, over the period the employee is required to provide the services for the awards, which is usually the vesting period.

Comprehensive Income (Loss)

        Comprehensive income (loss) consists of two components, reported net income and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under U.S. GAAP are recorded as an element of equity but are excluded from reported net income. The Company includes changes in unrealized gains and losses on available-for-sale securities and changes in funded status of the pension plan, net of taxes, in other comprehensive income (loss) in the consolidated statements of comprehensive income and consolidated statements of changes in shareholders' equity.

        The components of accumulated other comprehensive income (loss) were as follows:

 
  December 31,  
 
  2017   2016  

Unrealized losses on available-for-sale investment securities

  $ (836 ) $ (487 )

Unrealized actuarial losses on pension plans

        (5,460 )

Total pretax accumulated other comprehensive loss

    (836 )   (5,947 )

Tax effect

    335     2,324  

Net accumulated other comprehensive income (loss)

  $ (501 ) $ (3,623 )

Transfers of Financial Assets

        Transfers of financial assets are accounted for as sales when control over the assets have been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of the right) to pledge or exchange the transferred assets, and (3) the

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Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Company does not maintain effective control over the transferred assets through an arrangement to repurchase them before their maturity.

Reclassifications

        Certain prior year line item amounts in the consolidated financial statements have been reclassified to conform to the current year presentation.

Common Stock Book Value

        The Company utilizes a performance measurement of book value per common share and fully diluted book value per common share. Management calculates book value per common share based on total shareholders' equity less the amount of preferred stock divided by the total outstanding common shares. Fully diluted book value per share assumes all outstanding restricted stock is issued and all stock options with a strike price below current book value per share are exercised. Shareholders' equity and outstanding common shares are adjusted to account for the issuance of the new shares of common stock issued at the strike price. The implicit shareholders' equity is divided by the assumed common shares outstanding after the referenced stock options are exercised and the restricted stock is issued.

Recent Accounting Pronouncements

        In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02—Topic 842 "Leases". This guidance modifies the lease accounting for lessees to report both operating and finance leases on the balance sheet. A "right of use" asset and a lease commitment liability will be shown on the balance sheet. This ASU will be effective for the Company in the year ending December 31, 2019. Management is currently assessing the impact to the Company's consolidated financial statements.

        In June 2016, FASB issued ASU 2016-13—Topic 326 "Financial Instruments—Credit Losses". The new ASU guidance introduces a measurement of expected losses on certain types of financial instruments, i.e. loans and investments. It also modifies the impairment model on available-for-sale debt securities and provides an accounting model for purchased financial assets with credit deterioration since their origination. This ASU will be effective for the Company in the year ending December 31, 2021. Management is currently assessing the impact to the Company's consolidated financial statements.

        In 2014, FASB issued ASU 2014-09—Topic 606, "Revenue from Contracts with Customers". The new revenue recognition standard is based on a core principle of recognizing revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU does not apply to financial instruments. This ASU will be effective for the Company in the year ending December 31, 2018. Management is currently assessing the impact to the Company's consolidated financial statements, but does not anticipate a significant change as revenue from financial instruments, which include loans, loans held for sale, investment securities and derivative instruments, are scoped out of the standard.

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Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Subsequent Events

        The financial statements and related disclosures include evaluation of significant events occurring after year end up through and including February 21, 2018, which is the date the consolidated financial statements were available to be issued.

NOTE 2—CASH AND DUE FROM BANKS

        The Federal Reserve Bank of Chicago (FRB) requires the Bank to maintain cash reserve balances in cash on hand or on deposit with the FRB of approximately $12,595 and $5,597 at December 31, 2017 and 2016, respectively.

NOTE 3—INVESTMENTS SECURITIES

        The amortized cost and fair values of debt and equity securities, with gross unrealized gains and losses, as of December 31, are as follows:

 
  2017  
 
  Amortized
Cost
  Gross
Unrealized
Gains
  Gross
Unrealized
Losses
  Fair
Value
 

Available-for-sale:

                         

U.S. Government treasuries and agencies

  $ 15,012   $   $ (39 ) $ 14,973  

SBA loan pool securities

    37,325     27     (184 )   37,168  

Obligations of states and political subdivisions

    20,285     1,182     (399 )   21,068  

Mortgage-backed securities and collateralized mortgage obligations

    93,651     13     (1,398 )   92,266  

Equity and other investments

    6,980         (38 )   6,942  

Total

  $ 173,253   $ 1,222   $ (2,058 ) $ 172,417  

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Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 3—INVESTMENTS SECURITIES (Continued)

        During 2017, certain held-to-maturity securities with an amortized cost of $19,451, which had a net unrealized gain of $780, were transferred to available-for-sale.

 
  2016  
 
  Amortized
Cost
  Gross
Unrealized
Gains
  Gross
Unrealized
Losses
  Fair
Value
 

Available-for-sale:

                         

U.S. Government treasuries and agencies

  $ 45,097   $   $ (108 ) $ 44,989  

Obligations of states and political subdivisions

    423         (2 )   421  

Mortgage-backed securities and collateralized mortgage obligations

    43,253     60     (399 )   42,914  

Equity and other investments

    1,913         (38 )   1,875  

Total

  $ 90,686   $ 60   $ (547 ) $ 90,199  

Held-to-maturity:

                         

Obligations of states and political subdivisions

  $ 21,505   $ 1,617   $ (2 ) $ 23,120  

        The fair value of securities available-for-sale at December 31, 2017, are shown below by contractual maturity. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

 
  Within
1 Year
  After
1 Year
Through
5 Years
  After
5 Years
Through
10 Years
  Over
10 Years
  SBA and
Asset backed
Securities
  Equity
and
Other
Investment
  Total  

Available-for-sale, at fair value:

                                           

U.S. Government treasuries and agencies

  $ 14,973   $   $   $   $   $   $ 14,973  

SBA loan pool securities

                    37,168         37,168  

Obligations of states and political subdivisions

    1,550     7,057     5,103     7,358             21,068  

Mortgage-backed securities and collateralized mortgage obligations

                    92,266         92,266  

Equity and other investments

                        6,942     6,942  

Total

  $ 16,757   $ 7,057   $ 13,723   $ 35,672   $ 92,266   $ 6,942   $ 172,417  

        For the year ended December 31, 2017, proceeds from sales of securities held as available-for- sale amounted to $42,709. Gross realized gains and losses amounted to $48 and $(431), respectively. For the year ended December 31, 2016, proceeds from sales of securities held as available-for-sale amounted to $9,957. Gross realized gains and losses amounted to $0 and $(20), respectively.

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Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 3—INVESTMENTS SECURITIES (Continued)

        Investments with carrying values of approximately $70,760 and $61,022 at December 31, 2017 and December 31, 2016, respectively, were pledged to secure public deposits, bank borrowings and for other purposes as required or permitted by law.

        Excluding securities issued or backed by the U.S. Government and its agencies and U.S. Government-sponsored enterprises, there were no investments in securities from one issuer that exceeded 10% of consolidated shareholders' equity at December 31, 2017 or December 31, 2016.

        The following tables present investments' gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of December 31, 2017 and December 31, 2016.

 
  December 31, 2017  
 
  Investments in a Continuous Unrealized Loss Position  
 
  Less Than 12 Months   12 Months or More   Total  
 
  Unrealized
Loss
  Fair Value   Unrealized
Loss
  Fair Value   Unrealized
Loss
  Fair Value  

Available-for-sale, at fair value:

                                     

U.S. Government treasuries and agencies

  $   $   $ (39 ) $ 9,966   $ (39 ) $ 9,966  

SBA loan pool securities

    (184 )   29,351             (184 )   29,351  

Mortgage-backed securities and collateralized mortgage obligations

    (1,150 )   65,127     (248 )   10,392     (1,398 )   75,519  

Obligations of states and political subdivisions

    (398 )   6,457     (1 )   199     (399 )   6,656  

Equity and other investments

            (38 )   1,916     (38 )   1,916  

Total temporarily impaired securities

  $ (1,732 ) $ 100,935   $ (326 ) $ 22,473   $ (2,058 ) $ 123,408  

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Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 3—INVESTMENTS SECURITIES (Continued)


 
  December 31, 2016  
 
  Investments in a Continuous Unrealized Loss Position  
 
  Less Than 12 Months   12 Months or More   Total  
 
  Unrealized
Loss
  Fair Value   Unrealized
Loss
  Fair Value   Unrealized
Loss
  Fair Value  

Available-for-sale, at fair value:

                                     

U.S. Government treasuries and agencies

  $ (108 ) $ 44,989   $   $   $ (108 ) $ 44,989  

Mortgage-backed securities and collateralized mortgage obligations

    (387 )   37,329     (12 )   2,876     (339 )   40,205  

Obligations of states and political subdivisions

            (2 )   421     (2 )   421  

Equity and other investments

    (38 )   1,875             (38 )   1,875  

Held-to-maturity, at amortized cost:

   
 
   
 
   
 
   
 
   
 
   
 
 

Obligations of states and political subdivisions

    (2 )   583             (2 )   583  

Total temporarily impaired securities

  $ (535 ) $ 84,776   $ (14 ) $ 3,297   $ (549 ) $ 88,073  

        Management evaluates securities to determine whether impairment is other-than-temporary impairment (OTTI) at least on a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. As of December 31, 2017, there were six securities which had been in a continuous loss position in excess of twelve months. There were no OTTI charges taken in 2017 or 2016.

NOTE 4—LOANS

        A summary of loans by major category as of December 31, 2017 and 2016 is as follows:

 
  2017   % Of
Portfolio
  2016   % Of
Portfolio
 

Real Estate—Construction & Land

  $ 25,959     3.45 % $ 40,782     5.76 %

Real Estate—Residential

    107,145     14.24 %   103,822     14.66 %

Real Estate—Commercial

    372,277     49.47 %   360,594     50.92 %

Real Estate—Multifamily

    68,483     9.10 %   71,177     10.05 %

Commercial and industrial

    173,202     23.01 %   131,155     18.52 %

Consumer

    5,472     0.73 %   628     0.09 %

Gross Loans

    752,538     100.00 %   708,158     100.00 %

Less: Deferred Fees

    (722 )         (856 )      

Less: Allowance for loan losses

    (8,060 )         (7,520 )      

Net Loans

  $ 743,756         $ 699,782        

F-20


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 4—LOANS (Continued)

        The Company primarily lends to businesses and consumers in the market areas in which the Company operates.

        There were no loans made or outstanding during 2017 and 2016 to executive officers, directors and to parties to which the Company, the Bank, or their executive officers and directors have the ability to significantly influence management or operating policies (related parties). Related party deposits are not considered to be material to the Company's consolidated financial statements.

        The Company utilizes an internal asset classification system as a means of reporting problem or potential problem loans. Under its risk rating system, the Company classifies problem or potential problem loans as "Special Mention," "Substandard," and "Doubtful." Loans deemed to be "Loss" are immediately charged off. Substandard loans include those characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of current existing facts, conditions and values, highly questionable or perhaps impossible. Loans that do not currently expose the Company to sufficient risk to warrant classification in one of the aforementioned categories, but possess weaknesses that deserve management's close attention, are deemed Special Mention. Risk weightings are updated any time conditions warrant. Loans not meeting the criteria noted above are considered pass-related loans.

F-21


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 4—LOANS (Continued)

        The Company's credit risk quality indicators at December 31, 2017 and 2016 by loan segment and class are summarized below:

 
  December 31, 2017  
 
  Pass   Special
Mention
  Substandard   Doubtful   Total  

Real estate—Construction:

                               

1-4 family residential

  $ 18,113   $   $ 181   $   $ 18,294  

Other construction, land development, and land loans

    7,665                 7,665  

Real estate—Residential:

                               

Revolving lines of credit

    15,334         774         16,108  

1-4 family residential

    90,897         140         91,037  

Real estate—Commercial

    371,249     421     607         372,277  

Real estate—Multi-family

    68,483                 68,483  

Commercial and industrial

    168,695         4,507         173,202  

Consumer

    5,472                 5,472  

Total

  $ 745,908   $ 421   $ 6,209   $   $ 752,538  

 

 
  December 31, 2016  
 
  Pass   Special
Mention
  Substandard   Doubtful   Total  

Real estate—Construction:

  $ 15,283   $   $ 190   $   $ 15,473  

1-4 family residential

                               

Other construction, land development, and land loans

    25,309                 25,309  

Real estate—Residential:

                               

Revolving lines of credit

    25,037                 25,037  

1-4 family residential

    77,460         1,325         78,785  

Real estate—Commercial

    360,583         11         360,594  

Real estate—Multi-family

    69,897         1,280         71,177  

Commercial and industrial

    125,995     22     5,138         131,155  

Consumer

    628                 628  

Total

  $ 700,192   $ 22   $ 7,944   $   $ 708,158  

F-22


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 4—LOANS (Continued)

        The Company also evaluates credit quality based upon the payment activity and the aging status of the loan. The following table summarizes the Company's age analysis of past due loans and details of nonaccrual loans, by loan segment and class, at December 31, 2017 and 2016:

 
  Age Analysis of Past Due Loans and Nonaccrual Loans
As of December 31, 2017
 
 
  30 - 59 Days
Past Due
  60 - 89 Days
Past Due
  Greater
Than
90 Days
  Total
Past
Due
  Current   Total
Loans
  Recorded
Investment
> 90 Days
and
Accruing
  Nonaccrual
Loans
 

Real estate—Construction:

                                                 

1-4 family residential

  $   $ 181   $   $ 181   $ 18,113   $ 18,294   $   $ 181  

Other construction, land development, and land loans

                    7,665     7,665          

Real estate—Residential:

                                                 

Revolving lines of credit

            774     774     15,334     16,108         774  

1-4 family residential

                    91,037     91,037         140  

Real estate—Commercial

    543         607     1,150     371,127     372,277         607  

Real estate—Multi-family

    472     45     29     546     67,937     68,483     20     9  

Commercial and industrial

    208         4,507     4,715     168,487     173,202         4,507  

Consumer

                    5,472     5,472            

Total

  $ 1,223   $ 226   $ 5,917   $ 7,366   $ 745,172   $ 752,538   $ 20   $ 6,218  

 

 
  Age Analysis of Past Due Loans and Nonaccrual Loans
As of December 31, 2016
 
 
  30 - 59 Days
Past Due
  60 - 89 Days
Past Due
  Greater
Than
90 Days
  Total
Past
Due
  Current   Total
Loans
  Recorded
Investment
>90 Days
and
Accruing
  Nonaccrual
Loans
 

Real estate—Construction:

                                                 

1-4 family residential

  $   $   $   $   $ 15,473   $ 15,473   $   $ 190  

Other construction, land development, and land loans

                    25,309     25,309          

Real estate—Residential:

                                                 

Revolving lines of credit

    25             25     25,012     25,037          

1-4 family residential

    240         1,167     1,407     77,378     78,785         1,325  

Real estate—Commercial

        11         11     360,583     360,594         11  

Real estate—Multi-family

    954     5     444     1,403     69,774     71,177     3     1,295  

Commercial and industrial

    2,133     152     2,639     4,924     126,231     131,155         5,138  

Consumer

                    628     628          

Total

  $ 3,352   $ 168   $ 4,250   $ 7,770   $ 700,388   $ 708,158   $ 3   $ 7,959  

        The following tables present information about impaired loans. Included in these impaired loans are accruing troubled debt restructured loans with a principal balance of $6,144 and $16,515 as of December 31, 2017 and December 31, 2016, respectively.

F-23


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 4—LOANS (Continued)

        Impaired loans, by loan segment, as of December 31, 2017 are as follows:

 
  Recorded
Investment
  Unpaid
Principal
Balance
  Related
Allowance
  Average
Recorded
Investment
for the Year
  Interest
Income
Recognized
for the Year
 

With no related allowance recorded:

                               

Real estate—Construction

  $ 847   $ 862   $   $ 862   $ 34  

Real estate—Residential

    2,306     2,544         2,503     71  

Real estate—Commercial

    2,160     2,239         2,194     93  

Real estate—Multi-family

    2,405     2,405         2,443     131  

Commercial and industrial

    4,527     8,348         4,884     1  

Consumer

                     

Total

  $ 12,245   $ 16,398   $   $ 12,886   $ 330  

With an allowance recorded:

                               

Real estate—Construction

  $   $   $   $   $  

Real estate—Residential

    68     68     8     69     3  

Real estate—Commercial

    161     161     7     133      

Real estate—Multi-family

                     

Commercial and industrial

                     

Consumer

    21     21     21     28     1  

Total

  $ 250   $ 250   $ 36   $ 230   $ 4  

Total:

                               

Real estate—Construction

  $ 847   $ 862   $   $ 862   $ 34  

Real estate—Residential

    2,374     2,612     8     2,572     74  

Real estate—Commercial

    2,321     2,400     7     2,327     93  

Real estate—Multi-family

    2,405     2,405         2,443     131  

Commercial and industrial

    4,527     8,348         4,884     1  

Consumer

    21     21     21     28     1  

Total

  $ 12,495   $ 16,648   $ 36   $ 13,116   $ 334  

F-24


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 4—LOANS (Continued)

        The following is a summary of impaired loans, by loan segment, as of December 31, 2016:

 
  Recorded
Investment
  Unpaid
Principal
Balance
  Related
Allowance
  Average
Recorded
Investment
for the Year
  Interest
Income
Recognized
for the Year
 

With no related allowance recorded:

                               

Real estate—Construction

  $ 878   $ 888   $   $ 1,153   $ 48  

Real estate—Residential

    2,021     2,100         2,317     94  

Real estate—Commercial

    3,899     3,977         3,972     210  

Real estate—Multi-family

    3,233     3,234         3,271     172  

Commercial and industrial

    4,877     8,416         7,105      

Consumer

                     

Total

  $ 14,908   $ 18,615   $   $ 17,818   $ 524  

With an allowance recorded:

                               

Real estate—Construction

  $   $   $   $   $  

Real estate—Residential

    1,273     1,275     156     1,255     13  

Real estate—Commercial

    7,126     7,126     1,932     7,200     345  

Real estate—Multi-family

    1,135     1,135     557     1,144      

Commercial and industrial

    261     1,045     196     269      

Consumer

    34     34     34     40     2  

Total

  $ 9,829   $ 10,615   $ 2,875   $ 9,908   $ 360  

Total:

                               

Real estate—Construction

  $ 878   $ 888   $   $ 1,153   $ 48  

Real estate—Residential

    3,294     3,375     156     3,572     107  

Real estate—Commercial

    11,025     11,103     1,932     11,172     555  

Real estate—Multi-family

    4,368     4,369     557     4,415     172  

Commercial and industrial

    5,138     9,461     196     7,374      

Consumer

    34     34     34     40     2  

Total

  $ 24,737   $ 29,230   $ 2,875   $ 27,726   $ 884  

        For the purpose of the disclosure above, recorded investment represents the borrower's unpaid principal balance less partial charge-offs to date.

        Impaired loans and troubled debt restructured loans are presented as segments as class disclosures are not deemed to be meaningful to the financial statements as a whole.

        Periodically, the Company will restructure a note to a troubled borrower into two separate notes (A/B structure), charging off the entire B portion of the note. The A note is structured with appropriate loan-to-value and cash flow coverage ratios that provide for a high likelihood of repayment. The A note is classified as a nonperforming note until the borrower has displayed a historical payment performance for a reasonable time period subsequent to the restructuring. A period of sustained

F-25


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 4—LOANS (Continued)

repayment for at least six months generally is required to return the note to accrual status provided that management has determined that the performance is reasonably expected to continue. The A note will be reclassified as a restructured note (either performing or nonperforming, as appropriate) through the calendar year of the restructuring in which the historical payment performance has been established.

Troubled Debt Restructurings

        The following is a summary of the Company's troubled debt restructurings during 2017 and 2016, by loan segment:

 
  For the Year 2017    
  For the Year 2016  
 
  Number of
Contracts
Modified in
the Last
12 Months
  Pre-
modification
Outstanding
Recorded
Investment
  Post-
modification
Outstanding
Recorded
Investment
   
  Number of
Contracts
Modified in
the Last
12 Months
  Pre-
modification
Outstanding
Recorded
Investment
  Post-
modification
Outstanding
Recorded
Investment
 
 
   
 
 
   
 
 
   
 
 
   
 

Commercial and industrial

    2   $ 62   $ 62         1   $ 76   $ 76  

Real estate—Residential

                    3     589     284  

Real estate—Commercial

    1     131     161                  

Real estate—Multi-family

                    1     131     129  

Real estate—Construction

                    1     1,291     688  

Total

    3   $ 193   $ 223         6   $ 2,087   $ 1,177  

Troubled Debt Restructurings that Subsequently Defaulted

        The following table presents loans modified as troubled debt restructurings within the previous 12 months that became 90 days or more past due during the years ended December 31, 2017 and 2016 (amounts as of year-end):

 
  For the Year 2017    
  For the Year 2016  
 
  Number of Contracts
that Defaulted and
was Made a TDR
Within the Past
12 Months
   
   
  Number of Contracts
that Defaulted and
was Made a TDR
Within the Past
12 Months
   
 
 
   
   
   
 
 
  Recorded
Investment
   
  Recorded
Investment
 
 
   
 
 
   
 

Real estate—Construction

      $           $  

Real estate—Residential

                     

Real estate—Commercial

    1     161              

Real estate—Multi-family

                     

Commercial and industrial

                     

Consumer

                     

Total

    1   $ 161           $  

F-26


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 5—ALLOWANCE FOR LOAN LOSSES

        A summary of the changes in the allowance for loan losses for 2017 is as follows:

 
  Year Ended December 31, 2017  
 
  Real Estate—
Construction
  Real Estate—
Residential
  Real Estate—
Commercial
  Real Estate—
Multi-family
  Commercial
and Industrial
  Consumer   Total  

Beginning balance

  $ 352   $ 698   $ 4,050   $ 679   $ 1,704   $ 37   $ 7,520  

Charge-offs

        (334 )   (2,529 )   (687 )   (595 )   (2 )   (4,147 )

Recoveries

    186     648     21     151     555     26     1,587  

Provision

    (310 )   (637 )   3,698     1,060     (696 )   (15 )   3,100  

Ending balance

  $ 228   $ 375   $ 5,240   $ 1,203   $ 968   $ 46   $ 8,060  

Ending allowance balance attributable to loans:

                                           

Individually evaluated for impairment

  $   $ 8   $ 7   $   $   $ 21   $ 36  

Collectively evaluated for impairment

    228     367     5,233     1,203     968     25     8,024  

Ending allowance balance

  $ 228   $ 375   $ 5,240   $ 1,203   $ 968   $ 46   $ 8,060  

Loans and leases:

                                           

Individually evaluated for impairment

  $ 847   $ 2,374   $ 2,321   $ 2,405   $ 4,527   $ 21   $ 12,495  

Collectively evaluated for impairment

    25,112     104,771     369,956     66,078     168,675     5,451     740,043  

Ending loans and leases

  $ 25,959   $ 107,145   $ 372,277   $ 68,483   $ 173,202   $ 5,472   $ 752,538  

F-27


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 5—ALLOWANCE FOR LOAN LOSSES (Continued)

        A summary of the changes in the allowance for loan losses for 2016 is as follows:

 
  Year Ended December 31, 2016  
 
  Real Estate—
Construction
  Real Estate—
Residential
  Real Estate—
Commercial
  Real Estate—
Multi-family
  Commercial
and Industrial
  Consumer   Total  

Beginning balance

  $ 162   $ 3,013   $ 3,420   $ 806   $ 1,496   $ 96   $ 8,993  

Charge-offs

    (317 )   (1,670 )   (6,467 )   (91 )   (3,004 )   (19 )   (11,568 )

Recoveries

    9     123     723     108     109     23     1,095  

Provision

    498     (768 )   6,374     (144 )   3,103     (63 )   9,000  

Ending balance

  $ 352   $ 698   $ 4,050   $ 679   $ 1,704   $ 37   $ 7,520  

Ending allowance balance attributable to loans:

                                           

Individually evaluated for impairment

  $   $ 156   $ 1,932   $ 557   $ 196   $ 34   $ 2,875  

Collectively evaluated for impairment

    352     542     2,118     122     1,508     3     4,645  

Ending allowance balance

  $ 352   $ 698   $ 4,050   $ 679   $ 1,704   $ 37   $ 7,520  

Loans and leases:

                                           

Individually evaluated for impairment

  $ 878   $ 3,294   $ 11,025   $ 4,368   $ 5,138   $ 34   $ 24,737  

Collectively evaluated for impairment

    39,904     100,528     349,569     66,809     126,017     594     683,421  

Ending loans and leases

  $ 40,782   $ 103,822   $ 360,594   $ 71,177   $ 131,155   $ 628   $ 708,158  

NOTE 6—PREMISES, FURNITURE AND EQUIPMENT

        Premises, furniture and equipment, including leasehold improvements, consists of the following at December 31, 2017 and 2016:

 
  2017   2016  

Land and land improvements

  $ 18,036   $ 18,036  

Building and building improvements

    34,653     34,515  

Leasehold improvements

    2,959     2,966  

Furniture, fixtures, and equipment

    15,697     14,761  

Construction in progress

    111     489  

Total, at cost

    71,456     70,767  

Less: accumulated depreciation and amortization

    (24,126 )   (22,416 )

Total

  $ 47,330   $ 48,351  

F-28


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 6—PREMISES, FURNITURE AND EQUIPMENT (Continued)

        Depreciation and amortization expense on premises, furniture and equipment was $1,881 and $1,692 for the years ended December 31, 2017 and 2016, respectively.

        At December 31, 2017, the Company was obligated under certain non-cancelable leases for premises and equipment, which expire at various dates through December, 2022. Many of these leases contain renewal options to extend for a period from two to ten years. Other leases contain escalation charges calling for rentals to be adjusted for increased real estate taxes and other operating expenses. The cost of such rentals and other potential lease charges are not included in the future minimum lease payment schedule below:

Years ending December 31:

       

2018

  $ 1,778  

2019

    1,303  

2020

    1,045  

2021

    557  

2022

    157  

Total

  $ 4,840  

        Total rent expense under all lease terms, including certain operating costs, was approximately $3,426 and $3,140 for the years ended December 31, 2017 and 2016, respectively.

NOTE 7—DEPOSITS

        Interest-bearing deposits at December 31, 2017 and 2016 consist of the following:

 
  2017   2016  

NOW and money market

  $ 298,489   $ 254,780  

Savings

    202,296     197,907  

Time, $250,000 and over

    37,465     43,414  

Other time

    246,276     273,428  

Total

  $ 784,526   $ 769,529  

        At December 31, 2017, the scheduled maturities of time deposits are as follows:

2018

  $ 232,192  

2019

    47,848  

2020

    2,584  

2021

    601  

2022

    441  

Thereafter

    75  

Total

  $ 283,741  

F-29


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 7—DEPOSITS (Continued)

        For the year ended December 31, 2017, the Bank's overall average cost of deposits was 0.44%, while during the year ended December 31, 2016, the cost of deposits averaged 0.38%.

NOTE 8—BANK BORROWINGS

        The following table is a summary of the short and long term borrowings as of December 31, 2017 and 2016:

 
   
  2017   2016  
 
  Maturity   Rate   Balance   Rate   Balance  

Short-Term Borrowings

                               

FHLB overnight advance

    1/02/18     1.44 % $ 20,000     .70 % $ 20,000  

FHLB-fixed rate-fixed term

    1/29/18     1.29 %   15,000          

Mortgage banking warehouse line of credit

    1/31/18     3.63 %   839          

Total Short-Term

          1.43 % $ 35,839     .70 % $ 20,000  

Long-Term Borrowings

                               

FHLB fixed rate-term advance

    6/01/26     5.74 %   1,822     5.74 %   1,876  

Total Borrowings

              $ 37,661         $ 21,876  

Federal Home Loan Bank of Chicago

        The Bank has a line of credit for short and long term advances from the FHLB of Chicago. The line of credit and all advances are secured by approximately $352,432 and $298,469 of qualifying residential real estate loans at December 31, 2017 and 2016, respectively, and certain other investments. As of December 31, 2017, the Bank had $165,031 in available borrowing capacity on this line of credit. The maximum amount of these borrowings is limited to a percentage of the collateral pledged.

Other Borrowings

        The Company has established unsecured Federal Funds purchased lines of credit with correspondent banks. These lines have a maximum overnight borrowing capacity of $10,000 and $40,000 as of December 31, 2017 and 2016, respectively, and have no maturity. There were no borrowings on these lines as of December 31, 2017 and 2016.

        The Company has an established mortgage warehouse line of credit with a non-affiliated bank, which provides for a maximum borrowing capacity of $30,000 as of December 31, 2017 and 2016. The mortgage warehouse line of credit is used to support the origination of mortgage loans and is secured by the corresponding portfolio of mortgage loans held for sale. Interest payable on outstanding advances is calculated using the mortgage loan note rate that secures the advance less .35%. The interest rate is subject an increase of 4.00% for advances for mortgage loans not sold within 60 days. The agreement is subject to financial covenants that require (a) minimum tangible net worth, (b) maximum ratio of debt to tangible net worth, and (c) minimum liquidity ratio. As of December 31, 2017, the Company was in compliance with the financial covenants.

F-30


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 9—SUBORDINATED DEBENTURES

        The Company has established two business trusts (Bridgeview Statutory Trust 1 and Bridgeview Capital Trust II) that have issued floating rate capital securities ("capital securities") which are guaranteed by the Company.

        The Company owns all of the equity in each of these two trusts. In accordance with ASC Topic 810, the Company does not consolidate these trusts. The trusts used the proceeds from the issuance of their capital securities to buy floating rate junior debentures ("debentures") issued by the Company. These debentures are the trusts' only assets and the interest payment from the debentures finance the distributions paid on the capital securities. These debentures are unsecured and rank junior and are subordinate in the right of payment to all senior debt of the Company.

        The subordinated debentures as of December 31, 2017 are summarized as follows:

 
  Balance   Interest Rate   Maturity

Bridgeview Statutory Trust I

  $ 15,464     4.96% (a) July 31, 2031

Bridgeview Capital Trust II

    15,464     4.71% (b) January 7, 2033

Total

  $ 30,928          

(a)
Interest payable at the 3-month LIBOR plus 3.58%

(b)
Interest payable at the 3-month LIBOR plus 3.35%.

        The capital securities are subject to mandatory redemption upon payment of the debentures. The maturity dates of both debentures may be shortened if certain conditions are met, or at any time within 120 days following the occurrence and continuation of certain changes in either tax treatment of the capital treatment of the debentures or the capital securities. If the debentures are redeemed before they mature, the redemption price will be the principal amount plus any accrued but unpaid interest and any premium due for early redemption. The Company has the right to terminate both debentures and cause the debentures to be distributed to the holders of the capital securities in liquidation of such trust.

        Each issue of capital securities carries an interest rate identical to that of the related debenture. The subordinated debentures have been structured to qualify as Tier 1 capital for regulatory purposes and the dividends paid on such are tax deductible. However, the debentures cannot be used to constitute more than 25% of the Company's core Tier 1 capital under Federal Reserve Board guidelines inclusive of these debentures. The Company utilized the proceeds of these issuances to inject capital into the Bank.

F-31


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 10—INCOME TAXES

        The components of the income tax expense for the year ended December 31, 2017 and 2016 are as follows:

 
  2017   2016  

Current tax expense

  $ 2,724   $ 165  

Deferred tax expense

    1,512     4,128  

Adjustment to deferred tax assets for increase in Illinois tax rate

    (2,061 )    

Adjustment to deferred tax assets for decrease in Federal tax rate

    7,903      

Total income tax provision

  $ 10,078   $ 4,293  

        The components of the net deferred tax asset at December 31, 2017 and 2016 are:

 
  2017   2016  

Deferred tax assets:

             

Allowance for possible loan losses

  $ 2,096   $ 2,933  

Pension plan unrecognized net actuarial loss

        2,129  

Deferred loan fees

    188     334  

Net unrealized loss on available-for-sale securities

    217     195  

Net operating loss carryforward

    19,703     30,220  

Other real estate owned

    2,185     3,567  

Employee stock and deferred compensation

    532     654  

Life settlement contracts

    688     844  

Charitable contribution carryforward

    473     686  

Other

    798     468  

Total deferred tax assets

    26,880     42,030  

Less: valuation allowance

    1,984     3,212  

Net deferred tax asset

    24,896     38,818  

Deferred tax liabilities:

             

Fixed assets purchase accounting and depreciation

    3,851     5,829  

Pension cost

        2,312  

Prepaids

    97     178  

Investment in partnership

        186  

Other items

    22     44  

Total deferred tax liabilities

    3,970     8,549  

Net deferred tax asset

  $ 20,926   $ 30,269  

        Net operating loss carryforward and other deferred tax assets are available for the Company to utilize within statutory expiration periods. The net operating loss carryforward for Federal purposes approximated $61,075 and $74,546, in the aggregate, for a tax benefit of $12,826 and $25,346 as of

F-32


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 10—INCOME TAXES (Continued)

December 31, 2017 and 2016, respectively. The net operating loss carryforward will begin to expire in 2031.

        The net operating loss carryforward for the State of Illinois approximates $72,394 and $77,885, in the aggregate, for a benefit of $6,877 and $4,874, in the aggregate, at December 31, 2017 and 2016, respectively. The first substantial part of the state tax net operating loss carryforward that begins to expire is in 2021.

        A deferred tax asset or liability is recognized for the tax consequences of temporary differences in the recognition of revenue and expense along with unrealized gains and losses for financial and tax reporting purposes. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some of the deferred tax assets may not be realized. The Company periodically conducts an analysis to assess the need for a valuation allowance for its deferred tax asset. As part of this assessment, all available evidence, including both positive and negative, is considered to determine whether based on the weight of such evidence, a valuation allowance for the deferred tax asset was needed. The future realization of the tax benefit depends on the existence of sufficient taxable income within the carryback and carryforward periods.

        As a result of the Company raising equity capital through the issuance of common stock in June 2015, certain deferred tax assets may be limited due to this change in control transaction, as defined by the Internal Revenue Code Section 382. Due to this Section 382 limitation, the Company's ability to utilize all of its deferred tax assets may be reduced. Thus, the Company has established a valuation reserve against these deferred tax assets as of December 31, 2017 and 2016 of $1,984 and $3,212, respectively. The Company files income tax returns in the U.S. Federal jurisdiction, the State of Illinois and 20 other states.

        The income tax benefit was greater than or less than the amounts computed by applying the federal statutory rate (34%) because of the following:

 
  2017   2016  

Tax computed at statutory rate

  $ 3,768   $ 4,000  

Increase (decrease) in income taxes resulting from:

             

State tax provision, net of federal benefit

    578     434  

Tax exempt income, net of interest expense disallowance

    (521 )   (279 )

Nondeductible expenses

    336     138  

Deferred tax adjustments for changes in Federal and State income tax rates

    5,842      

Other, net

    75      

Total income tax provision

  $ 10,078   $ 4,293  

NOTE 11—EMPLOYEE BENEFIT PLANS

        The Bank has a 401(k) plan whereby substantially all employees participate in the plan. Employees may contribute up to 40 percent of their compensation subject to certain limits based on federal tax

F-33


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 11—EMPLOYEE BENEFIT PLANS (Continued)

laws. The Bank makes a discretionary matching contribution equal to a uniform percentage or dollar amount of an employee's compensation contributed to the plan. Matching contributions vest to the employee equally over a five-year period. For the years ended December 31, 2017 and 2016, expense attributable to the plan amounted to $526 and $427, respectively.

        The Bank has an established Employee Cash Profit Sharing Plan to promote the long-term financial interest of the Company. The Plan is open to all employees except for those people who are the following:

        The Company accrued $469 in 2017 and $440 in 2016 for anticipated payments to employees eligible to participate in this Plan. These Employee Cash Profit Sharing Plan payments were paid out subsequent to each year end.

        BBMC has employment contracts with two employees which stipulate that certain compensation will be deferred. In addition to other compensation, the employees are collectively entitled to 4% of BBMC's quarterly profits (as contractually defined) payable in common stock of the Company within eighteen months after each calendar quarter. For this deferred compensation, the Company has expensed $346 and $480 in 2017 and 2016, respectively. The number of shares issued to these employees is determined by the Company's stock book value and a conversion factor, as defined. For this compensation, the Company has accrued $797 and $841 as of December 31, 2017 and 2016, respectively. Effective December 31, 2017, future payouts of accrued bonus amounts will not be paid in stock but solely in cash amounts.

Defined Benefit Plan

        The Bank also has a defined benefit pension plan assumed in the 2003 acquisition of Uptown Bancorp, Inc. (Uptown) that was frozen effective July 15, 2003. The Upbancorp, Inc. Pension Plan for Employees (the Upbancorp Plan) was based on years of service and the employee's average compensation during all years of employment. Uptown's funding policy was to meet the minimum funding requirement established in the Employee's Retirement Income Security Act of 1974, plus additional amounts as appropriate.

        The Bank uses a December 31 measurement date for the Upbancorp Plan.

        U.S. GAAP requires companies that sponsor single-employer defined benefit plans to recognize the funded status of such plans on their balance sheets. For pension plans, the funded status is measured as the difference between plan assets at fair value and the projected benefit obligation. Gains and losses and prior service costs that arise during the period that are not recognized as components of net periodic benefit expense are recognized as a component of other comprehensive loss.

F-34


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 11—EMPLOYEE BENEFIT PLANS (Continued)

        During 2017, the Upbancorp Plan was terminated and plan liabilities were settled through either lump sum distributions to plan participants or annuity contracts purchased from a third-party insurance company that provided for the payment of vested benefits to those participants that did not elect the lump sum option. As of December 31, 2017, there were no remaining plan assets. Contributions totaling $156 and $1,000 were made to the plan during 2017 and 2016, respectively. As a result of the pension termination, unrecognized losses, which previously were recorded in accumulated other comprehensive loss on the consolidated balance sheets, were recognized as expense and the pension plan settlement loss of $6.3 million was recorded on the consolidated statements of income for the year ended December 31, 2017.

        The pretax amounts recognized in other comprehensive income (loss) for the years ended December 31, 2017 and 2016 are as follows:

 
  2017   2016  

Net actuarial gain (loss) during the year

  $   $ (541 )

Amortization of unrecognized net actuarial loss

    472     433  

Total recognized in other comprehensive income (loss)

    472     (108 )

Net periodic pension benefit (expense) recognized

    (170 )   (84 )

Total recognized in net periodic pension benefit and other comprehensive income (loss)

  $ 302   $ (192 )

Pretax amount recognized in accumulated other comprehensive income (loss)—unrecognized net actuarial loss

  $   $ (5,460 )

        The following table sets forth the plan's funded status and amounts recognized in the accompanying consolidated balance sheets:

 
  December 31, 2017   December 31, 2016  

Projected benefit obligation

  $   $ (10,603 )

Plan assets at fair value, at the end of the period

        11,070  

Funded status

  $   $ 467  

Amount included in other assets at period end

  $   $ 467  

Accumulated benefit obligation

  $   $ 10,603  

F-35


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 11—EMPLOYEE BENEFIT PLANS (Continued)

        The assumptions used in the measurement of the Bank's benefit obligation as of December 31, 2017 and 2016 and the net periodic pension cost for the period that begins the date after the measurement date are shown in the following table:

 
  Pension Benefits  
 
  2017   2016  

Discount rate

    3.78 %   4.15 %

Expected long-term return on plan assets

    N/A     8.00 %

Rate of compensation increase

    N/A     N/A  

Employer contributions

  $ 156   $ 1,000  

Benefits paid

  $ 616   $ 628  

        The Bank's expected long-term return on plan assets assumption is based on a periodic review and modeling of the plan's asset allocation and liability structure over a long-term horizon. Expectations of returns of each asset class are the most important of the assumptions used in the review and modeling and are based on comprehensive reviews of historical data and economic/financial market theory. The expected long-term rate of return on assets was selected from within the reasonable range of rates determined by (a) historical real returns, net of inflation, for the assets, and (b) projections of inflation over the long-term period during which benefits are payable to plan participants.

        The discount rate and expected long-term rate of return on plan assets are critical assumptions which significantly affect pension accounting. Management believes the discount rate and expected long-term rate of return on plan assets used in determining its year end pension accounting are reasonable and comparable with those used on similar plans based on currently available information.

        The Company's investment policy includes various guidelines and procedures designed to ensure assets are invested in a manner necessary to meet expected future benefits earned by participants. The investment guidelines consider a broad range of economic conditions.

        The investment policy is periodically reviewed by the Company and a designated third-party fiduciary for investment matters. The policy is established and administered in a manner so as to comply at all times with applicable government regulations.

        The fair value of the Company's pension plan assets at December 31 by the fair value hierarchy is as follows (the levels of fair value hierarchy are described in Note 16):

 
  2016    
 
 
  Level 1   Level 2   Level 3   Total  

Cash and money market funds

  $ 107   $   $   $ 107  

Mutual funds (bond and equity)

        5,858         5,858  

Corporate notes and bonds

        1,419         1,419  

U.S. government and agency securities

        3,686         3,686  

Total assets at fair value

  $ 107   $ 10,963   $   $ 11,070  

F-36


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 12—STOCK BASED COMPENSATION

        Under the Company's 2015 Equity Incentive Plan, as amended (formerly known as Stock Option Incentive Plan) ("Plan"), the Company may award restricted shares and stock options to key officers, employees, directors, or consultants for up to 3,440,900 shares of nonvoting common stock. The remaining number of shares that may be granted under this plan as of December 31, 2017 is 199,940. The compensation expense of these awards is recognized on a straight-line basis during the vesting periods and is measured using the fair market value of the shares on the grant date. The share awards are generally vested over a two to three year period. The Plan provides for restrictions on employment and change of control.

        There were no options awarded in 2017. The calculated value of the options awarded in 2016 was estimated on the date of the grant using the Black-Scholes option pricing model, utilizing certain assumptions. The risk free interest rate for the option contractual term was based on the U.S. Treasury yields in effect at the time of the grant. Expected volatility is based on similar expectations of other privately-held banks of their future volatility of their shares. The expected life of the options is based on the historical employee behavior and represents the expected length of time that the options will be outstanding.

        The table below summarizes the model assumptions used for the options awarded during 2016:

Risk-free interest rate

    1.75 %

Expected volatility of Company shares

    15.00 %

Expected dividend yield on Company shares

    0.00 %

Expected life of option in years

    10.00  

Weighted average calculated value per option granted

  $ 1.12  

        The following table summarizes the stock option activity for the years ended December 31, 2017 and 2016:

 
  2017   2016  
Options
  Shares   Average
Exercise
Price
  Shares   Average
Exercise
Price
 

Outstanding at beginning of year

    2,943,960   $ 4.26     1,856,310   $ 4.28  

Granted

            1,089,250     4.25  

Exercised

                 

Expired

    (3,000 )   16.50     (1,600 )   11.64  

Outstanding at end of period

    2,940,960   $ 4.25     2,943,960   $ 4.26  

Options exercisable at end of period

    1,514,047   $ 4.25     620,237   $ 4.31  

F-37


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 12—STOCK BASED COMPENSATION (Continued)

        Information pertaining to options outstanding at December 31, 2017 is as follows:

 
  Options Outstanding    
   
 
 
   
  Weighted
Average
Remaining
Contractual
Life
   
  Options Exercisable  
 
   
  Weighted
Average
Exercise
Price
 
Range of Exercise Prices
  Number
Outstanding
  Number
Exercisable
  Average
Exercise
Price
 

$4.25

    2,940,960     7.83   $ 4.25     1,514,047   $ 4.25  

        The table below is an activity summary of the Restricted Shares issued under the Plan. The vested shares shown in the table were not yet issued as of December 31, 2017.

 
  December 31, 2017   December 31, 2016  
Restricted Stock Awards
  Shares   Average
Grant Date
Fair Value
  Shares   Average
Grant Date
Fair Value
 

Outstanding at beginning of year

    106,667   $ 4.52       $  

Granted

    140,000     4.52     160,000     4.52  

Vested

    (146,667 )   4.52     (53,333 )   4.52  

Cancelled

                 

Unvested shares at end of period

    100,000   $ 4.52     106,667   $ 4.52  

        Compensation expense related to all stock based compensation for the years ended December 31, 2017 and 2016 was $1,701 and $1,139, respectively. As of December 31, 2017, there was $1,606 of unrecognized compensation cost related to non-vested stock options and restricted shares awards outstanding that is expected to be recognized over a weighted average period of 1.5 years

NOTE 13—PREFERRED STOCK

        The Series A and Series B Preferred Stock was issued as part of the Troubled Asset Relief Program ("TARP") Capital Purchase Program of the United States Department of Treasury ("Treasury") . On December 19, 2008, the Company issued and sold to the Treasury 38,000 shares of the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series A, with no par value for an aggregate purchase price of $38,000. In addition, the Treasury received warrants equal to 5% ($0.01 per share exercise price, $1,900 in the aggregate) of the original preferred stock purchase. The Treasury immediately exercised the warrants and received 1,900 shares of the Company's Fixed Rate Cumulative Preferred Stock, Series B, with a par value of $0.01 per share.

        Both Series A and B Preferred Stock are non-voting and carry a liquidation preference of $1,000 per share. The redemption of the preferred stock will be subject to approval of the Company's banking regulators. All Series A Preferred Stock must be redeemed prior to any redemption of the Series B Preferred Stock.

F-38


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 13—PREFERRED STOCK (Continued)

        The Perpetual Preferred Stock under TARP qualifies as Tier 1 capital and provides for cumulative dividends. The Series A and Series B Perpetual Preferred Stock pay a cumulative dividend rate of 9% per annum, payable quarterly.

        The Treasury sold the Series A and Series B Preferred Stock to unaffiliated third parties during the fourth quarter of 2013. In June 2015, the Company repurchased 37,950 shares of Series A and 950 shares of Series B from these third parties at an average price of 63.4% of the liquidation preference value of these shares.

        During the fourth quarter of 2017, the Company repurchased all of the remaining outstanding Preferred Stock (50 shares of Series A and 950 shares of Series B) for a total purchase price of $1,000,000. Accumulated unpaid dividends in the amount of $950,000 were also paid at the time of the Series B purchase. As of December 31, 2017, there were no unpaid accumulated dividends and no outstanding Preferred Stock.

NOTE 14—COMMITMENTS AND OFF-BALANCE SHEET INSTRUMENTS

Financial Instruments

        In the normal course of business, the Company enters into a variety of financial instruments with off-balance sheet risk to meet the financial needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.

        Financial instruments whose approximate contract amounts represent credit risk at December 31, 2017 and 2016 are as follows:

 
  Contract Amounts  
 
  2017   2016  

Commitments to extend credit

  $ 72,358   $ 59,728  

Commitments to originate mortgage loans

   
 
   
 
 

Commitments with locked interest rates

  $ 126,766   $ 177,890  

Commitments without locked interest rates

    34,803     28,668  

Total commitment to originate mortgage loans

  $ 161,569   $ 206,558  

Standby letters of credit

  $ 17,217   $ 5,394  

Forward Contracts

 
$

196,558
 
$

246,631
 

        Commitments to extend credit and commitments to originate mortgage loans are agreements to lend funds to a customer as long as there is no violation of any condition in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

F-39


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 14—COMMITMENTS AND OFF-BALANCE SHEET INSTRUMENTS (Continued)

        Certain commitments to extend mortgage loans are to borrowers who have entered into a locked interest rate commitment. Interest rate lock commitments are commitments to lend to borrowers in the future at a predetermined interest rate. These locked interest rate commitments qualify as derivative instruments. The fair value of these locked interest rate commitments was a gain of $1,322 and $1,648 as of December 31, 2017 and 2016, respectively.

        Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a third party. Funding of standby letters of credit generally are contingent upon the failure of a customer to perform according to the terms of the underlying contract with the third party and most often issued in favor of the third party to ensure the borrower adequately completes the construction. In the event of a customer's nonperformance, the Bank's credit loss exposure is equal to the contractual amount of those commitments. In this event of nonperformance, the Bank has the right to underlying collateral which is pledged toward those commitments.

        Forward contracts are agreements for future delivery of loans in which the seller agrees to make delivery at a future date of a specified instrument at a specified price or yield. Risks arise primarily from movements in interest rates. These contracts are used primarily to reduce the Company's exposure to interest rate fluctuations and their impact on commitments to extend credit and loans held for sale. Most forward contracts are for terms of 7 days to 60 days with either best efforts or mandatory delivery. Contracts with best efforts delivery become mandatory upon the closing of the underlying loan. The Company had forward contracts with investors for mandatory delivery of certain loans held for sale, totaling $69,058 and $63,131 at December 31, 2017 and 2016, respectively. The Company also entered into forward trade contracts with counterparties to economically hedge changes in loan prices for certain loans held for sale and a portion of the pipeline of commitments to extend credit to borrowers who have entered into a locked interest rate commitment. The notional value of these forward trade contracts with counterparties amounted to $127,500 and $183,500 at December 31, 2017 and 2016, respectively. The forward contracts with investors and forward trade commitments with counterparties qualify as derivative instruments. The fair value of these mandatory forward contracts was a loss of $44 and $363 as of December 31, 2017 and 2016, respectively.

Litigation

        Because of the nature of its activities, the Company and the Bank are subject to pending and threatened legal actions which arise in the normal course of business.

        One matter arising late in 2017, Guaranteed Rate, Inc. (GR) v. Joseph Caltabiano and Bridgeview Bank Group (BBG), alleges that Caltabiano and BBG conspired to solicit GR employees to work at BBG and take customer loans and customer contact and loan information. Further, GR asserts claims for conspiracy to breach fiduciary duty and other assertions. Various unquantified and unquantifiable damage amounts, plus punitive damages, and attorneys' fees and costs and interest-related amounts are initially asserted by GR. The parties are conducting written party and non-party discovery and intend to begin oral discovery within the next several months.

        At this time, the Company is actively defending its position in the GR case and has concluded that a loss on the GR matter, if any, or any losses on other currently pending matters, would not be material to the Company's consolidated financial statements.

F-40


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 15—REGULATORY CAPITAL, DIVIDENDS AND AGREEMENTS

        The Company's primary source of cash is dividends from the Bank. The Bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval. In addition, the dividends declared cannot be in excess of the amount which would cause the subsidiary bank to fall below the minimum required for capital adequacy purposes. During 2017 and 2016, the Bank was unable to pay dividends to the Company due to accumulated retained earnings deficits maintained throughout each reporting period. During 2017 and 2016, the Bank obtained regulatory approval to amend the Bank charter so as to decrease its capital stock and make a one-time payment to the Company.

        The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company's and Bank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and asset classifications are also subject to qualitative judgments by the regulators regarding components, risk weightings and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

        Quantitative measures as defined by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (as set forth in the table following) of total, common equity Tier 1, and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets.

F-41


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

NOTE 15—REGULATORY CAPITAL, DIVIDENDS AND AGREEMENTS (Continued)

        To be categorized as well capitalized, an institution must maintain the Regulatory Minimum shown in the following table for each of the capital amounts and ratios. The Company's and the Bank's actual capital amounts and ratios are as follows:

 
  Actual   FRB
Guidelines For
Minimum
Regulatory
Capital
  Regulatory
Minimum
to be "Well
Capitalized"
Under
FDICIA
 
 
  Amount   Ratio   Amount   Ratio   Amount   Ratio  

As of December 31, 2017

                                     

Total risk-based capital:

                                     

Consolidated

  $ 125,780     14.45 % $ 69,631     8.00 %   N/A     N/A  

Bridgeview Bank Group

    123,145     14.16     69,597     8.00   $ 86,997     10.00 %

Tier 1 risk-based capital:

   
 
   
 
   
 
   
 
   
 
   
 
 

Consolidated

    117,720     13.52     52,223     6.00     N/A     N/A  

Bridgeview Bank Group

    115,085     13.23     52,198     6.00     69,597     8.00  

Common Equity Tier 1:

   
 
   
 
   
 
   
 
   
 
   
 
 

Consolidated

    91,480     10.51     39,168     4.50     N/A     N/A  

Bridgeview Bank Group

    115,085     13.23     39,148     4.50     56,548     6.50  

Tier 1 leverage:

   
 
   
 
   
 
   
 
   
 
   
 
 

Consolidated

    117,720     10.27     45,862     4.00     N/A     N/A  

Bridgeview Bank Group

    115,085     10.05     45,803     4.00     57,254     5.00  

As of December 31, 2016

   
 
   
 
   
 
   
 
   
 
   
 
 

Total risk-based capital:

                                     

Consolidated

  $ 116,364     13.95 % $ 66,740     8.00 %   N/A     N/A  

Bridgeview Bank Group

    113,664     13.64     66,653     8.00   $ 83,316     10.00 %

Tier 1 risk-based capital:

   
 
   
 
   
 
   
 
   
 
   
 
 

Consolidated

    108,844     13.05     50,055     6.00     N/A     N/A  

Bridgeview Bank Group

    106,144     12.74     49,990     6.00     66,653     8.00  

Common Equity Tier 1:

   
 
   
 
   
 
   
 
   
 
   
 
 

Consolidated

    88,614     10.62     37,541     4.50     N/A     N/A  

Bridgeview Bank Group

    106,144     12.74     37,492     4.50     54,156     6.50  

Tier 1 leverage:

   
 
   
 
   
 
   
 
   
 
   
 
 

Consolidated

    108,844     9.68     44,981     4.00     N/A     N/A  

Bridgeview Bank Group

    106,144     9.45     44,900     4.00     56,125     5.00  

F-42


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

Note 16—Fair Value of Financial Instruments

        The Company measures, monitors, and discloses certain of its assets and liabilities on a fair value basis. The fair value of a financial instrument is the price that would be received to sell that asset or paid to transfer that liability in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for such asset or liability. In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, the income approach, and/or the cost approach. Such valuation techniques are consistently applied. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability. U.S. GAAP establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

        A description of the valuation methodologies used for instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy follows.

        Securities Available-for-Sale.    Securities classified as available-for-sale are reported at fair value utilizing Level 1 and 2 inputs. The Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the bond's terms and conditions, among other things.

        Loans Held for Sale.    Loans held for sale (LHFS) represent mortgage loan originations intended to be sold in the secondary market, typically within 17 days of origination. LHFS are accounted for at fair value, which is determined based on a variety of factors, including quoted market rates. LHFS are classified as Level 2 in the fair value hierarchy.

        Derivative Instruments.    Derivative instruments include both interest rate lock commitments and mandatory sales commitments. Interest rate lock commitments and mandatory commitments are carried at fair value. Fair value of interest rate lock commitments is estimated based on secondary market execution prices for similar loans, net of estimated direct selling costs and are classified as Level 3 in the fair value hierarchy. Fair value of mandatory commitments is estimated based on secondary market execution prices for similar commitments. Mandatory commitments are classified as Level 2 in the fair value hierarchy. A reconciliation of interest rate lock commitments from the opening balances to the closing balances is not presented as it was not deemed meaningful to this presentation.

F-43


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

Note 16—Fair Value of Financial Instruments (Continued)

        Impaired Loans.    Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment in accordance with U.S. GAAP. The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, and liquidation value and discounted cash flows. The Company adjusts the estimated fair value based on the estimated costs to sell when loans are expected to be collected through the liquidation of the collateral. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. In accordance with U.S. GAAP, impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. Collateral values are estimated using Level 3 inputs which are generally outside appraisals net of expected selling costs. The numerical range of unobservable inputs for these valuation assumptions are not meaningful to this presentation.

        Other Real Estate Owned.    Other real estate owned is valued based on third-party appraisals of each property and management's judgment of other relevant market conditions, net of expected selling costs, and is classified in Level 3 of the fair value hierarchy.

Other Financial Instruments

        The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon a quoted market price. However, in many instances, there are no quoted market prices for the various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company. The following methods and assumptions were used by the Company in estimating fair values of other financial instruments:

        Cash and Cash Equivalents—The carrying values of cash and cash equivalents and interest-bearing deposits in banks approximate their fair value.

        Certificates of Deposit—The fair value of certificates of deposit have been estimated using the present value of estimated future cash flows discounted at rates currently offered for similar instruments.

        Investment Securities Held-to-maturity and Nonmarketable Equity Securities—Estimated fair values of investment securities held-to-maturity are based on the same valuation methodologies as available-for-sale securities as described previously. The carrying value of FHLB stock approximates fair value based on the redemption provisions of the Federal Home Loan Bank of Chicago.

        Loans—The estimated fair values of loans with variable interest rates are generally presumed to approximate the recorded carrying amounts. The remaining loans with fixed payment amounts have been estimated using the present value of estimated future cash flows at rates comparable to or

F-44


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

Note 16—Fair Value of Financial Instruments (Continued)

currently offered for loans with similar terms to borrowers of similar credit quality. Fair values of nonperforming loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.

        Investments in Unconsolidated Subsidiaries—The carrying value of investments in unconsolidated subsidiaries approximates their fair value.

        Deposits—Fair values of deposits with no stated maturities (demand, savings, NOWs, money market) are estimated to approximate their carrying amounts, which are the amounts due on demand.

        Fair value of certificates of deposit with stated maturities have been estimated using the present value of estimated future cash flows discounted at rates currently offered for similar instruments. Fair value of certificates maturing within one year approximates their carrying value. Time deposits include public funds time deposits.

        Federal Home Loan Bank Borrowings—The carrying value of the Company's variable rate borrowings approximates fair value. The fair values of the fixed rate borrowings are estimated using discounted cash flow analyses based on current incremental borrowing rates.

        Other Borrowings—The carrying amounts of other borrowings approximate fair value as they mature within one year and the interest rates are floating.

        Subordinated Debentures—The fair value of the junior subordinated debentures approximates carrying value as they carry a variable interest rate that reprices frequently and there is no active market for such debentures.

        Accrued Interest—The carrying values of accrued interest approximate its fair value.

        Off-balance-sheet Items—Off-balance-sheet commitments are not addressed for fair value disclosure considerations. Because of the difficulty in assessing and valuing the likelihood of advancing the proceeds of letters of credit and unfunded commitments, management believes it is not feasible or practicable to fairly and accurately disclose a fair value of off-balance-sheet commitments.

Limitations

        Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. Because no market exists for a significant portion of the Company's financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

F-45


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Continued)

December 31, 2017 and 2016

(dollars in thousands, except share data)

Note 16—Fair Value of Financial Instruments (Continued)

        The following table summarizes the financial instruments which are measured at fair value as of December 31, 2017 and 2016 on a recurring and non-recurring basis. For those financial instruments which are not routinely measured at fair value, an estimated fair value is shown:

 
   
  2017   2016  
 
  Fair Value
Hierarchy Level
  Carrying
Amount
  Estimated
Fair
Value
  Carrying
Amount
  Estimated
Fair
Value
 

Assets (Liabilities) measured at fair value on a recurring basis:

                               

Securities available-for-sale:

                               

U.S. Government treasuries and agencies                

    2   $ 14,973   $ 14,973   $ 44,989   $ 44,989  

Obligations of states and political subdivisions

    2     21,068     21,068     421     421  

Mortgage-backed securities and collateralized mortgage obligations

    2     92,266     92,266     42,914     42,914  

SBA loan pool securities

    2     37,168     37,168          

Equity and other investments

    1     6,942     6,942     1,875     1,875  

Loans held for sale

    2     128,949     128,949     138,644     138,644  

Derivative instruments—Interest rate lock commitments

    3     1,322     1,322     1,648     1,648  

Derivative instruments—Mandatory commitments

    2     (44 )   (44 )   (363 )   (363 )

Total recurring

        $ 302,644   $ 302,644   $ 230,128   $ 230,128  

Assets measured at fair value on a non-recurring basis:

                               

Impaired loans with allowance

    3   $ 214   $ 214   $ 6,954   $ 6,954  

Other real estate owned

    3     12,908     12,908     13,870     13,870  

Total non-recurring

        $ 13,122   $ 13,122   $ 20,824   $ 20,824  

Other Financial Instruments—Assets:

                               

Cash and cash equivalents

        $ 24,279   $ 24,279   $ 26,876   $ 26,876  

Certificates of deposit

          3,100     3,100     100     100  

Held to maturity securities

                  21,505     23,120  

FHLB stock

          1,757     1,757     2,731     2,731  

Loans—Net

          743,756     740,037     699,782     693,654  

Investments in unconsolidated subsidiaries

          928     928     928     928  

Accrued interest receivable

          3,298     3,298     2,698     2,698  

Other Financial Instruments—Liabilities:

   
 
   
 
   
 
   
 
   
 
 

Deposits with no stated maturities

        $ 704,077   $ 704,077   $ 611,522   $ 611,522  

Deposits with stated maturities

          283,741     282,536     316,842     316,016  

FHLB borrowings

          36,822     37,229     21,876     22,350  

Other borrowings

          839     839          

Subordinated debentures

          30,928     30,928     30,928     30,928  

Accrued interest payable

          809     809     701     701  

F-46


Table of Contents


Supplemental Information
December 31, 2017 and 2016

F-47


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

CONSOLIDATING BALANCE SHEET

As of December 31, 2017

(Dollars in Thousands)

 
  Bridgeview
Bancorp,
Inc.
  Bridgeview
Bank
Group
  Eliminations   Consolidated  

ASSETS

                         

Cash and due from banks

  $ 2,507   $ 23,876   $ (2,507 ) $ 23,876  

Interest-bearing deposits in banks

        403         403  

Total cash and cash equivalents

    2,507     24,279     (2,507 )   24,279  

Certificates of deposit

   
   
3,100
   
   
3,100
 

Loans held for sale

        128,949         128,949  

Investment securities:

                         

Available-for-sale

        172,417         172,417  

Held-to-maturity

                 

Federal Home Loan Bank stock

        1,757         1,757  

Loans—net of deferred fees

        751,816         751,816  

Allowance for loan losses

        (8,060 )       (8,060 )

Loans—net of allowance for loan losses                 

        743,756         743,756  

Other real estate owned

   
   
12,908
   
   
12,908
 

Investments in unconsolidated subsidiaries                 

    132,163         (131,235 )   928  

Premises, furniture, and equipment—net

        47,330         47,330  

Accrued interest receivable

    9     3,289         3,298  

Deferred income taxes

    2,049     18,877         20,926  

Life settlement contracts

          10,561         10,561  

Other assets

    545     8,128     5     8,678  

TOTAL ASSETS

  $ 137,273   $ 1,175,351   $ (133,737 ) $ 1,178,887  

LIABILITIES

                         

Deposits:

                         

Noninterest-bearing

  $   $ 205,799   $ (2,507 ) $ 203,292  

Interest-bearing

        784,526         784,526  

Total deposits

        990,325     (2,507 )   987,818  

Bank borrowings

   
   
37,661
   
   
37,661
 

Subordinated debentures

    30,928             30,928  

Accrued interest payable and other liabilities

    301     16,135         16,436  

Total liabilities

    31,229     1,044,121     (2,507 )   1,072,843  

SHAREHOLDERS' EQUITY

   
 
   
 
   
 
   
 
 

Preferred stock—Series A

                 

Preferred stock—Series B

                 

Common stock—Voting

    1,017     570     (570 )   1,017  

Common stock—Nonvoting

    628             628  

Common stock—Nonvoting series A

    28             28  

Additional paid-in capital

    54,923     144,199     (144,199 )   54,923  

Retained earnings

    49,949     (13,037 )   13,037     49,949  

Accumulated other comprehensive loss

    (501 )   (502 )   502     (501 )

Total shareholders' equity

    106,044     131,230     (131,230 )   106,044  

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

  $ 137,273   $ 1,175,351   $ (133,737 ) $ 1,178,887  

F-48


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

CONSOLIDATING STATEMENT OF INCOME

Year Ended December 31, 2017

(Dollars in Thousands)

 
  Bridgeview
Bancorp, Inc.
  Bridgeview
Bank Group
  Eliminations   Consolidated  

INTEREST AND DIVIDEND INCOME

                         

Loans—including fees

  $   $ 41,099   $   $ 41,099  

Investment securities

        2,825         2,825  

Interest-bearing deposits in banks

        463         463  

Total interest and dividend income

        44,387         44,387  

INTEREST EXPENSE

   
 
   
 
   
 
   
 
 

Deposits

        4,256         4,256  

Federal Home Loan Bank borrowings

        193         193  

Other borrowings

        87         87  

Subordinated debentures

    1,417             1,417  

Total interest expense

    1,417     4,536         5,953  

NET INTEREST (EXPENSE) INCOME

    (1,417 )   39,851         38,434  

PROVISION FOR LOAN LOSSES

   
   
3,100
   
   
3,100
 

NET INTEREST INCOME (EXPENSE) AFTER PROVISION FOR LOAN LOSSES

    (1,417 )   36,751         35,334  

EQUITY IN UNDISTRIBUTED NET INCOME OF SUBSIDIARY

   
2,191
   
   
(2,191

)
 
 

NONINTEREST INCOME

   
 
   
 
   
 
   
 
 

Service charges on deposit accounts

        2,406         2,406  

Net realized loss on sales of securities

        (383 )       (383 )

Net realized gain on sales of loans and other mortgage banking income                

        114,515         114,515  

Other

    214     1,430         1,644  

Total noninterest income

    214     117,968         118,182  

NONINTEREST EXPENSE

   
 
   
 
   
 
   
 
 

Salaries and employee benefits

    165     83,652         83,817  

Pension plan termination

        6,252         6,252  

Occupancy and equipment

        6,861         6,861  

Marketing and advertising

          3,568           3,568  

Data processing

        6,673         6,673  

FDIC insurance

        463         463  

Other real estate owned—net

        1,369         1,369  

Legal expense

        1,467         1,467  

Mortgage related appraisal, investor credit and other loan origination costs

        11,238         11,238  

Mortgage related lead acquisition costs

        11,985         11,985  

Other

    342     8,400         8,742  

Total noninterest expense

    507     141,928         142,435  

Income before income taxes

    480     12,792     (2,191 )   11,081  

Income tax expense (benefit)

    (523 )   10,601         10,078  

Consolidated net income

  $ 1,003   $ 2,191   $ (2,191 ) $ 1,003  

F-49


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

CONSOLIDATING BALANCE SHEET

As of December 31, 2016

(Dollars in Thousands)

 
  Bridgeview
Bancorp, Inc.
  Bridgeview
Bank Group
  Eliminations   Consolidated  

ASSETS

                         

Cash and due from banks

  $ 1,901   $ 26,139   $ (1,901 ) $ 26,139  

Interest-bearing deposits in banks

        737         737  

Total cash and cash equivalents

    1,901     26,876     (1,901 )   26,876  

Certificates of deposit

        100         100  

Loans held for sale

        138,644         138,644  

Investment securities:

                         

Available-for-sale

        90,199         90,199  

Held-to-maturity

        21,505         21,505  

Federal Home Loan Bank stock

        2,731         2,731  

Loans—net of deferred fees

        707,302         707,302  

Allowance for loan losses

        (7,520 )       (7,520 )

Loans—net of allowance for loan losses

        699,782         699,782  

Other real estate owned

        13,870         13,870  

Investments in unconsolidated subsidiaries

    128,650         (127,722 )   928  

Premises, furniture, and equipment—net

        48,351         48,351  

Accrued interest receivable

    8     2,690         2,698  

Deferred income taxes

    1,558     28,711         30,269  

Life settlement contracts

        9,437         9,437  

Other assets

    1,267     12,658     5     13,930  

TOTAL ASSETS

  $ 133,384   $ 1,095,554   $ (129,618 ) $ 1,099,320  

LIABILITIES

                         

Deposits:

                         

Noninterest-bearing

  $   $ 160,736   $ (1,901 ) $ 158,835  

Interest-bearing

        769,529         769,529  

Total deposits

        930,265     (1,901 )   928,364  

Bank borrowings

        21,876         21,876  

Subordinated debentures

    30,928             30,928  

Accrued interest payable and other liabilities

    288     15,696         15,984  

Total liabilities

    31,216     967,837     (1,901 )   997,152  

SHAREHOLDERS' EQUITY

                         

Preferred stock—Series A

    50             50  

Preferred stock—Series B

    950             950  

Common stock—Voting

    1,010     585     (585 )   1,010  

Common stock—Nonvoting

    628             628  

Common stock—Nonvoting series A

    28             28  

Additional paid-in capital

    53,229     145,983     (145,983 )   53,229  

Retained earnings

    49,896     (15,228 )   15,228     49,896  

Accumulated other comprehensive loss               

    (3,623 )   (3,623 )   3,623     (3,623 )

Total shareholders' equity

    102,168     127,717     (127,717 )   102,168  

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

  $ 133,384   $ 1,095,554   $ (129,618 ) $ 1,099,320  

F-50


Table of Contents


Bridgeview Bancorp, Inc. and Subsidiary

CONSOLIDATING STATEMENT OF INCOME

Year Ended December 31, 2016

(Dollars in Thousands)

 
  Bridgeview
Bancorp, Inc.
  Bridgeview
Bank Group
  Eliminations   Consolidated  

INTEREST AND DIVIDEND INCOME

                         

Loans—including fees

  $   $ 41,379   $   $ 41,379  

Investment securities

        2,358         2,358  

Interest-bearing deposits in banks

        72         72  

Total interest and dividend income

        43,809         43,809  

INTEREST EXPENSE

   
 
   
 
   
 
   
 
 

Deposits

        3,491         3,491  

Federal Home Loan Bank borrowings

        294         294  

Other borrowings

        319         319  

Subordinated debentures

    1,266             1,266  

Total interest expense

    1,266     4,104         5,370  

NET INTEREST (EXPENSE) INCOME

    (1,266 )   39,705         38,439  

PROVISION FOR LOAN LOSSES

   
   
9,000
   
   
9,000
 

NET INTEREST INCOME (EXPENSE) AFTER PROVISION FOR LOAN LOSSES

    (1,266 )   30,705         29,439  

EQUITY IN UNDISTRIBUTED NET INCOME OF SUBSIDIARY

   
9,036
   
   
(9,036

)
 
 

NONINTEREST INCOME

   
 
   
 
   
 
   
 
 

Service charges on deposit accounts

        2,023         2,023  

Net realized loss on sales of securities                

        (20 )       (20 )

Net realized gain on sales of loans and other mortgage banking income           

        122,865         122,865  

Other

    (410 )   1,894         1,484  

Total noninterest income

    (410 )   126,762         126,352  

NONINTEREST EXPENSE

   
 
   
 
   
 
   
 
 

Salaries and employee benefits

    167     88,908         89,075  

Occupancy and equipment

        6,411         6,411  

Marketing and advertising

          3,366           3,366  

Data processing

        6,358         6,358  

FDIC insurance

        1,057         1,057  

Other real estate owned—net

        4,828         4,828  

Legal expense

    339     2,095         2,434  

Mortgage related appraisal, investor credit and other loan origination costs

        9,781         9,781  

Mortgage related lead acquisition costs           

        11,492         11,492  

Other

    303     7,920         9,223  

Total noninterest expense

    809     143,216         144,025  

Income before income taxes

    6,551     14,251     (9,036 )   11,766  

Income tax expense (benefit)

   
(922

)
 
5,215
   
   
4,293
 

Consolidated net income

  $ 7,473   $ 9,036   $ (9,036 ) $ 7,473  

F-51


Table of Contents

APPENDIX A

AGREEMENT AND PLAN OF MERGER
between
FIRST MIDWEST BANCORP, INC.
and
BRIDGEVIEW BANCORP, INC.
Dated as of December 6, 2018


Table of Contents


Table of Contents

 
   
  Page

ARTICLE 1 DEFINITIONS; INTERPRETATION

  A-1

       

1.1

 

Definitions

  A-1

       

1.2

 

Additional Definitions

  A-9

       

1.3

 

Interpretation

  A-11

       

ARTICLE 2 THE MERGER

  A-13

       

2.1

 

The Merger

  A-13

       

2.2

 

Closing

  A-13

       

2.3

 

Effects of the Merger; Liabilities of the Company

  A-13

       

2.4

 

Name of Surviving Corporation

  A-13

       

2.5

 

Certificate of Incorporation and By-Laws of the Surviving Corporation

  A-13

       

2.6

 

The Bank Merger

  A-13

       

ARTICLE 3 EFFECT ON STOCK

  A-14

       

3.1

 

Effect on Stock

  A-14

       

3.2

 

Restricted Company Common Stock; Company Stock Options

  A-14

       

3.3

 

Exchange Agent

  A-15

       

3.4

 

Fractional Shares

  A-17

       

3.5

 

Lost, Stolen or Destroyed Certificates

  A-17

       

3.6

 

Anti-Dilution Adjustments

  A-17

       

3.7

 

Dissenters' Rights

  A-17

       

3.8

 

Closing Adjusted Tangible Common Equity

  A-18

       

ARTICLE 4 CONDUCT OF BUSINESS PENDING THE MERGER

  A-19

       

4.1

 

Forbearances of the Company

  A-19

       

ARTICLE 5 REPRESENTATIONS AND WARRANTIES

  A-23

       

5.1

 

Disclosure Schedules

  A-23

       

5.2

 

Representations and Warranties of the Company

  A-23

       

5.3

 

Representations and Warranties of Parent

  A-41

       

ARTICLE 6 COVENANTS

  A-45

       

6.1

 

Commercially Reasonable Efforts

  A-45

       

6.2

 

Stockholder Approval

  A-45

       

6.3

 

Regulatory Applications; Third-Party Consents

  A-46

       

6.4

 

Exchange Listing

  A-47

       

6.5

 

SEC Filings

  A-47

       

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  Page

6.6

 

Press Releases

  A-48

       

6.7

 

Acquisition Proposals

  A-48

       

6.8

 

Takeover Laws and Provisions

  A-49

       

6.9

 

Access; Information

  A-49

       

6.10

 

Supplemental Indentures

  A-49

       

6.11

 

Indemnification

  A-50

       

6.12

 

Benefits Arrangements

  A-51

       

6.13

 

Conversion, Data Processing and Related Matters

  A-53

       

6.14

 

Title Surveys

  A-54

       

6.15

 

Environmental Assessments

  A-55

       

6.16

 

BBMC Disposition

  A-56

       

6.17

 

Stockholder Litigation

  A-58

       

6.18

 

Additional Agreements

  A-58

       

6.19

 

Identified Assets

  A-58

       

6.20

 

Identified Real Property

  A-58

       

6.21

 

Life Settlement Contracts

  A-59

       

6.22

 

Year-End Adjusted Tangible Common Equity

  A-61

       

6.23

 

Charitable Contribution

  A-62

       

6.24

 

Arm's Length Transactions

  A-62

       

ARTICLE 7 CONDITIONS TO THE MERGER

  A-63

       

7.1

 

Conditions to Each Party's Obligation to Effect the Merger

  A-63

       

7.2

 

Conditions to the Obligation of the Company

  A-63

       

7.3

 

Conditions to the Obligation of Parent

  A-64

       

ARTICLE 8 TERMINATION

  A-66

       

8.1

 

Termination

  A-66

       

8.2

 

Effect of Termination and Abandonment

  A-67

       

8.3

 

Fee

  A-67

       

ARTICLE 9 MISCELLANEOUS

  A-68

       

9.1

 

Survival

  A-68

       

9.2

 

Expenses

  A-68

       

9.3

 

Notices

  A-69

       

9.4

 

Waiver; Amendment

  A-69

       

9.5

 

Alternative Structure

  A-70

       

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  Page

9.6

 

Governing Law

  A-70

       

9.7

 

Waiver of Jury Trial

  A-70

       

9.8

 

Entire Understanding; No Third Party Beneficiaries

  A-71

       

9.9

 

Counterparts

  A-71

       

9.10

 

Severability

  A-71

       

9.11

 

Subsidiary and Affiliate Action

  A-71

       

9.12

 

Other Remedies; Specific Performance

  A-71

       

9.13

 

Assignment

  A-72

 

Annex 1-A

 

List of Parties Entering into Common Voting Agreements

Annex 1-B

 

Form of Common Voting Agreement

Annex 2-A

 

List of Parties entering into Restrictive Covenant Agreements

Annex 2-B

 

Form of Restrictive Covenant Agreement

Annex 3

 

Form of Bank Merger Agreement

Annex 4

 

Form of Opinion of Company Counsel

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        AGREEMENT AND PLAN OF MERGER, dated as of December 6, 2018 (this "Agreement"), between Bridgeview Bancorp, Inc., a Delaware corporation (the "Company"), and First Midwest Bancorp, Inc., a Delaware corporation ("Parent").


RECITALS

        A.    The Proposed Transaction.     Upon the terms and conditions of this Agreement, the parties intend to effect a strategic business combination pursuant to which the Company will merge with and into Parent (the "Merger"). Parent will be the surviving corporation in the Merger (the "Surviving Corporation"). It is the intention of Parent that, following the Merger, Bridgeview Bank Group, a wholly-owned Subsidiary of the Company ("Company Bank Sub"), will merge with and into First Midwest Bank, a wholly-owned Subsidiary of Parent ("Parent Bank Sub"), with Parent Bank Sub being the surviving bank (the "Bank Merger").


        B.
    Board Determinations.     The respective boards of directors of the Company and Parent have each determined that the Merger and the other transactions contemplated hereby are consistent with, and will further, their respective business strategies and goals, and are in the best interests of their respective stockholders, and, therefore, have approved, this Agreement, the Merger and the other transactions contemplated hereby.


        C.
    Intended Tax Treatment.     The parties intend the Merger to be treated as a reorganization under Section 368(a) of the Internal Revenue Code of 1986 (the "Code") (the "Intended Tax Treatment"). The parties intend that this Agreement be and hereby is adopted as a "plan of reorganization" within the meaning of Sections 354 and 361 of the Code.


        D.
    Common Voting Agreements.     As an inducement to and condition of Parent's willingness to enter into this Agreement, certain stockholders of the Company, listed on Annex 1-A hereto, are concurrently entering into voting agreements, the form of which is attached hereto as Annex 1-B (the "Common Voting Agreements"), pursuant to which, among other things, such persons agree to vote all of their shares of Company Common Stock in favor of approval of this Agreement, the Merger and any other matters required to be approved or adopted in order to effect the Merger and the other transactions contemplated hereby.


        E.
    Restrictive Covenant Agreements.     As an inducement to and condition of Parent's willingness to enter into this Agreement, each of the stockholders, directors and executive officers of the Company listed on Annex 2-A is concurrently entering into a confidentiality, non-solicitation and non-competition agreement, the form of which is attached hereto as Annex 2-B (the "Restrictive Covenant Agreements"), pursuant to which, among other things, such persons are prohibited from competing with the business conducted by the Company and its Subsidiaries.


        F.
    Residential Home Mortgage Business.     The parties hereto intend that the assets and liabilities of the Company Bank Sub's residential home mortgage business, other than the assets and liabilities listed on Section 5.2(ee)(2) of the Company Disclosure Schedule, will be sold or otherwise disposed of by Company Bank Sub prior to the consummation of the Merger.

        NOW, THEREFORE, in consideration of the premises, and of the mutual representations, warranties, covenants and agreements contained in this Agreement, the Company and Parent agree as follows:


ARTICLE 1

Definitions; Interpretation

        1.1    Definitions.     This Agreement uses the following definitions:

        "Acquisition Proposal" means (1) a tender or exchange offer to acquire more than twenty percent (20%) of the voting power in the Company or any of its Significant Subsidiaries, (2) a proposal for a

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merger, consolidation or other business combination involving the Company or any of its Significant Subsidiaries or (3) any other proposal or offer to acquire in any manner more than twenty percent (20%) of the voting power in, or more than twenty percent (20%) of the business, assets or deposits of, the Company or any of its Significant Subsidiaries, other than the transactions contemplated hereby.

        "Acquisition Transaction" means, with respect to a person, (1) a merger, consolidation or other business combination transaction involving that person or any of its Subsidiaries (other than mergers, consolidations or other business combination transactions involving solely that person and/or one or more of its wholly-owned Subsidiaries, provided that any such transaction is not entered into in violation of the terms of this Agreement), (2) a purchase, lease or other acquisition of more than twenty percent (20%) of the business, assets or deposits of that person or any of its Subsidiaries or (3) a purchase or other acquisition (including by way of merger, consolidation, share exchange or otherwise) of securities representing more than twenty percent (20%) of the voting power of that person or any of its Subsidiaries or more than twenty percent (20%) of the outstanding securities of any class or series of any securities of that person or any of its Subsidiaries.

        "Adjusted Tangible Common Equity" means the Company's consolidated total common stockholders' equity calculated in accordance with GAAP on a basis consistent with the Company Financial Statements, minus preferred equity and minus Intangible Assets; provided, however, that (a) for purposes of calculating Adjusted Tangible Common Equity, any amount required to be accrued hereunder and any unpaid Transaction Expense shall be considered a liability of the Company irrespective of whether such amount or such Transaction Expense is required under GAAP to be accrued or recorded as a liability of the Company and shall reduce Adjusted Tangible Common Equity for purposes of this Agreement; and (b) the calculation of Adjusted Tangible Common Equity for purposes of this Agreement shall disregard, exclude, eliminate and not include (i) after-tax gains on sales of securities after October 31, 2018, (ii) any amount reported in, or required to be reported in, accumulated other comprehensive income in the Company Financial Statements in accordance with GAAP, (iii) actual or accrued Transaction Expenses up to a total of Sixteen Million Four Hundred Thousand Dollars ($16,400,000), (iv) the after-tax amount of any actual or accrued expenses related to the Real Property Adjustment Amount, (v) the after-tax amount of any Identified Asset Sale Proceeds in excess of or less than the Company's GAAP book value of the applicable Identified Asset, (vi) the after-tax amount of any Actual Identified Real Property Sale Price in excess of or less than the Company's GAAP book value of the Identified Real Property, (vii) the after-tax amount of any Actual Life Settlement Contract Sale Price or Life Settlement Proceeds in excess of or less than the applicable Life Settlement Contract Book Value, (viii) the after-tax impact of the settlement of the Litigation, including the impact of insurance recoveries; provided, however, any amounts paid or payable by the Company or any of its Subsidiaries in respect of any settlement, release or other agreement entered into with the Identified Former Employee shall not be disregarded, excluded, eliminated from or not included in the calculation of Adjusted Tangible Common Equity, (ix) the after-tax amount of the Identified Charitable Contribution, and (x) the assets and liabilities of the Company Bank Sub's residential home mortgage business, other than the assets and liabilities set forth in Section 5.2(ee)(2) of the Company Disclosure Schedule.

        "Affiliate" means, with respect to a person, those other persons that, directly or indirectly, control, are controlled by or are under common control with such person. For the purposes of the definition of Affiliate, "control" (including, with correlative meanings, the terms "controlled by" or "under common control with"), as applied to any person, means the possession, directly or indirectly, of (1) ownership, control or power to vote twenty-five percent (25%) or more of the outstanding shares of any class of voting securities of such person; (2) control, in any manner, over the election of a majority of the directors, trustees, general partners or managing members (or individuals exercising similar functions) of such person; or (3) the ability to exercise a controlling influence over the management or policies of such person.

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        "Bank Merger Act" means the Bank Merger Act of 1960.

        "BBMC Mortgage Loan" means a residential mortgage loan that is or is required to be held for sale by the Company or one of its Subsidiaries in the ordinary course of business consistent with past practices of the Company and its Subsidiaries.

        "Benefit Arrangement" means, with respect to the Company or Parent, each of the following under which any of its current or former employees or directors has any present or future right to benefits or compensation and (1) that is sponsored or maintained by it or its Subsidiaries, or (2) under which it or its Subsidiaries has or could have any present or future liability: each "employee benefit plan" (within the meaning of Section 3(3) of ERISA) and each stock purchase, stock option, restricted stock, performance share, stock appreciation right, equity, severance, retirement, employment, consulting, change-in-control, fringe benefit, bonus, incentive, retention, deferred compensation, paid time off benefits and other employee compensation or benefit plan, agreement, program, policy or other arrangement or any other plan, agreement, understanding or arrangement pursuant to which any current or former employee or director of it or any of its Subsidiaries is entitled or may have a claim or right to any compensation, payment, security or benefit from it or any of its Subsidiaries (with respect to any of the preceding, whether or not subject to ERISA).

        "BHC Act" means the Bank Holding Company Act of 1956.

        "COBRA" means the Consolidated Omnibus Budget Reconciliation Act.

        "Company Board" means the board of directors of the Company.

        "Company Common Stock" means the Company Voting Common Stock and the Company Non-voting Common Stock of the Company.

        "Company Equity Plan" means the Bridgeview Bancorp. Inc. Amended and Restated 2015 Equity Incentive Plan.

        "Company Non-voting Common Stock" means the Company Nonvoting Common Stock and the Company Series A Non-Voting Common Stock.

        "Company Nonvoting Common Stock" means the 500,000 authorized shares of Company Common Stock designated as non-voting common stock, par value $0.10 per share, of the Company.

        "Company Preferred Stock" means the preferred stock, par value $0.01 per share, of the Company.

        "Company Series A Non-Voting Common Stock" means the 7,000,000 authorized shares of Company Common Stock designated as Series A non-voting common stock, par value $0.10 per share, of the Company.

        "Company Stock" means, collectively, the Company Common Stock and the Company Preferred Stock.

        "Company Voting Common Stock" means the voting common stock, par value $0.10 per share, of the Company.

        "Confidentiality Agreement" means the confidentiality agreement between Parent and the Company, dated December 22, 2017.

        "Constituent Documents" means the charter or articles or certificate of incorporation and by-laws of a corporation or banking organization, the certificate of partnership and partnership agreement of a general or limited partnership, the certificate of formation and limited liability company agreement or operating agreement of a limited liability company, the trust agreement of a trust and the comparable documents of other entities.

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        "Contract" means, with respect to any person, any agreement, contract, indenture, undertaking, debt instrument, lease, understanding, arrangement or commitment to which such person or any of its Subsidiaries is a party or by which any of them may be bound or to which any of their assets or properties may be subject, whether or not in writing, and whether express or implied.

        "Conversion" means the conversion of the processing, reporting, payment and other operating systems from those of Company Bank Sub to those of Parent Bank Sub.

        "DGCL" means the General Corporation Law of the State of Delaware.

        "Dissenting Common Shares" means shares of Company Common Stock that are held or beneficially owned by a person who has properly exercised appraisal, dissenters or similar rights under applicable Law.

        "Environmental Laws" means all applicable Laws regulating, relating to or imposing liability or standards of conduct concerning pollution, Hazardous Materials, or protection of human health, safety or the environment.

        "ERISA" means the Employee Retirement Income Security Act of 1974.

        "Exchange Act" means the Securities Exchange Act of 1934.

        "Excluded Common Shares" means shares of Company Common Stock beneficially owned by Parent (other than shares held in a trust, fiduciary, or nominee capacity or as a result of debts previously contracted) or held in the Company's treasury.

        "FDIC" means the Federal Deposit Insurance Corporation.

        "Fully Diluted Number" means the sum of (a) the aggregate number of outstanding shares of Company Common Stock immediately prior to the Effective Time (for the avoidance of doubt including all Dissenting Common Shares and all shares of Restricted Company Common Stock, whether vested or unvested), plus (b) the aggregate number of shares of Company Common Stock issuable upon the exercise in full of all In the Money Company Stock Options outstanding immediately prior to the Effective Time.

        "GAAP" means United States generally accepted accounting principles consistently applied.

        "Governmental Authority" means any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, any law enforcement agency or any industry self-regulatory authority.

        "Hazardous Materials" means any hazardous or toxic substances, materials, wastes, pollutants, contaminants or harmful substances, including petroleum compounds, asbestos, mold and lead and any other substance regulated under or which may give rise to liability under any Environmental Law.

        "In the Money Company Stock Options" means all Company Stock Options outstanding immediately prior to the Effective Time, the exercise price per share of which is less than (but not equal to) the Merger Consideration Value Per Share.

        "Intangible Assets" means any asset that is considered an intangible asset under GAAP, including goodwill and any other identifiable intangible asset recorded in accordance with GAAP.

        "Intellectual Property" means all (i) trademarks, service marks, brand names, d/b/a's, Internet domain names, logos, symbols, trade dress, trade names, and other indicia of origin, all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of same; (ii) inventions and discoveries, whether patentable or not, and all patents, registrations, invention disclosures and applications therefor, including divisions, continuations, continuations-in-part and renewal applications, and including renewals, extensions, reexaminations and

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reissues; (iii) Trade Secrets; (iv) published and unpublished works of authorship, whether copyrightable or not (including databases and other compilations of information), copyrights therein and thereto, and registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof; and (v) other intellectual property or proprietary rights.

        "IRS" means the Internal Revenue Service.

        "IT Assets" means the Company's and its Subsidiaries' computers, computer software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines, and all other information technology equipment, and all associated documentation.

        "Knowledge" means, with respect to: (i) the Company, (A) those facts, events, circumstances and other matters actually known to Peter J. Haleas, the Chairman of the Board of Directors, William L. Conaghan, the President/Chief Executive Officer, Gerald E. Pfeiffer, the Chief Financial Officer, Thomas P. Haleas, the Executive Vice President, Bryan Griffin, the Chief Lending Officer or Nicolas Mando, the Chief Operations Officer of the Company; and (B) those facts, events, circumstances and other matters that Peter J. Haleas, the Chairman of the Board of Directors, William L. Conaghan, the President/Chief Executive Officer, Gerald E. Pfeiffer, the Chief Financial Officer, Thomas P. Haleas, the Executive Vice President, Bryan Griffin, the Chief Lending Officer or Nicolas Mando, the Chief Operations Officer of the Company could reasonably be expected to know or be aware of given each individual's position and responsibilities at the Company and Company Bank Sub after making reasonable inquiry, and (ii) Parent, (A) those facts, events, circumstances and other matters actually known to the Chairman of the Board of Directors and the Chief Executive Officer, the Chief Financial Officer or the General Counsel of Parent; and (B) those facts, events, circumstances and other matters that the Chairman of the Board of Directors and the Chief Executive Officer, the Chief Financial Officer or the General Counsel of Parent could reasonably be expected to know or be aware of given each individual's position and responsibilities at Parent and Parent Bank Sub after making reasonable inquiry.

        "Law" means any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, interpretation, order, judgment, injunction, directive, policy, guidance, ruling, approval, permit, requirement or rule of law (including common law) enacted, issued, promulgated, enforced or entered by any Governmental Authority, as well as any common law.

        "Lien" means any charge, mortgage, pledge, security interest, restriction, claim, lien, encumbrance, option, right to acquire or adverse interest.

        "Material Adverse Effect" means, with respect to the Company or Parent, any fact, circumstance, change, event or effect that, either individually or in the aggregate with any other fact, circumstance, change, event or effect: (a) is or is reasonably likely to be material and adverse to the capital, condition (financial or otherwise), results of operations, business or prospects of the Company and its Subsidiaries, taken as a whole, or Parent and its Subsidiaries, taken as a whole, respectively, excluding (with respect to each of clause (1), (2) or (3), only to the extent that the effect of a change on it is not materially different than on comparable banking organizations organized and operated in the United States or any state therein) the impact of (1) changes in banking and other Laws of general applicability or changes in the interpretation thereof by Governmental Authorities, (2) changes in GAAP or regulatory accounting requirements applicable to banking services organizations generally, (3) changes in prevailing interest rates or other general economic conditions generally affecting banking organizations operating in the United States or any state therein, (4) any failure to meet internally prepared forecasts or projections or externally prepared forecasts or projections with respect to Parent only, but the effects of the underlying causes of any such failure to meet forecasts or projections shall not be so excluded, and (5) actions or omissions of a party to this Agreement that are expressly required by this Agreement or taken upon the written request or with the prior written consent of the other party to this Agreement in contemplation of the transactions contemplated hereby; or (b) would

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materially impair the ability of the party to perform its obligations under this Agreement or to consummate the transactions contemplated hereby on a timely basis.

        "Minimum Adjusted Tangible Common Equity" means One Hundred Twelve Million Dollars ($112,000,000).

        "Minimum Year-End Adjusted Tangible Common Equity" means One Hundred Sixteen Million Nine Hundred Fifty-Eight Thousand One Hundred Fifty-Nine Dollars ($116,958,159).

        "Mortgage Loans" means any and all Extensions of Credit secured by one (1) to four (4) family residential properties, mixed use properties (but only to the extent subject to the United States Department of Housing and Urban Development's 203(k) program), loans secured by interests in cooperatives, condominium units and units in planned unit developments owned, originated (or in the process of origination), made, entered into, serviced or subserviced by the Company or its Subsidiaries at any time, including any Real Property acquired in connection with the default of any mortgage loan.

        "Nasdaq" means The Nasdaq Stock Market.

        "Parent Common Stock" means the common stock, par value $.01 per share, of Parent.

        "Parent Performance Share Awards" means all outstanding performance share awards in respect of shares of Parent Common Stock.

        "Parent Preferred Stock" means the preferred stock, without par value, of Parent.

        "Parent Restricted Stock Awards" means all outstanding awards of restricted Parent Common Stock.

        "Parent Restricted Stock Unit Awards" means all outstanding restricted stock unit awards in respect of shares of Parent Common Stock.

        "Parent Stock" means, collectively, the Parent Common Stock and the Parent Preferred Stock.

        "Parent Stock Options" means all outstanding and unexercised employee and director options to purchase Parent Common Stock.

        "Parent Stock Plans" means the Parent Omnibus Stock and Incentive Plan, as amended, and the Parent Amended and Restated Non-Employee Directors Stock Plan, as amended.

        "Previously Disclosed" means information set forth by a party in the applicable paragraph of its Disclosure Schedule and, with respect to Parent, information disclosed in the Parent SEC Filings (disregarding risk factor disclosures contained under the heading "Risk Factors" or disclosure of risks set forth in any "forward-looking statements" disclaimer).

        "Registered" means issued by, registered with, renewed by or the subject of a pending application before any Governmental Authority or Internet domain name registrar.

        "Representatives" means, with respect to any person, such person's directors, officers, employees, legal, accounting or financial advisors or any representatives of such legal or financial advisors.

        "Rights" means, with respect to any person, securities or obligations convertible into or exercisable or exchangeable for, or giving any other person any right to subscribe for or acquire, or any options, warrants, puts, calls or commitments relating to, or any stock appreciation right or other instrument the value of which is determined in whole or in part by reference to the market price, book or other value of, shares of capital stock, units or other equity interests of, or in, such first person.

        "SEC" means the United States Securities and Exchange Commission.

        "Securities Act" means the Securities Act of 1933.

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        "Significant Subsidiary" and "Subsidiary" have the meanings ascribed to those terms in Rule 1-02 of Regulation S-X promulgated by the SEC.

        "Superior Proposal" means a bona fide written Acquisition Proposal which the Company Board concludes in good faith to be more favorable from a financial point of view to its stockholders than the Merger and the transactions contemplated hereby (1) after receiving the advice of Company FA, (2) after taking into account the likelihood of consummation of the proposed transaction on the terms set forth therein (as compared to, and with due regard for, the terms herein) and (3) after taking into account all legal (with the advice of outside counsel), financial (including the financing terms of any such proposal), regulatory (including the advice of outside counsel regarding the potential for regulatory approval of any such proposal) and other aspects of such proposal and any other relevant factors permitted under applicable Law; provided that for purposes of the definition of "Superior Proposal", the references to "more than twenty percent (20%)" in the definition of Acquisition Proposal shall be deemed to be references to "fifty percent (50%) or more".

        "Tax" and "Taxes" means all federal, state, local or foreign taxes, charges, fees, levies or other assessments, however denominated, including all net income, gross income, gains, gross receipts, sales, use, ad valorem, goods and services, capital, production, transfer, franchise, windfall profits, license, withholding, payroll, employment, disability, employer health, excise, estimated, severance, stamp, occupation, property, environmental, unemployment or other taxes, custom duties, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, fines, additions to tax or additional amounts imposed by any taxing authority whether arising before, on or after the Effective Time.

        "Tax Returns" means any return, amended return or other report (including elections, declarations, disclosures, schedules, estimates and information returns) required to be filed with respect to any Tax.

        "Trade Secrets" means confidential information, trade secrets and know-how, including processes, schematics, business methods, formulae, drawings, prototypes, models, designs, customer lists and supplier lists.

        "Transaction Expense" means any cost, fee or expense paid or incurred at any time either directly or indirectly by the Company or any of its Subsidiaries (or by their stockholders or other holders of equity interests, directors, officers, employees or agents, to the extent such expenses are payable by the Company or any of its Subsidiaries) in connection with, relating to, arising out of or resulting from this Agreement, the Merger, the Bank Merger, the BBMC Disposition or any other transaction contemplated by this Agreement or the negotiation, preparation or consummation thereof, including (a) the costs, fees and expenses of attorneys, agents, investment bankers, financial advisors (including Company FA), accountants, consultants and other advisors, (b) all severance payments made or required to be made by the Company or any of its Subsidiaries pursuant to any Benefit Arrangement of the Company or any of its Subsidiaries or other Contract entered into by the Company or any of its Subsidiaries, (c) all change-in-control payments, stay bonuses or other amounts or benefits payable to directors, officers, or other employees of the Company or any of its Subsidiaries or to any other person as a result of the consummation of any of the transactions contemplated hereby, including the Merger and the Bank Merger, (d) all payments made or required to be made in connection with the termination of Previously Disclosed data processing Contracts assuming a termination of such Contracts on the Closing Date and (e) any other cost, fee, amount or expense identified or otherwise described as a Transaction Expense herein.

        "Year-End Adjusted Tangible Common Equity" means the Company's consolidated total common stockholders' equity calculated in accordance with GAAP on a basis consistent with the Company Financial Statements, minus preferred equity and minus Intangible Assets, all as of December 31, 2018; provided, however, that for purposes of calculating Year-End Adjusted Tangible Common Equity, the foregoing shall be adjusted such that: (a) the following fees, costs, expenses, liabilities and amounts

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shall be considered liabilities of the Company as of December 31, 2018 irrespective of whether such fees, costs, expenses, liabilities or amounts are required under GAAP to be accrued or recorded as a liability of the Company and shall reduce the Year-End Adjusted Tangible Common Equity: (i) an after-tax amount equal to the sum of all remaining amounts (including any applicable penalties, termination fees and attorney's fees) payable by the Company or any of its Subsidiaries pursuant to the terms of each Lease (as such term is defined in the BBMC Sale Agreement) applicable to the real estate identified on Schedule 1(a)(i) of the BBMC Sale Agreement, and pursuant to the terms of each Contract (as such term is defined in the BBMC Sale Agreement) identified on Schedule 1(a)(v) of the BBMC Sale Agreement, that is not sold, assigned, transferred, conveyed and delivered to, and assumed, satisfied and discharged by, the BBMC Sale Counterparty, or is not otherwise terminated with no further obligation, liability or recourse to the Company or any of its Subsidiaries, on or prior to February 28, 2019, (ii) an after-tax amount equal to all severance and employee termination expenses, costs, liabilities and other amounts related to all employees engaged primarily in the Company Bank Sub's residential home mortgage business, (iii) if any BBMC Mortgage Loan is sold by the Company or any of its Subsidiaries from January 1, 2019 through February 28, 2019 for an amount less than the outstanding principal balance of such BBMC Mortgage Loan, plus all accrued and unpaid interest (a "Mortgage Sale Loss"), an amount equal to the aggregate amount of all Mortgage Sale Losses, (iv) an amount equal to all other fees, costs, expenses, financial liabilities and other amounts related to the Company Bank Sub's residential home mortgage business and the sale or other disposition thereof as of February 28, 2019, excluding those liabilities identified on Section 5.2(ee)(2) of the Company Disclosure Schedule, (v) all after-tax amounts (including attorney's fees, penalties, termination fees and other amounts) related to the termination or assignment of each Lease (as such term is defined in the BBMC Sale Agreement) applicable to the real estate listed on Schedule 1(a)(i) of the BBMC Sale Agreement and each Contract (as such term is defined in the BBMC Sale Agreement) identified on Schedule 1(a)(v) of the BBMC Sale Agreement effected subsequent to December 31, 2018 and on or prior to February 28, 2019 (to the extent such amounts have not been accrued or recorded as a liability in item (a)(i) above), (vi) all unpaid fees, costs, expenses, liabilities or other amounts relating to any settlement of litigation effected during the fourth quarter of the year ended December 31, 2018 and (vii) any amounts payable by the Company or any of its Subsidiaries in respect of any settlement, release or other agreement that is entered into with the Identified Former Employee; and (b) the following book values and amounts shall be disregarded, excluded, eliminated from and not included in the calculation of Year-End Adjusted Tangible Common Equity for purposes of this Agreement: (i) after-tax gains on sales of securities after October 31, 2018, (ii) any amount reported in, or required to be reported in, accumulated other comprehensive income in the Company Financial Statements in accordance with GAAP, (iii) the after-tax amount of any actual or accrued expenses related to the Real Property Adjustment Amount, (iv) the after-tax amount of any Identified Asset Sale Proceeds in excess of or less than the Company's GAAP book value of the applicable Identified Asset, (v) the after-tax amount of any Actual Identified Real Property Sale Price in excess of or less than the Company's GAAP book value of the Identified Real Property, (vi) the after-tax amount of any Actual Life Settlement Contract Sale Price or Life Settlement Proceeds in excess of or less than the applicable Life Settlement Contract Book Value, (vii) the book value of any Fixtures and Equipment (as such term is defined in the BBMC Sale Agreement) that are not sold, assigned, transferred, conveyed or delivered to the BBMC Sale Counterparty on or prior to February 28, 2019, and (viii) the book value of all other assets related to the Company Bank Sub's residential home mortgage business as of February 28, 2019, excluding any assets identified on, Section 5.2(ee)(2) of the Company Disclosure Schedule and the book value of all BBMC Mortgage Loans.

        "Year-End Bottom Adjusted Tangible Common Equity" means One Hundred Seven Million Four Hundred Thousand Dollars ($107,400,000).

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        1.2    Additional Definitions.     Each of the following terms has the meaning specified in the Section of this Agreement set forth opposite such term:

Term
  Section
"Actual Identified Real Property Sale Price"   Section 6.20(a)(1)
"Actual Life Settlement Contract Sale Price"   Section 6.21(a)(1)
"After Acquired Real Property"   Section 6.15(a)
"Agreement"   Preamble
"Asset Adjustment Amount"   Section 6.19
"Bank Merger"   Recitals
"Bank Merger Agreement"   Section 2.6
"Bank Merger Surviving Bank"   Section 2.6
"BBMC Disposition"   Section 6.16(a)
"BBMC Mortgage Loan Reduction Amount"   Section 6.16(d)
"BBMC Sale Agreement"   Section 5.2(ee)
"BBMC Sale Counterparty"   Section 5.2(ee)
"BBMC Warehouse Line"   Section 6.16(a)
"Burdensome Condition"   Section 6.3(c)(2)
"Cash Exchange Amount"   Section 3.1(a)(1)(B)
"Certificate of Merger"   Section 2.2
"Closing"   Section 2.2
"Closing Adjusted Tangible Common Equity"   Section 3.8(b)
"Closing Date"   Section 2.2
"Code"   Recitals
"Common Voting Agreements"   Recitals
"Company"   Preamble
"Company Bank Sub"   Recitals
"Company FA"   Section 5.2(i)
"Company Fairness Opinion"   Section 5.2(i)
"Company Financial Statements"   Section 5.2(j)(1)
"Company 401(k) Plan"   Section 6.12(a)(1)
"Company Meeting"   Section 6.2
"Company Shareholder Matters"   Section 5.2(e)
"Company Stock Option"   Section 5.2(t)(2)
"Contemplated Identified Real Property Sale Price"   Section 6.20(a)(1)
"Controlled Group Liability"   Section 5.2(t)(15)
"Conversion Project Manager"   Section 6.13
"Costs"   Section 6.11(a)
"Covered Employees"   Section 6.12(c)
"Defined Benefit Plan"   Section 5.2(t)(4)
"Disclosure Schedule"   Section 5.1
"Effective Time"   Section 2.2
"Environmental Consultant"   Section 6.15(a)
"ERISA Affiliate"   Section 5.2(t)(4)
"Estimated Closing Balance Sheet"   Section 3.8(a)
"Estimated Year-End Adjusted Tangible Common Equity"   Section 6.22(a)
"Exchange Agent"   Section 3.3(a)
"Exchange Fund"   Section 3.3(a)
"Exchange Ratio"   Section 3.1(a)(1)(A)
"Extensions of Credit"   Section 5.2(y)(1)
"Fee"   Section 8.3(a)

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Term
  Section
"Fee Termination Date"   Section 8.3(b)
"Fee Triggering Event"   Section 8.3(a)
"Final Closing Balance Sheet"   Section 3.8(b)
"Final Year-End Adjusted Tangible Common Equity"   Section 6.22(b)
"Final Year-End Balance Sheet"   Section 6.22(b)
"Identified Asset Assumed Value"   Section 6.19
"Identified Asset Sale Proceeds"   Section 6.19
"Identified Assets"   Section 6.19
"Identified Charitable Contribution"   Section 6.23
"Identified Deposit Account"   Section 7.3(q)
"Identified Former Employee"   Section 6.11(a)
"Identified Real Property"   Section 6.20(a)
"Indemnified Party"   Section 6.11(a)
"Independent Arbitrator"   Section 3.8(c)
"Independent Insurance Consultant"   Section 6.21(b)
"Intended Tax Treatment"   Recitals
"Interest Rate Instruments"   Section 5.2(z)
"Life Settlement Contract Book Value"   Section 6.21(a)(1)
"Life Settlement Contracts"   Section 6.21(a)
"Life Settlement Proceeds"   Section 6.21(c)
"Litigation"   Section 5.2(ff)
"Litigation Settlement Agreements"   Section 5.2(ff)
"Material Contracts"   Section 5.2(v)(1)
"Maximum Amount"   Section 6.11(c)(4)
"Merger"   Recitals
"Merger Consideration Value Per Share"   Section 3.2(b)
"Multiemployer Plans"   Section 5.2(t)(3)
"New Certificates"   Section 3.3(a)
"Non-Disposed Contract"   Section 6.16(c)
"Non-Disposed Lease"   Section 6.16(b)
"Old Certificates"   Section 3.3(a)
"OREO"   Section 6.14(a)
"Outside Date"   Section 8.1(e)
"Parent"   Preamble
"Parent Bank Sub"   Recitals
"Parent Financial Statements"   Section 5.3(i)(1)
"Parent SEC Filings"   Section 5.3(i)(1)
"Pension Plan"   Section 5.2(t)(3)
"Permitted Assignee"   Section 9.13
"Per Common Share Consideration"   Section 3.1(a)(2)
"Per Share Stock Consideration"   Section 3.1(a)(1)(A)
"Phase I"   Section 6.15(a)
"Phase II"   Section 6.15(b)
"Proxy Statement"   Section 6.5(a)
"Real Property"   Section 5.2(u)(2)
"Real Property Adjustment Amount"   Section 6.15(d)
"Registration Statement"   Section 6.5(a)
"Remediation Estimate"   Section 6.15(c)
"Required Third-Party Consents"   Section 5.2(f)
"Requisite Regulatory Approvals"   Section 6.3(a)

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Term
  Section
"Restricted Company Common Stock"   Section 3.2(a)
"Restrictive Covenant Agreements"   Recitals
"Scheduled Intellectual Property"   Section 5.2(p)(1)
"Stock Conversion Proposal"   Section 5.2(e)
"Supplemental Disclosure Schedule"   Section 6.1(c)
"Survey"   Section 6.14(a)
"Surviving Corporation"   Recitals
"Tail Coverage Period"   Section 6.11(c)(2)
"Tail Policy"   Section 6.11(c)(1)
"Takeover Laws"   Section 5.2(h)
"Terminated Plan"   Section 5.2(t)(14)
"Title Commitment"   Section 6.14(a)
"Title Company"   Section 6.14(a)
"Title Defect Amount"   Section 6.14(c)
"Title Defect Conditions"   Section 6.14(c)
"Title Notice"   Section 6.14(b)
"Title Review Period"   Section 6.14(b)
"Unsold Life Settlement Contract"   Section 6.21(b)
"Unsold Life Settlement Contract Bids"   Section 6.21(b)
"WARN Act"   Section 5.2(ee)
"Year-End Adjusted Tangible Common Equity Deficiency"   Section 6.22(d)
"Year-End Adjusted Tangible Common Equity Excess"   Section 6.22(d)
"Year-End Balance Sheet"   Section 6.22(a)


        1.3
    Interpretation.     

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ARTICLE 2

The Merger

        2.1    The Merger.     Upon the terms and subject to the conditions set forth in this Agreement, the Company will merge with and into Parent at the Effective Time. At the Effective Time, the separate existence of the Company will terminate. Parent will be the Surviving Corporation in the Merger and will continue its existence under the Laws of the State of Delaware.


        2.2
    Closing.     The closing of the Merger (the "Closing") will take place in the Chicago, Illinois offices of Chapman and Cutler LLP at a time and on a business day (the "Closing Date") designated by Parent with at least fifteen (15) days prior written notice to the Company, which date shall be reasonably acceptable to the Company; provided that, unless the parties otherwise agree in writing, the Closing Date shall be no later than thirty (30) days (or, if fewer than thirty (30) days remain prior to the Outside Date, such fewer number of days) after the satisfaction or waiver of the conditions set forth in Article 7, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions. The parties hereto shall cause a certificate of merger with respect to the Merger ("Certificate of Merger") to be drafted and executed prior to the Closing Date and filed on the Closing Date, all in accordance with the applicable provisions of the DGCL. The time on the Closing Date at which the Merger becomes effective is referred to herein as the "Effective Time." Once the Closing Date has been designated by Parent, the parties may agree in writing to another Closing Date.


        2.3
    Effects of the Merger; Liabilities of the Company.     The Merger will have the effects prescribed by applicable Law, including the DGCL.


        2.4
    Name of Surviving Corporation.     The name of the Surviving Corporation as of the Effective Time will be the name of Parent.


        2.5
    Certificate of Incorporation and By-Laws of the Surviving Corporation.     The Restated Certificate of Incorporation of Parent, as amended, as in effect immediately before the Effective Time, will be the certificate of incorporation of the Surviving Corporation as of the Effective Time. The Amended and Restated By-Laws of Parent, as in effect immediately before the Effective Time, will be the by-laws of the Surviving Corporation as of the Effective Time.


        2.6
    The Bank Merger.     The Company and Parent will cooperate and use their commercially reasonable efforts to effect the Bank Merger and the Conversion immediately following the Effective Time, or at such later time as Parent may determine. Such cooperation shall include the approval of and entry into a merger agreement for the Bank Merger substantially in the form attached as Annex 3 hereto (the "Bank Merger Agreement") and the filing of all applications for all regulatory approvals required to give effect thereto. At the effective time of the Bank Merger, the separate existence of Company Bank Sub will terminate. Parent Bank Sub will be the surviving bank in the Bank Merger (the "Bank Merger Surviving Bank") and will continue its existence under the Laws of the State of Illinois. The Charter of Parent Bank Sub will be the charter of the Bank Merger Surviving Bank. The By-Laws of Parent Bank Sub will be the by-laws of the Bank Merger Surviving Bank. The shares of Company Bank Sub shall be cancelled in connection with the Bank Merger, and the shares of the Bank Merger Surviving Bank shall remain outstanding and not be affected thereby.

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ARTICLE 3

Effect on Stock

        3.1    Effect on Stock.     At the Effective Time, as a result of the Merger and without any action by any holder of Company Stock:


        3.2
    Restricted Company Common Stock; Company Stock Options.     

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        3.3
    Exchange Agent.     

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        3.4
    Fractional Shares.     Notwithstanding anything to the contrary in this Agreement, no fractional shares of Parent Common Stock and no certificates or scrip therefor, or other evidence of ownership thereof, will be issued in the Merger, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Parent; instead, Parent will pay to each holder of Company Common Stock who would otherwise be entitled to a fractional share of Parent Common Stock (after taking into account all Old Certificates delivered by such holder) an amount in cash (without interest) determined by multiplying such fraction of a share of Parent Common Stock by the per share volume weighted average price of the Parent Common Stock on Nasdaq from 9:30 a.m. to 4:00 p.m., Eastern Time, on the trading day immediately preceding the Closing Date as found on Bloomberg page FMBI US<equity>VWAP (or its equivalent successor page if such page is not available).


        3.5
    Lost, Stolen or Destroyed Certificates.     In the event any certificate representing shares of Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed certificate been surrendered.


        3.6
    Anti-Dilution Adjustments.     If prior to the Effective Time Parent changes (or the board of directors of Parent sets a related record date that will occur before the Effective Time for a change in) the number or kind of shares of Parent Common Stock outstanding by way of a stock split, stock dividend, recapitalization, reclassification, reorganization or similar transaction, the Exchange Ratio and the Per Share Stock Consideration will be adjusted proportionately to account for such change. If, in accordance with the provisions of this Agreement, prior to the Effective Time the Company changes (or the board of directors of the Company sets a related record date that will occur before the Effective Time for a change in) the number or kind of shares of Company Common Stock outstanding by way of a stock split, stock dividend, recapitalization, reclassification, reorganization or similar transaction, the Exchange Ratio, the Cash Exchange Amount and the Per Share Stock Consideration will be adjusted proportionately to account for such change.


        3.7
    Dissenters' Rights.     Notwithstanding anything to the contrary in this Agreement, Dissenting Common Shares that are outstanding as of the Effective Time will not be converted into the right to receive the consideration payable in respect of Company Common Stock pursuant to Section 3.1 hereof unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, his, her or its right to dissent from the Merger under the DGCL. The holder of any Dissenting Common Share shall be entitled only to such rights as may be granted to such holder pursuant to Section 262 of the DGCL with respect thereto. Parent shall be given a reasonable opportunity to review and comment on all notices or other communications to be sent to holders of Dissenting Common Shares and all such notices and other communications shall be reasonably satisfactory to Parent. The Company will give Parent (a) prompt notice of any notice or demands for appraisal or payment for shares of Company Common Stock, any withdrawal of demand for payment and any other similar instruments received by the Company and (b) the opportunity to participate in and direct all negotiations and

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proceedings with respect to any such demands or notices at Parent's cost and expense. The Company will not, without the prior written consent of Parent, settle, offer to settle or otherwise negotiate, any such demands or notices or make or offer to make any payment in respect of any such demands or notices. Parent will pay any consideration as may be determined to be due with respect to Dissenting Common Shares pursuant to and subject to the requirements of applicable Law.


        3.8
    Closing Adjusted Tangible Common Equity.     

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ARTICLE 4

Conduct of Business Pending the Merger

        4.1    Forbearances of the Company.     The Company agrees that from the date hereof until the Effective Time, except as expressly permitted by this Agreement or as Previously Disclosed, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), it will not, and will cause each of its Subsidiaries not to:

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Notwithstanding any provision in this Section 4.1 to the contrary, Parent shall not use or attempt to use any of its rights under this Section 4.1 to exercise prior control (as defined in Section 2(a)(2) of the Bank Holding Company Act, 12 U.S.C. § 1841(a)(2)) over the management or policies of the Company.

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ARTICLE 5

Representations and Warranties

        5.1    Disclosure Schedules.     Before entering into this Agreement, the Company delivered to Parent a schedule and Parent delivered to the Company a schedule (respectively, each schedule a "Disclosure Schedule"), setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more covenants contained in Article 4 or Article 6 or one or more representations or warranties contained in this Article 5. The disclosure of an item in any section or subsection of the Disclosure Schedule shall only be deemed to modify the section or subsection of this Agreement to which it corresponds in number and any other section or subsection to which the relevance of such disclosure is reasonably apparent. The inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty will not by itself be deemed an admission by a party that such item is material or was required to be disclosed therein.


        5.2
    Representations and Warranties of the Company.     The Company hereby represents and warrants to Parent as follows:

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        5.3
    Representations and Warranties of Parent.     Except as Previously Disclosed, Parent hereby represents and warrants to the Company as follows:

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ARTICLE 6

Covenants


        6.1
    Commercially Reasonable Efforts.     


        6.2
    Stockholder Approval.     As promptly as practicable following the date upon which the Registration Statement, filed pursuant to Section 6.5, shall have become effective (but in any event within forty-five (45) days thereof), the Company Board will submit to its stockholders this Agreement, the Merger, the Company Shareholder Matters and any other matters required to be approved or adopted by such stockholders in order to carry out the intentions of this Agreement and the transactions contemplated hereby. In furtherance of that obligation, the Company will take, in accordance with applicable Law and its Constituent Documents, all action necessary, proper, desirable or advisable to convene a meeting of its stockholders (including any adjournment or postponement, the "Company Meeting") as promptly as practicable (but in any event within forty-five (45) days of the Registration Statement becoming effective) to consider and vote upon approval of this Agreement, the Merger, the Company Shareholder Matters and any such other matters. The Company and the

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Company Board, as applicable, will use its reasonable best efforts to obtain from the Company's stockholders a vote approving this Agreement, the Merger, the Company Shareholder Matters and any such other matters, including delivering the Proxy Statement and the prospectus included therein and soliciting proxies through the Proxy Statement in accordance with applicable Law, recommending that the Company's stockholders vote in favor of this Agreement, the Merger, the Company Shareholder Matters and the other transactions contemplated hereby and, if requested by Parent, causing the Company Fairness Opinion to be updated as of the date that the proxy materials are first distributed to the stockholders of the Company. The Company shall provide Parent with a reasonable opportunity to review and comment upon all proxy materials prior to the distribution of such proxy materials to stockholders of the Company and all such proxy materials shall be reasonably satisfactory to Parent prior to the distribution thereof. However, if the Company Board, after consultation with (and based on the advice of) outside legal counsel, determines in good faith that, because of the receipt of an Acquisition Proposal that the Company Board concludes in good faith constitutes a Superior Proposal, it would result in a violation of its fiduciary duties under applicable Law to continue to recommend this Agreement, the Company Shareholder Matters and the Merger, then, in submitting this Agreement, the Company Shareholder Matters and the Merger to the Company Meeting, the Company Board may submit such items without recommendation (although the resolutions adopting such items prior to the date hereof, described in Section 5.2(e), may not be rescinded or amended), in which event the Company Board may communicate the basis for its lack of a recommendation to the stockholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by Law; provided that the Company Board may not take any actions under this sentence until after giving Parent at least ten (10) business days to respond to such Acquisition Proposal (and after giving Parent notice of the third party in the Acquisition Proposal and the latest material terms and conditions of the Acquisition Proposal) and then taking into account any amendment or modification to this Agreement proposed by Parent.


        6.3
    Regulatory Applications; Third-Party Consents.    

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        6.4
    Exchange Listing.     Parent will use commercially reasonable efforts to cause the shares of Parent Common Stock to be issued in the Merger to be approved for listing on Nasdaq, subject to official notice of issuance, as promptly as practicable, and in any event before the Effective Time.


        6.5
    SEC Filings.     

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        6.6
    Press Releases.     Each party will consult with the other before issuing any press release, employee communication or other stockholder communication with respect to the Merger or this Agreement and will not issue any such communication or make any such public statement without the prior written consent of such other party, which consent will not be unreasonably withheld or delayed; provided that a party may, without the prior written consent of the other party (but after prior consultation, to the extent practicable in the circumstances), issue such communication or make such public statement as may be required by applicable Law or securities exchange rules. The Company and Parent will cooperate to develop all public communications of the Company and make appropriate members of management available at presentations related to the transactions contemplated hereby as reasonably requested by the other party.


        6.7
    Acquisition Proposals.     The Company agrees that it will not, and will cause its Subsidiaries and its and its Subsidiaries' Representatives, agents, advisors and affiliates (including the Company FA) not to, solicit or encourage in any way inquiries or proposals with respect to, or engage in any negotiations concerning, or provide any confidential nonpublic information to, or have any discussions with, any person relating to, any Acquisition Proposal; provided that, in the event the Company receives an unsolicited bona fide Acquisition Proposal and the Company Board concludes in good faith, after consultation with its outside legal counsel and financial advisor, that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal, the Company may, and may permit its Subsidiaries and its and its Subsidiaries' Representatives to, furnish or cause to be furnished nonpublic information and participate in such negotiations or discussions to the extent that the Company Board concludes in good faith (and based on the advice of such counsel) that failure to take such actions would be inconsistent with its fiduciary duties under applicable Law; provided, further, that, prior to providing any nonpublic information permitted to be provided pursuant to the foregoing

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proviso, it shall have provided Parent with written notice of its intention to provide such nonpublic information and have entered into a confidentiality agreement with such third party on terms no less favorable to it than the confidentiality provisions set forth in the Confidentiality Agreement (without regard to any modification thereof pursuant hereto or lapse of time). The Company will immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any persons other than Parent with respect to any Acquisition Proposal and will use its reasonable best efforts to enforce any confidentiality or similar agreement relating to an Acquisition Proposal. The Company will within one (1) business day advise Parent following receipt of any Acquisition Proposal and the substance thereof (including the identity of the person making such Acquisition Proposal), and will keep Parent apprised of any related developments on a current basis.


        6.8
    Takeover Laws and Provisions.     The Company will not take any action that would cause the transactions contemplated hereby to be subject to requirements imposed by any Takeover Law and will take or cause to be taken all commercially reasonable steps within its control to exempt (or ensure the continued exemption of) the transactions contemplated hereby from, or if necessary challenge the validity or applicability of, any applicable Takeover Law, as now or hereafter in effect.


        6.9
    Access; Information.    


        6.10
    Supplemental Indentures.     At or before the Effective Time, Parent and the Company will execute and deliver, or cause to be executed and delivered, by or on behalf of Parent and the Company, one or more supplemental indentures and other documents and instruments, and take or

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cause to be taken all such other action, required for the due assumption of the Company's outstanding debt, guarantees, securities, and (to the extent Previously Disclosed by the Company) other agreements to the extent required by the terms of such debt, guarantees, securities or other agreements.


        6.11
    Indemnification    

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        6.12
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        6.13
    Conversion, Data Processing and Related Matters.     The parties agree to cooperate and to employ their commercially reasonable efforts to plan, execute and complete the Conversion in an orderly and efficient manner as of the Effective Time, or at such later time as Parent may determine; provided that in no event shall the Conversion become effective prior to the Effective Time. Commencing as of the date of this Agreement, the Company and Parent shall each appoint qualified staff members to act as project managers for the Conversion (each, a "Conversion Project Manager"). Such Conversion Project Managers shall act as the principal contacts between the parties on matters relating to the Conversion, and shall coordinate the assignment of personnel as required and generally facilitate the planning, execution and completion of the Conversion. In addition to any conversion of the data and systems files as part of the Conversion, the parties shall reasonably cooperate in exchanging and providing the information requested and performing such tasks as may be necessary to complete the Conversion, including the collection and input of relevant data, development of new operating procedures and design of forms, in each case, as mutually agreed by the parties. The Company shall, commencing as of the date of this Agreement, provide Parent and Parent Bank Sub with full access to the Company Bank Sub's offices, systems and facilities and all relevant information and personnel at such times and places as Parent Bank Sub shall reasonably request (in connection therewith, the parties shall cooperate towards causing the least possible disruption to the Company's and the Company Bank Sub's employees, customers and operations), allow Parent Bank Sub to implement such changes as shall be reasonably necessary to effect the Conversion at the Effective Time, or at such other time following the Effective Time as Parent may determine, and diligently assist Parent Bank Sub in making and sending notices, information and materials to the customers and service providers of the Company and its Subsidiaries at such times as Parent deems appropriate and otherwise preparing for the Conversion; provided that Parent shall provide the Company with a reasonable opportunity to review and comment upon all such notices, information and materials prior to any distribution thereof.

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        6.14    Title Surveys.     

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        6.15
    Environmental Assessments.     

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        6.16
    BBMC Disposition.     

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        6.17
    Stockholder Litigation.     The Company shall give Parent the opportunity to participate at its own expense in the defense or settlement of any litigation against the Company and/or its directors or Affiliates relating to the transactions contemplated by this Agreement, and the Company shall not agree to any such settlement without Parent's prior written consent.


        6.18
    Additional Agreements.     In case at any time after the Effective Time any further action that is reasonably necessary or desirable to carry out the purposes of this Agreement or to vest Parent or the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of any of the parties to the Merger, the then current officers and directors of each party to this Agreement and their respective Subsidiaries shall take, or cause to be taken, all such reasonably necessary action as may be reasonably requested by the other party, at the expense of the party who makes any such request.


        6.19
    Identified Assets.     To the extent that the Company sells or otherwise disposes of an asset identified on Section 6.19 of the Company Disclosure Schedule ("Identified Assets") prior to the Closing Date for net consideration after all costs, fees and expenses, including any applicable Taxes ("Identified Asset Sale Proceeds"), greater than or less than the Dollar amount set forth opposite such Identified Asset on Section 6.19 of the Parent Disclosure Schedule ("Identified Asset Assumed Value"), the Identified Asset Sale Proceeds with respect to such Identified Asset in excess of or less than the Identified Asset Assumed Value with respect to such Identified Asset (an "Asset Adjustment Amount") shall increase (in the event that the Identified Asset Sale Proceeds are in excess of the Identified Asset Assumed Value) or decrease (in the event that the Identified Asset Sale Proceeds are less than the Identified Asset Assumed Value), as applicable, the Cash Exchange Amount by an amount equal to the result of (a) the Asset Adjustment Amount, as may be adjusted below (which shall be the absolute value of the Asset Adjustment Amount for purposes of this calculation if the Identified Asset Sale Proceeds with respect to such Identified Asset are less than the Identified Asset Assumed Value with respect to such Identified Asset), divided by (b) the Fully Diluted Number. Notwithstanding anything herein to the contrary, if the Identified Asset Sale Proceeds are in excess of the Identified Asset Assumed Value, the Asset Adjustment Amount as used in clause (a) of the preceding sentence shall be after-tax. For the avoidance of doubt, the sale or disposition of an Identified Asset will result in an Asset Adjustment Amount independent from any Asset Adjustment Amount applicable to any other Identified Asset. Any sale or disposition of an Identified Asset pursuant to this Section 6.19 will be on terms and conditions satisfactory to Parent and shall not include any contractual warranty, indemnification or guaranty with respect to known or unknown environmental conditions, liabilities or obligations that is not satisfactory to Parent.


        6.20
    Identified Real Property.     

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        6.21
    Life Settlement Contracts.     

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        6.22
    Year-End Adjusted Tangible Common Equity.     

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        6.23
    Charitable Contribution.     Prior to Closing the Company shall make the charitable contribution described in Section 6.23 of the Company Disclosure Schedule (the "Identified Charitable Contribution").


        6.24
    Bona Fide Transactions.     The Company shall, and shall cause its Subsidiaries and Representatives to, make all sales and dispositions required, contemplated or permitted by this Agreement in a commercially reasonable manner and in bona fide transactions.

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ARTICLE 7

Conditions to the Merger

        7.1    Conditions to Each Party's Obligation to Effect the Merger.     The respective obligation of each party to consummate the Merger is subject to the fulfillment or written waiver by each party before the Effective Time of each of the following conditions:


        7.2
    Conditions to the Obligation of the Company.     The Company's obligation to consummate the Merger is also subject to the fulfillment or written waiver by the Company before the Effective Time of each of the following conditions:

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        7.3
    Conditions to the Obligation of Parent.     Parent's obligation to consummate the Merger is also subject to the fulfillment, or written waiver by Parent before the Effective Time of each of the following conditions:

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ARTICLE 8

Termination

        8.1    Termination.     This Agreement may be terminated, and the Merger and the transactions contemplated hereby may be abandoned, at any time before the Effective Time, by the Company or Parent, whether prior to or after approval of this Agreement, the Company Shareholder Matters and the transactions contemplated thereby, including the Merger, by all requisite votes of the holders of Company Common Stock, as follows:

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        8.2
    Effect of Termination and Abandonment.     Except as otherwise provided herein, a termination of this Agreement pursuant to the terms hereof shall be effective immediately upon delivery of written notice by the terminating party to the other parties hereto. If this Agreement is terminated and the Merger and the transactions contemplated hereby are abandoned, no party will have any liability or further obligation under this Agreement, except that (i) Section 6.9(c), this Section 8.2, Section 8.3 and Article 9, as well as any relevant definitions, will survive termination of this Agreement and remain in full force and effect and (ii) termination will not relieve a party from liability for any willful breach by it of this Agreement.


        8.3
    Fee.     

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ARTICLE 9

Miscellaneous

        9.1    Survival.     The representations, warranties, agreements and covenants contained in this Agreement will not survive the Effective Time (other than Article 2, Article 3, Section 6.9(c), Section 6.11 and this Article 9).


        9.2
    Expenses.     Except as otherwise provided herein, each party will bear all expenses incurred by it in connection with this Agreement and the transactions contemplated hereby, except that Parent and the Company will each bear and pay one-half of the following expenses: (a) the costs (excluding the fees and disbursements of counsel, financial advisors and accountants) incurred in connection with the copying, printing and distributing the Registration Statement and the Proxy Statement for the approval of the Merger and (b) all listing, filing or registration fees, including fees paid for filing the Registration Statement with the SEC and any other fees paid for filings with Governmental Authorities.

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        9.3
    Notices.     All notices, requests and other communications given or made under this Agreement must be in writing (which shall include facsimile communication and electronic mail) and will be deemed given when personally delivered, facsimile transmitted (with confirmation), sent by electronic mail, mailed by registered or certified mail (return receipt requested) or sent by overnight courier to the persons and addresses set forth below or such other place as such party may specify by written notice to the other parties hereto.


        9.4
    Waiver; Amendment.     

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        9.5
    Alternative Structure.     Notwithstanding anything to the contrary in this Agreement, before the Effective Time, Parent may by notice to the Company at least five (5) business days prior to the approval of this Agreement and the transactions contemplated thereby, including the Merger, by all requisite votes of the holders of Company Common Stock, revise the structure of the Merger or otherwise revise the method of effecting the Merger and the transactions contemplated hereby, provided that (a) such revision does not alter or change the kind or amount of consideration to be delivered to stockholders of the Company, (b) such revision does not adversely affect the tax consequences to the stockholders of the Company, (c) such revised structure or method is reasonably capable of consummation without significant delay in relation to the structure contemplated herein and (d) such revision does not otherwise cause, and could not reasonably be expected to cause, any of the conditions set forth in Article 7 not to be capable of being fulfilled (unless duly waived by the party entitled to the benefits thereof). This Agreement and any related documents will be appropriately amended in accordance with the terms hereof or thereof in order to reflect any such revised structure or method.


        9.6
    Governing Law.     This Agreement shall be governed and construed in accordance with the Laws of the State of Delaware applicable to contracts made and to be performed entirely within that State.


        9.7
    Waiver of Jury Trial.     EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (d) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.7.

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        9.8
    Entire Understanding; No Third Party Beneficiaries.     This Agreement, the other agreements and documents contemplated hereby or executed contemporaneous herewith and the Confidentiality Agreement represent the entire understanding of the parties hereto regarding the transactions contemplated hereby and supersede any and all other oral or written agreements previously made or purported to be made. Except for Section 6.11, which is intended to benefit the Indemnified Parties to the extent stated, nothing expressed or implied in this Agreement is intended to confer any rights, remedies, obligations or liabilities upon any person other than the Company and Parent. For the avoidance of doubt, notwithstanding anything in the Confidentiality Agreement to the contrary, the parties hereto hereby agree that the execution and delivery of this Agreement does not result in the termination of the Confidentiality Agreement, which remains in full force and effect in accordance with the terms thereof.


        9.9
    Counterparts.     This Agreement may be executed in multiple counterparts, and may be delivered by means of facsimile or email (or any other electronic means such as ".pdf" or ".tiff" files), each of which shall be deemed to constitute an original, but all of which together shall be deemed to constitute one and the same instrument.


        9.10
    Severability.     Each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but in case any one or more provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, (a) all other provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transaction contemplated hereby is not affected in a manner materially adverse to any party and (b) the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby can be consummated as originally contemplated to the greatest extent possible.


        9.11
    Subsidiary and Affiliate Action.     Wherever a party has an obligation under this Agreement to "cause" a Subsidiary or Affiliate of such party or any such Subsidiary's or Affiliate's officers, directors, management or employees to take, or refrain from taking, any action, or such action that may be necessary to accomplish the purposes of this Agreement, such obligation of such party shall be deemed to include an undertaking on the part of such party to cause such Subsidiary or Affiliate to take such necessary action. Wherever this Agreement provides that a Subsidiary or Affiliate of a party has an obligation to act or refrain from taking any action, such party shall be deemed to have an obligation under this Agreement to cause such Subsidiary or Affiliate, or any such Subsidiary's or Affiliate's officers, directors, management or employees, to take, or refrain from taking, any action, or such action as may be necessary to accomplish the purposes of this Agreement. To the extent necessary or appropriate to give meaning or effect to the provisions of this Agreement or to accomplish the purposes of this Agreement, Parent and the Company, as the case may be, shall be deemed to have an obligation under this Agreement to cause any Subsidiary thereof to take, or refrain from taking, any action, and to cause such Subsidiary's officers, directors, management or employees, to take, or refrain from taking, any action otherwise contemplated herein. Any failure by an Affiliate of Parent or the Company to act or refrain from taking any action contemplated by this Agreement shall be deemed to be a breach of this Agreement by Parent or the Company, respectively.


        9.12
    Other Remedies; Specific Performance.     Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby or by Law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any

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state having jurisdiction, this being in addition to any other remedy to which they are entitled at Law or in equity.


        9.13
    Assignment.     No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties hereto. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, Parent may assign all of its rights and obligations under this Agreement to any of its Affiliates (each, a "Permitted Assignee") upon not less than five (5) days' prior written notice to the Company, provided that upon such assignment Parent shall nevertheless remain liable for all terms, covenants, obligations and conditions of Parent set forth in this Agreement. Contemporaneously with such assignment, the Permitted Assignee shall execute a counterpart of this Agreement and a certificate containing the representations and warranties set forth in Section 5.3, conformed to be applicable to such Permitted Assignee.

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        IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.

    FIRST MIDWEST BANCORP, INC.

 

 

By:

 

/s/ MICHAEL L. SCUDDER

        Name:   Michael L. Scudder
        Title:   Chairman of the Board, President and Chief Executive Officer

 

 

BRIDGEVIEW BANCORP, INC.

 

 

By:

 

/s/ WILLIAM L. CONAGHAN

        Name:   William L. Conaghan
        Title:   CEO and President

   

[SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER]

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LIST OF PARTIES ENTERING INTO THE COMMON VOTING AGREEMENT

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Annex 1-B

FORM OF COMMON VOTING AGREEMENT

                                    , 2018

First Midwest Bancorp., Inc.
8750 West Bryn Mawr Avenue, Suite 1300
Chicago, IL 60631

Ladies and Gentlemen:

        The undersigned, being a stockholder of Bridgeview Bancorp, Inc., a Delaware corporation (the "Company"), hereby acknowledges that the Company and First Midwest Bancorp, Inc., a Delaware corporation ("Parent"), are concurrently entering into an Agreement and Plan of Merger, dated as of an even date herewith (as amended or modified from time to time, the "Merger Agreement"), pursuant to which the Company will be merged with and into Parent (the "Merger"). A copy of the Merger Agreement has been provided to the undersigned. Capitalized terms used but not defined herein are to be deemed to have the meanings assigned to them in the Merger Agreement.

        The undersigned further acknowledges that the undersigned will benefit directly and substantially from the consummation of the Merger. As an inducement to and condition of Parent's willingness to enter into the Merger Agreement, the undersigned hereby agrees, represents and warrants as follows:


        1.
    Owned Shares.     The undersigned owns (of record or beneficially) and has the full power and authority to vote the number of shares of Company Common Stock, Company Series A Non-Voting Common Stock and Company Nonvoting Common Stock set forth on the signature page hereof (the "Owned Shares"). For all purposes of this agreement, the Owned Shares will include any shares of Company Common Stock as to which the undersigned acquires beneficial ownership after the date hereof.


        2.
    Agreement to Vote Owned Shares.     The undersigned agrees that at the Company Meeting or any other meeting or action of the stockholders of the Company, including a written consent solicitation, the undersigned will (a) vote all of the Owned Shares (or otherwise provide a proxy or consent) in favor of, and will otherwise support, approval, and will not initiate any proxy solicitation or undertake any other efforts not to support approval, of the Merger Agreement, the Stock Conversion Proposal, Company Shareholder Matters, the Merger and any other matters required to be approved or adopted in order to effect the Merger and the transactions contemplated by the Merger Agreement, and (b) not vote the Owned Shares (or otherwise provide a proxy or consent) in favor of, or otherwise support, approval of any Acquisition Proposal or any action that is intended to, or could reasonably be expected to, materially impede, interfere with, delay or otherwise materially and adversely affect the Merger or the transactions contemplated by the Merger Agreement. Notwithstanding the foregoing, the parties acknowledge that this agreement is entered into by the undersigned solely in his or her capacity as legal title holder of the Owned Shares and that nothing in this agreement shall prevent the undersigned from discharging his or her fiduciary duties as a member of the Company Board or as an officer of the Company.


        3.
    Transfer of Owned Shares.     

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        4.
    Further Assurances.     The undersigned will take all reasonable actions and make all reasonable efforts, and will execute and deliver all such further documents, certificates and instruments, in order to consummate the transactions contemplated hereby and by the Merger Agreement, including, without limitation, the agreement of the undersigned to vote the Owned Shares in accordance with Section 2 hereof.


        5.
    No Solicitation.     The undersigned agrees that the undersigned shall not, and the undersigned shall direct and use its reasonable best efforts to cause the undersigned's agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by the

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undersigned) not to, knowingly initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any Acquisition Proposal or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal.

        6.     [APPLICABLE TO CERTAIN PARTIES Standstill.


        7.
    Waiver of Claims.     The undersigned irrevocably agrees to waive and does hereby waive any and all claims (whether past, present or future, and at Law, at equity, through arbitration or otherwise)

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against the Company, Parent, their respective affiliates and each of their respective officers, employees and directors to the extent arising as a result of the undersigned's ownership of shares in the Company, including without limitation claims relating to, in connection with or arising from the Merger Agreement or the Merger, the due authorization and execution and fairness (to the undersigned or otherwise) of the Merger Agreement or the Merger and the other transactions contemplated by the Merger Agreement, other than the right to receive the consideration provided for in the Merger Agreement upon consummation of the Merger. To avoid doubt, the waiver contained in this Section 6 shall be absolute and perpetual unless and until such time as this agreement is terminated pursuant to Section 8 below. [APPLICABLE TO CERTAIN PARTIES] [In addition to the foregoing, the undersigned hereby agrees to and accepts the Stock Conversion Proposal and agrees in consideration thereof to waive, release, forego and not to exercise any rights provided to the undersigned in Section 4.2 of the Company's Certificate of Incorporation, as amended, in connection with any merger, consolidation, reclassification, sale of assets or conversion or exchange of Company Common Stock, including but not limited to under Section 4.2(a), Section 4.2(e) and Section 4.2(f) thereof.]


        8.
    Specific Performance.     The undersigned agrees that irreparable damage would occur in the event that any of the provisions of this agreement were not performed by the undersigned in accordance with their specific terms or were otherwise breached. Accordingly, the undersigned agrees that Parent will be entitled to seek an injunction or injunctions to prevent breaches hereof by the undersigned and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which Parent is entitled at Law or in equity, and that the undersigned waives the posting of any bond or security in connection with any proceeding related thereto.


        9.
    Termination of this Agreement.     This Agreement will terminate automatically upon the earliest to occur of: (a) the termination of the Merger Agreement by either or both of the Company or Parent pursuant to Section 8.1 of the Merger Agreement; (b) the Company Board submitting the Merger Agreement to the Company's stockholders without a recommendation for approval in accordance with Section 6.2 of the Merger Agreement; and (c) the eight-month anniversary of the Closing Date. Upon such termination, no party shall have any further obligations or liabilities hereunder; provided, however, such termination will not relieve any party from liability for any willful breach of this agreement prior to such termination.


        10.
    Certain Representations and Warranties.     The undersigned hereby represents and warrants to Parent that the undersigned has the right, power and authority to execute and deliver this agreement; such execution and delivery does not and will not violate, or require any consent, approval, or notice under any Law or result in the breach of any contract; and this agreement has been duly executed and delivered by the undersigned and constitutes a legal, valid and binding agreement of the undersigned, enforceable in accordance with its terms (except to the extent that enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws or equitable principles or doctrines).


        11.
    Appraisal Rights.     To the extent permitted by applicable Law, the undersigned hereby waives and agrees not to exercise any rights of appraisal or rights to dissent from the transactions contemplated by the Merger Agreement that the undersigned may have with respect to the Owned Shares under applicable Law.


        12.
    Governing Law.     This agreement is governed by, and will be interpreted in accordance with, the Laws of the State of Delaware applicable to contracts made and to be performed entirely within that State.


        13.
    Counterparts.     This agreement may be executed in multiple counterparts, and may be delivered by means of facsimile or e-mail (or any other electronic means such as ".pdf" or ".tiff" files),

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each of which shall be deemed to constitute an original, but all of which together shall be deemed to constitute one and the same instrument.


        14.
    Severability.     Each provision of this agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but in case any one or more provisions contained in this agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, (a) all other provisions of this agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transaction contemplated hereby is not affected in a manner materially adverse to any party and (b) the parties shall negotiate in good faith to modify this agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby can be consummated as originally contemplated to the greatest extent possible.

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        The undersigned has executed and delivered this agreement as of the day and year first above written.

    Very truly yours,

 

 


 
    Name:

 

 

Number and Type of Owned Shares:

 

 

ACCEPTED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN:

 

 

FIRST MIDWEST BANCORP, INC.

 

 

By:

 

  

        Name:    
        Title:    

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LIST OF PARTIES ENTERING INTO RESTRICTIVE COVENANT AGREEMENTS

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Annex 2-B

FORM OF RESTRICTIVE COVENANT AGREEMENT

FORM OF CONFIDENTIALITY,
NON-SOLICITATION AND NON-COMPETITION AGREEMENT

        CONFIDENTIALITY, NON-SOLICITATION [AND NON-COMPETITION] AGREEMENT (the "Agreement") dated as of                , 2018, between Bridgeview Bancorp, Inc., a Delaware corporation (the "Company"), First Midwest Bancorp, Inc., a Delaware corporation ("Parent"), and                (the "Covenantor"). Capitalized terms not defined herein shall have the meaning set forth in the Merger Agreement (as defined below).

        WHEREAS, Covenantor is currently an executive officer or member of the Board of Directors of the Company and/or Bridgeview Bank Group, a wholly-owned subsidiary of the Company ("Company Bank Sub"), and owns (of record or beneficially) the number of shares of Company Common Stock set forth on the signature page hereof ("Owned Shares");

        WHEREAS, Parent and the Company are entering into an Agreement and Plan of Merger on the date hereof (the "Merger Agreement"), upon the terms and subject to the conditions of which the parties intend to effect a strategic business combination pursuant to which the Company will merge with and into Parent, with Parent as the surviving entity (the "Merger"), and the Company will cause Company Bank Sub to merge with and into First Midwest Bank, a wholly-owned subsidiary of Parent (the "Parent Bank Sub");

        WHEREAS, Covenantor agrees to enter into this Agreement containing covenants that the parties acknowledge and agree are essential to the sale or transfer of the Company's business to Parent as a result of consummation of the Merger and for other good and valuable consideration, the receipt of which is hereby acknowledged; and

        WHEREAS, Covenantor, Company and Parent acknowledge and agree that the post-Merger covenants contained herein are reasonable and necessary to protect the goodwill of the Company and Company Bank Sub that is being acquired by Parent in the Merger.

        NOW, THEREFORE, in consideration of the foregoing and the mutual commitments contained in this Agreement, the parties hereto agree as follows:


        1.
    Effectiveness; Effect on Prior Agreements.     This Agreement shall be effective as of the date hereof. Notwithstanding the foregoing, if the Merger Agreement is terminated in accordance with the provisions thereof, this Agreement shall be null and void.


        2.
    Confidential Information.     (a) Covenantor agrees to keep secret and confidential all documents, materials and information about or relating to the Company, Company Bank Sub, any of their respective subsidiaries or any of their respective businesses, including, without limitation, information about customers or prospective customers, business contacts, transactions, contracts, intellectual property, finances, personnel, products and pricing, or corporate affairs of which Covenantor may have become aware, whether or not relating to or arising out of Covenantor's specific duties and all other documents, materials and information that should reasonably be considered confidential under any circumstance ("Confidential Information"), and Covenantor shall not disclose or make known any such Confidential Information or anything relating thereto to any person or entity except (i) in connection with the ordinary course of the Company and/or its subsidiaries' business prior to the Effective Time, consistent with past practices, (ii) officers, directors, employees, agents and advisors of Parent and its subsidiaries and (iii) to such other persons or entities as may be authorized by Parent or to the extent required by Law. Confidential Information is limited to information that is not generally known to the Company's competitors, that has not been voluntarily disclosed to the public by the Company, and that is not otherwise lawfully in the public domain.

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        3.
    [Covenant not to Compete;] Non-Solicitation of Employees and Customers.     [APPLICABLE TO CERTAIN PARTIES][(a) Covenantor agrees that for a two (2) year period immediately following the effective time of the Merger as provided by the Merger Agreement (the "Effective Time"), Covenantor will:][APPLICABLE TO CERTAIN PARTIES][(a) Covenantor agrees that for an eighteen (18) month period immediately following the effective time of the Merger as provided by the Merger Agreement (the "Effective Time"), Covenantor will:] [APPLICABLE TO CERTAIN PARTIES][(a) Covenantor agrees that for a twelve (12) month period immediately following the effective time of the Merger as provided by the Merger Agreement (the "Effective Time"), Covenantor will:] [APPLICABLE TO CERTAIN PARTIES][(a) Covenantor agrees that for a six (6) month period immediately following the effective time of the Merger as provided by the Merger Agreement (the "Effective Time"), Covenantor will:]

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        4.
    Entire Agreement; Modification.     This Agreement contains the entire agreement between Covenantor, Parent and the Company with respect to the subject matter hereof and it is the complete, final and exclusive embodiment of the agreement with regard to this subject matter hereof, provided, however, that this Agreement shall not supersede or otherwise effect any agreement or understanding between the Company or any of its Subsidiaries on the one hand and Covenantor on the other hand that includes any confidentiality, restrictive covenant or other provisions concerning the subject matter hereof on the part of Covenantor. This Agreement is being entered into by Covenantor without reliance on any promise or representation other than those expressly contained herein, and this Agreement cannot be amended except in writing signed by all parties hereto.

        In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover, any one

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or more of the provisions contained in this Agreement shall for any reason be held to be overly broad as to duration, geographical scope, activity or subject, this Agreement shall be construed by limiting and reducing such overly broad provision, so as to be enforceable to the extent compatible with the applicable Law as it shall then appear.


        5.
    Notices.     For the purposes of this Agreement, notices, demands, and all other communications shall be in writing and shall be deemed to have been duly given when delivered either personally or by United States certified or registered mail, return receipt requested, postage prepaid, and if to the Covenantor, delivered to the last address on file with the Company, and if to the Company, to its main offices located at 7940 South Harlem Avenue, Bridgeview, IL 60455, and if to Parent, to its main offices located at 8750 West Bryn Mawr Avenue, Suite 1300, Chicago, IL 60631 or to such other address as any such party may have furnished to the others, in writing, in accordance herewith, except that notices of change of address shall be effective only upon receipt.


        6.
    Waiver.     If either party should waive any breach of any provisions of this Agreement, such party shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.


        7.
    Assignment.     This Agreement and any rights or obligations hereunder may be assigned by Parent to any Subsidiary of Parent or any successor in interest to Parent's or any of its Subsidiaries' businesses. This Agreement may not be assigned by Covenantor.


        8.
    Headings.     The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.


        9.
    Governing Law.     This Agreement shall be governed by the Laws of the State of Illinois without reference to the choice of Law principles thereof. Any claim, lawsuit or dispute involving the interpretation or enforcement of this Agreement must be held in a court of competent jurisdiction located in Cook County, Illinois. Each of the parties hereto irrevocably consents to the exclusive jurisdiction of any state or federal court located in Cook County, Illinois, agrees that process may be served upon term in any manner authorized by the Laws of such jurisdiction and waives and covenants not to assist or plead any objection which they might otherwise have to such jurisdiction and such process.


        10.
    Counterparts.     This Agreement may be executed in multiple counterparts, and may be delivered by means of facsimile or email (or any other electronic means such as ".pdf" or ".tiff" files), each of which shall be deemed to constitute an original, but all of which together shall be deemed to constitute one and the same instrument.

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        IN WITNESS WHEREOF, each of the parties hereto have duly executed this Agreement as of the date first set forth above.

    BRIDGEVIEW BANCORP, INC.

 

 

By:

 

 

        Name:    
        Title:    

 

 

FIRST MIDWEST BANCORP, INC.

 

 

By:

 

 

        Name:    
        Title:    

 

 

[COVENANTOR]

 

 

Name:

 

 
    Number of Owned Shares:

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Annex 3

FORM OF BANK MERGER AGREEMENT

AGREEMENT AND PLAN OF MERGER OF
BRIDGEVIEW BANK GROUP
WITH AND INTO
FIRST MIDWEST BANK

        This Agreement and Plan of Merger (this "Agreement") dated as of                , 2018, adopted and made by and between Bridgeview Bank Group ("Company Bank Sub"), an Illinois state-chartered bank having its main office at 7940 South Harlem Avenue, Bridgeview, IL 60455, and First Midwest Bank ("Parent Bank Sub"), an Illinois state-chartered bank having its main office at 8750 West Bryn Mawr Avenue, Suite 1300, Chicago, IL 60631.


WITNESSETH:

        WHEREAS, Company Bank Sub is an Illinois state-chartered bank organized and existing under the laws of the State of Illinois, the authorized capital stock of which consists of 60,000 shares of common stock, with a par value of $10.00 each, and all of the issued and outstanding shares of which are owned as of the date hereof directly by Bridgeview Bancorp, Inc., a Delaware corporation (the "Company");

        WHEREAS, Parent Bank Sub is an Illinois state-chartered bank organized and existing under the laws of the State of Illinois, the authorized capital stock of which consists of 4,000,000 shares of common stock, with a par value of $10.00 each, and all of the issued and outstanding shares of which are owned as of the date hereof by First Midwest Bancorp, Inc., a Delaware corporation ("Parent");

        WHEREAS, the Company and Parent have entered into an Agreement and Plan of Merger dated as of an even date herewith (the "Merger Agreement"), pursuant to which the Company will merge with and into Parent, with Parent as the surviving entity (the "Holding Company Merger");

        WHEREAS, the Merger Agreement contemplates that, following the Holding Company Merger, Company Bank Sub will merge with and into Parent Bank Sub, with Parent Bank Sub as the surviving entity; and

        WHEREAS, the respective Boards of Directors of Company Bank Sub and Parent Bank Sub deem the merger of Company Bank Sub with and into Parent Bank Sub, under and pursuant to the terms and conditions herein set forth or referred to, desirable and in the best interests of the respective banks, and the Boards of Directors of Company Bank Sub and Parent Bank Sub have authorized and approved the execution and delivery of this Agreement by their respective officers;

        WHEREAS, the parties have previously reviewed financial statements which set forth the Tier 1 Capital of Parent Bank Sub and Company Bank Sub as of September 30, 2018 and the projected assets, liabilities, income and Tier 1 Capital of the Surviving Bank (as defined hereinafter) following the Effective Date (as defined hereinafter), a copy of which is attached to this Agreement as Annex 1;

        NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto do hereby agree as follows:


ARTICLE I
Bank Merger

        Subject to the terms and conditions of this Agreement, on the Effective Date (as hereinafter defined), at the time designated by Parent Bank Sub following effectiveness of the Holding Company Merger, Company Bank Sub shall be merged with and into Parent Bank Sub pursuant to the provisions

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of, and with the effect provided in, the Illinois Banking Act 205 ILCS 5/1 et seq. (the "Banking Act") (said transaction being hereinafter referred to as the "Bank Merger"). On the Effective Date, the separate existence of Company Bank Sub shall cease, and Parent Bank Sub, as the surviving entity, shall continue unaffected and unimpaired by the Bank Merger, and shall be liable for all of the liabilities of Company Bank Sub existing at the Effective Date (Parent Bank Sub being hereinafter sometimes referred to as the "Surviving Bank"). The business of the Surviving Bank shall be that of an Illinois state-chartered bank and shall be conducted at its main office and its legally established branches.


ARTICLE II
Charter and By-Laws

        The Charter and By-Laws of Parent Bank Sub in effect immediately prior to the Effective Date shall be the Charter and By-Laws of the Surviving Bank, in each case until amended in accordance with applicable laws, rules or regulations.


ARTICLE III
Board of Directors

        On the Effective Date, the Board of Directors of the Surviving Bank shall consist of those persons serving as directors of Parent Bank Sub immediately prior to the Effective Date.


ARTICLE IV
Capital

        The shares of capital stock of Parent Bank Sub issued and outstanding immediately prior to the Effective Date shall, on the Effective Date, continue to be issued and outstanding.

        The shares of capital stock of Company Bank Sub held by Parent immediately after the Holding Company Merger and immediately prior to the Effective Date shall, on the Effective Date, by virtue of the Bank Merger, and without any action on the part of the holder thereof, be canceled and retired, and no cash, new shares of common stock, or other property shall be delivered in exchange therefor.


ARTICLE V
Effective Date of the Bank Merger

        The Bank Merger shall be effective at the time and on the date specified in the certificate of merger issued by the Illinois Department of Financial and Professional Regulation (the "Department") with respect thereto or, at such later time as agreed to by the parties to this Agreement (such date and time being herein referred to as the "Effective Date"). Notwithstanding the foregoing, the consummation and effectiveness of the Holding Company Merger shall be a condition precedent to the effectiveness of the Bank Merger.


ARTICLE VI
Main Office

        The main office of the Surviving Bank shall be 8750 West Bryn Mawr Avenue, Suite 1300, Chicago, IL 60631.


ARTICLE VII
Approvals and Fees

        This Agreement is subject to approval by the Department. Regardless of whether approval by the Department is granted, Parent Bank Sub and Company Bank Sub agree to pay the Department's

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expenses of examination. This Agreement is also subject to approval by the shareholders of Parent Bank Sub and Company Bank Sub and in accordance with such requirement, this Agreement has been unanimously ratified and confirmed by the shareholders of Company Bank Sub and Parent Bank Sub in accordance with Section 23 of the Banking Act.


ARTICLE VIII
Further Assurances

        If at any time the Surviving Bank shall consider or be advised that any further assignments, conveyances or assurances are necessary or desirable to vest, perfect or confirm in the Surviving Bank title to any property or rights of Company Bank Sub, or otherwise carry out the provisions hereof, the proper officers and directors of Company Bank Sub, as of the Effective Date, and thereafter the officers of the Surviving Bank acting on behalf of Company Bank Sub shall execute and deliver any and all proper assignments, conveyances and assurances, and do all things necessary or desirable to vest, perfect or confirm title to such property or rights in the Surviving Bank and otherwise carry out the provisions hereof.


ARTICLE IX
Termination

        Anything contained in this Agreement to the contrary notwithstanding, this Agreement may be terminated by the mutual consent of the parties hereto and shall terminate automatically with no further action by either party in the event that the Merger Agreement is terminated in accordance with the provisions thereof prior to the effectiveness of the Holding Company Merger.


ARTICLE X
Dissenting Shareholders

        Pursuant to the unanimous ratification and confirmation of this Agreement by the shareholders of Company Bank Sub and Parent Bank Sub, the rights of dissenting shareholders provided by the banking laws of the State of Illinois, including 205 ILCS 5/29, shall not apply.


ARTICLE XI
Amendments

        Before the Effective Date, any provision of this Agreement may be amended or modified at any time, but only by a written agreement executed in the same manner as this Agreement, except to the extent that any such amendment would violate applicable laws, rules or regulations.


ARTICLE XII
Governing Law

        This Agreement is governed by, and will be interpreted in accordance with, the laws of the State of Illinois applicable to contracts made and to be performed entirely within that State.


ARTICLE XIII
Counterparts

        This Agreement may be executed in multiple counterparts, and may be delivered by means of facsimile or email (or any other electronic means such as ".pdf" or ".tiff" files), each of which shall be deemed to constitute an original, but all of which together shall be deemed to constitute one and the same instrument.

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        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in counterparts by their duly authorized officers and attested by their officers thereunto duly authorized, all as of the day and year first above written.

ATTEST:   BRIDGEVIEW BANK GROUP


 

 


 
Name:   Name:
Title:   Title:

ATTEST:

 

FIRST MIDWEST BANK


 

 


 
Name:   Name:
Title:   Title:

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Annex 1: Pro Forma Financial Statements

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Annex 4

FORM OF OPINION OF COMPANY COUNSEL

It is our opinion that:

        (1)   The Company is a validly existing corporation in good standing under the Laws of the State of Delaware.

        (2)   The authorized capital stock of the Company consists of 23,000,000 shares of common stock, $0.10 par value per share ("Company Voting Common Stock"), 500,000 shares of non-voting common stock, $0.10 par value per share ("Company Nonvoting Common Stock"), 7,000,000 shares of Series A non-voting common stock, $0.10 par value per share ("Company Series A Non-Voting Common Stock"), 40,000 shares of preferred stock, $0.01 par value per share ("Company Preferred Stock"). The Company has outstanding 10,409,213 shares of Company Voting Common Stock, 283,366 shares of Company Nonvoting Common Stock, 6,279,970 shares of Company Series A Non-Voting Common Stock and zero (0) shares of Company Preferred Stock. All of the Company's outstanding shares of Company Voting Common Stock, Company Nonvoting Common Stock and Company Series A Non-Voting Common Stock have been duly authorized and validly issued and are fully paid and non-assessable, and are not subject to and were not issued in violation of any preemptive rights.

        (3)   The Company has duly executed and delivered the Merger Agreement and the Merger Agreement and the performance by the Company of its agreements under the Merger Agreement have been duly authorized by all requisite corporate action on the part of Company, including without limitation, the approval by the requisite votes of the stockholders consisting of the affirmative vote of the holders of a majority of the outstanding shares of Company Voting Common Stock approving the Merger Agreement and the transactions contemplated hereby and the approval of the Stock Conversion Proposal by the requisite votes of the stockholders consisting of the affirmative vote of the holders of a majority of the outstanding shares of Company Series A Non-Voting Common Stock.

        (4)   The Merger Agreement is a legally binding obligation on the part of the Company and is enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, moratorium, insolvency, reorganization or similar laws affecting conditions generally and to general principals of equity.

        (5)   The execution and delivery by the Company of the Merger Agreement do not, the performance by the Company of its obligations thereunder will not, and the conversion of the Company Common Stock, including the Restricted Company Common Stock, and the cancellation of the Company Common Stock Options contemplated by the Merger Agreement does not, result in a violation of the Constituent Documents of the Company, Delaware law or, solely with respect to the contemplated conversion of the Restricted Company Common Stock and the contemplated cancellation of the Company Stock Options, the Company Equity Plan.

        (6)   The Merger Agreement, the Common Voting Agreements and the transactions contemplated hereby and thereby are exempt from and otherwise not effected by the provisions of the Takeover Laws.

        (7)   No approval, authorization or other action by, or filing with, any Governmental Authority is required on or before the date hereof in connection with the execution and delivery by the Company of this Agreement or the consummation of the transactions contemplated thereby except those that have already been made or obtained, as applicable, and that are in full force and effect.

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Appendix B

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December 6, 2018

Board of Directors
Bridgeview Bancorp, Inc.
7940 South Harlem Avenue
Bridgeview, IL 60455

Ladies and Gentlemen:

        Bridgeview Bancorp, Inc. ("Company") and First Midwest Bancorp, Inc. ("Parent") are proposing to enter into an Agreement and Plan of Merger (the "Agreement") pursuant to which Company will merge with and into Parent with Parent as the surviving corporation in the merger (the "Merger"). Pursuant to the terms of the Agreement, at the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, except for certain shares of Company Common Stock as specified in the Agreement, shall be converted into the right to receive: (i) a fixed exchange ratio of 0.2767 (the "Exchange Ratio") fully paid and non-assessable shares of Parent Common Stock (the "Per Share Stock Consideration"), plus (ii) a fixed amount of cash equal to One Dollar and Seventy-Nine Cents ($1.79), subject to adjustment as provided for in the Agreement (the "Cash Exchange Amount"). The Per Share Stock Consideration and the Cash Exchange Amount are collectively referred to herein as the "Per Common Share Consideration." Capitalized terms used herein without definition shall have the meanings assigned to them in the Agreement. The terms and conditions of the Merger are more fully set forth in the Agreement. You have requested our opinion as to the fairness, from a financial point of view, of the Per Common Share Consideration to the holders of Company Common Stock.

        Sandler O'Neill & Partners, L.P. ("Sandler O'Neill", "we" or "our"), as part of its investment banking business, is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions. In connection with this opinion, we have reviewed and considered, among other things: (i) a draft of the Agreement, dated December 4, 2018; (ii) certain publicly available financial statements and other historical financial information of Company that we deemed relevant; (iii) certain publicly available financial statements and other historical financial information of Parent that we deemed relevant; (iv) certain internal financial projections for Company for the years ending December 31, 2018 through December 31, 2023, as provided by the senior management of Company; (v) publicly available mean analyst earnings per share and dividends per share estimates for Parent for the years ending December 31, 2018, December 31, 2019 and December 31, 2020, as well as an estimated long-term earnings per share growth rate and dividend payout ratio for Parent the years thereafter, as reviewed with the senior management of Parent; (vi) the pro forma financial impact of the Merger on Parent based on certain assumptions relating to transaction expenses, purchase accounting adjustments and cost savings, as reviewed with the senior management of Parent (collectively, the "Pro Forma Assumptions"); (vii) the publicly reported historical price and trading activity for Parent Common Stock, including a comparison

   

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of certain stock market information for Parent Common Stock and certain stock indices as well as publicly available information for certain other similar companies, the securities of which are publicly traded; (viii) a comparison of certain financial information for Company and Parent with similar financial institutions for which information is publicly available; (ix) the financial terms of certain recent business combinations in the bank and thrift industry (on a nationwide basis), to the extent publicly available; (x) the current market environment generally and the banking environment in particular; and (xi) such other information, financial studies, analyses and investigations and financial, economic and market criteria as we considered relevant. We also discussed with certain members of the senior management of Company the business, financial condition, results of operations and prospects of Company and held similar discussions with certain members of the senior management of Parent and its representatives regarding the business, financial condition, results of operations and prospects of Parent.

        In performing our review, we have relied upon the accuracy and completeness of all of the financial and other information that was available to and reviewed by us from public sources, that was provided to us by Company or Parent or their respective representatives or that was otherwise reviewed by us, and we have assumed such accuracy and completeness for purposes of rendering this opinion without any independent verification or investigation. We have relied on the assurances of the respective managements of Company and Parent that they are not aware of any facts or circumstances that would make any of such information inaccurate or misleading. We have not been asked to and have not undertaken an independent verification of any of such information and we do not assume any responsibility or liability for the accuracy or completeness thereof. We did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of Company or Parent or any of their respective subsidiaries, nor have we been furnished with any such evaluations or appraisals. We render no opinion or evaluation on the collectability of any assets or the future performance of any loans of Company or Parent. We did not make an independent evaluation of the adequacy of the allowance for loan losses of Company or Parent, or of the combined entity after the Merger, and we have not reviewed any individual credit files relating to Company or Parent. We have assumed, with your consent, that the respective allowances for loan losses for both Company and Parent are adequate to cover such losses and will be adequate on a pro forma basis for the combined entity.

        In preparing its analyses, Sandler O'Neill used certain internal financial projections for Company for the years ending December 31, 2018 through December 31, 2023, as provided by the senior management of Company. In addition, Sandler O'Neill used publicly available mean analyst earnings per share and dividends per share estimates for Parent for the years ending December 31, 2018, December 31, 2019 and December 31, 2020, as well as an estimated long-term earnings per share growth rate and dividend payout ratio for Parent the years thereafter, as reviewed with the senior management of Parent. Sandler O'Neill also received and used in its pro forma analyses the Pro Forma Assumptions, as reviewed with the senior management of Parent. With respect to the foregoing information, the respective senior managements of Company and Parent confirmed to us that such information reflected (or, in the case of the publicly available consensus mean analyst estimates referred to above, were consistent with) the best currently available projections, estimates and judgments of those respective senior managements as to the future financial performance of Company and Parent, respectively, and the other matters covered thereby, and we assumed that the future

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financial performance reflected in such information would be achieved. We express no opinion as to such information, or the assumptions on which such information is based. We have also assumed that there has been no material change in the respective assets, financial condition, results of operations, business or prospects of Company or Parent since the date of the most recent financial statements made available to us. We have assumed in all respects material to our analysis that Company and Parent will remain as going concerns for all periods relevant to our analysis.

        We have also assumed, with your consent, that (i) each of the parties to the Agreement will comply in all material respects with all material terms and conditions of the Agreement and all related agreements, that all of the representations and warranties contained in such agreements are true and correct in all material respects, that each of the parties to such agreements will perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements are not and will not be waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the Merger, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on Company, Parent or the Merger or any related transactions, and (iii) the Merger and any related transactions will be consummated in accordance with the terms of the Agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Finally, with your consent, we have relied upon the advice that Company has received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the Merger and the other transactions contemplated by the Agreement. We express no opinion as to any such matters.

        Our opinion is necessarily based on financial, regulatory, economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. Events occurring after the date hereof could materially affect this opinion. We have not undertaken to update, revise, reaffirm or withdraw this opinion or otherwise comment upon events occurring after the date hereof. We express no opinion as to the trading value of Parent Common Stock at any time or what the value of Parent Common Stock will be once it is actually received by the holders of Company Common Stock.

        We have acted as Company's financial advisor in connection with the Merger and will receive a fee for our services, which fee is contingent upon the closing of the Merger. We will also receive a fee for rendering this opinion, which opinion fee will be credited in full towards the transaction fee which will become payable to Sandler O'Neill on the day of closing of the Merger. Company has also agreed to indemnify us against certain claims and liabilities arising out of our engagement and to reimburse us for certain of our out-of-pocket expenses incurred in connection with our engagement.

        In the two years preceding the date of this opinion, Sandler O'Neill has not provided any other investment banking services to Company. In the two years preceding the date hereof, Sandler O'Neill has provided certain investment banking services to Parent. Most recently, Sandler O'Neill acted as financial advisor to Parent in connection with Parent's acquisition of Northern States Financial Corporation, which transaction closed in October 2018, and financial advisor to Parent in connection with Parent's acquisition of Standard Bancshares, Inc., which transaction closed in January 2017. In addition, Sandler O'Neill acted as book manager in connection with Parent's offer and sale of subordinated debt in September 2016. As we have previously advised you, we may provide, and receive compensation for, investment banking services to Parent in the future, including during the pendency of

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the Merger. In the ordinary course of our business as a broker-dealer, we may purchase securities from and sell securities to Company, Parent and their respective affiliates. We may also actively trade the equity and debt securities of Parent and its affiliates for our own account and for the accounts of our customers.

        Our opinion is directed to the Board of Directors of Company in connection with its consideration of the Agreement and the Merger and does not constitute a recommendation to any shareholder of Company as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the Agreement and the Merger. Our opinion is directed only to the fairness, from a financial point of view, of the Per Common Share Consideration to the holders of Company Common Stock and does not address the underlying business decision of Company to engage in the Merger, the form or structure of the Merger or any other transactions contemplated in the Agreement, the relative merits of the Merger as compared to any other alternative transactions or business strategies that might exist for Company or the effect of any other transaction in which Company might engage. We also do not express any opinion as to the fairness of the amount or nature of the compensation to be received in the Merger by any officer, director or employee of Company or Parent, or any class of such persons, if any, relative to the compensation to be received in the Merger by any other shareholder. This opinion has been approved by Sandler O'Neill's fairness opinion committee. This opinion shall not be reproduced without Sandler O'Neill's prior written consent; provided, however, Sandler O'Neill will provide its consent for the opinion to be included in regulatory filings to be completed in connection with the Merger.

        Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Per Common Share Consideration is fair to holders of Company Common Stock from a financial point of view.

    Very truly yours,

 

 

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APPENDIX C

Delaware General Corporation Law

§ 262 Appraisal rights

        (a)   Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder's shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word "stockholder" means a holder of record of stock in a corporation; the words "stock" and "share" mean and include what is ordinarily meant by those words; and the words "depository receipt" mean a receipt or other instrument issued by a depository representing an interest in 1 or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

        (b)   Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 255, § 256, § 257, § 258, § 263 or § 264 of this title:

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        (c)   Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the provisions of this section, including those set forth in subsections (d), (e), and (g) of this section, shall apply as nearly as is practicable.

        (d)   Appraisal rights shall be perfected as follows:

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        (e)   Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) of this section hereof and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) of this section hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation (or, in the case of a merger approved pursuant to § 251(h) of this title, the aggregate number of shares (other than any excluded stock (as defined in § 251(h)(6)d. of this title)) that were the subject of, and were not tendered into, and accepted for purchase or exchange in, the offer referred to in § 251(h)(2)), and, in either case, with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder's written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section hereof, whichever is later. Notwithstanding subsection (a) of this section, a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, in such person's own name, file a petition or request from the corporation the statement described in this subsection.

        (f)    Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting

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corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

        (g)   At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder. If immediately before the merger or consolidation the shares of the class or series of stock of the constituent corporation as to which appraisal rights are available were listed on a national securities exchange, the Court shall dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal, (2) the value of the consideration provided in the merger or consolidation for such total number of shares exceeds $1 million, or (3) the merger was approved pursuant to § 253 or § 267 of this title.

        (h)   After the Court determines the stockholders entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, and except as provided in this subsection, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Court, and (2) interest theretofore accrued, unless paid at that time. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder's certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.

        (i)    The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court's decree may be enforced as other decrees in the Court of

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Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.

        (j)    The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney's fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

        (k)   From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder's demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just; provided, however that this provision shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation within 60 days after the effective date of the merger or consolidation, as set forth in subsection (e) of this section.

        (l)    The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers

        First Midwest Bancorp, Inc. ("First Midwest") is incorporated under the laws of the State of Delaware. Section 145 ("Section 145") of the General Corporation Law of the State of Delaware (the "DGCL") provides that a Delaware corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believes to be in or not opposed to the corporation's best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. Similar provisions apply to actions brought by or in the right of the corporation, except that no indemnification shall be made without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director has actually and reasonably incurred.

        Article Sixth of First Midwest's Restated Certificate of Incorporation provides that, to the fullest extent permitted by the DGCL, no director of First Midwest shall be liable to First Midwest or its stockholders for monetary damages arising from a breach of a fiduciary duty owed to First Midwest or its stockholders.

        Article 6 of First Midwest's Amended and Restated By-laws provides that, to the extent permitted by the DGCL, First Midwest shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was a director, officer, employee or agent of First Midwest or is or was serving at the request of the corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of First Midwest, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of First Midwest, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to First Midwest unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. To the extent that a director, officer, employee or agent of First Midwest has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her

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in connection therewith. Any indemnification (unless ordered by a court) shall be made by First Midwest only upon a determination in the specific case that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth above. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceedings, (2) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, (3) if such quorum is not obtainable, or, even if obtainable and a quorum of disinterested directors so directs, by independent legal counsel (compensated by First Midwest) in a written opinion, or (4) by the stockholders.

        Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify him or her under Section 145. Each of the directors and officers of First Midwest are covered by insurance policies maintained and held in effect by First Midwest against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act of 1933, as amended.

Item 21.    Exhibits and Financial Statement Schedules

Exhibit   Description
  2.1   †Agreement and Plan of Merger, dated as of December 6, 2018, between First Midwest Bancorp, Inc. and Bridgeview Bancorp, Inc. (included as Appendix A to the proxy statement/prospectus contained in this Registration Statement).

 

3.1

 

First Midwest Bancorp, Inc.'s Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to First Midwest Bancorp, Inc.'s Annual Report on Form 10-K filed on February 27, 2009).

 

3.2

 

Certificate of Amendment to First Midwest Bancorp, Inc.'s Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to First Midwest Bancorp, Inc.'s Quarterly Report on Form 10-Q filed on August 4, 2014).

 

3.3

 

Certificate of Amendment to First Midwest Bancorp, Inc.'s Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to First Midwest Bancorp, Inc.'s Current Report on Form 8-K filed May 23, 2017).

 

3.4

 

First Midwest Bancorp, Inc.'s Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to First Midwest Bancorp, Inc.'s Current Report on Form 8-K filed on May 24, 2016).

 

4.1

 

Form of First Midwest Bancorp, Inc.'s Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the First Midwest Bancorp, Inc.'s Registration Statement on Form S-3 (file no. 333-213587) filed on September 12, 2016).

 

5.1

 

Opinion and consent of Chapman and Cutler LLP as to the validity of the securities being registered.

 

8.1

 

Opinion of Chapman and Cutler LLP regarding the federal income tax consequences of the merger.

 

8.2

 

Opinion of Vedder Price. P.C. regarding the federal income tax consequences of the merger.

 

15.1

 

Acknowledgement of Ernst & Young LLP.

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Exhibit   Description
  21.1   Subsidiaries of First Midwest Bancorp, Inc. (incorporated by reference to Exhibit 21 to First Midwest Bancorp, Inc.'s Annual Report on Form 10-K filed on February 28, 2018).

 

23.1

 

Consent of Chapman and Cutler LLP (included in Exhibit 5.1).

 

23.2

 

Consent of Chapman and Cutler LLP (included in Exhibit 8.1).

 

23.3

 

Consent of Vedder Price P.C. (included in Exhibit 8.2).

 

23.4

 

Consent of Ernst & Young LLP.

 

23.5

 

Consent of Plante & Moran, PLLC.

 

24.1

 

Powers of Attorney.

 

99.1

 

Consent of Sandler O'Neill & Partners, L.P.

 

99.2

 

Form of Proxy to be used by Bridgeview Bancorp, Inc.

 

99.3

 

Form of Voting Agreement by and between First Midwest Bancorp, Inc. and certain Bridgeview Bancorp, Inc. stockholders dated as of December 6, 2018 (included as Annex 1-B to Appendix A to the proxy statement/prospectus contained in this Registration Statement).

Certain schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K and First Midwest agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request.

Item 22.    Undertakings

        The undersigned registrant hereby undertakes:

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EXHIBIT INDEX

Exhibit   Description
  2.1 Agreement and Plan of Merger, dated as of December 6, 2018, between First Midwest Bancorp, Inc. and Bridgeview Bancorp, Inc. (included as Appendix A to the proxy statement/prospectus contained in this Registration Statement).

 

3.1

 

First Midwest Bancorp, Inc.'s Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to First Midwest Bancorp, Inc.'s Annual Report on Form 10-K filed on February 27, 2009).

 

3.2

 

Certificate of Amendment to First Midwest Bancorp, Inc.'s Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to First Midwest Bancorp, Inc.'s Quarterly Report on Form 10-Q filed on August 4, 2014).

 

3.3

 

Certificate of Amendment to First Midwest Bancorp, Inc.'s Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to First Midwest Bancorp, Inc.'s Current Report on Form 8-K filed May 23, 2017).

 

3.4

 

First Midwest Bancorp, Inc.'s Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to First Midwest Bancorp, Inc.'s Current Report on Form 8-K filed on May 24, 2016).

 

4.1

 

Form of First Midwest Bancorp, Inc.'s Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the First Midwest Bancorp, Inc.'s Registration Statement on Form S-3 (file no. 333-213587) filed on September 12, 2016).

 

5.1

 

Opinion and consent of Chapman and Cutler LLP as to the validity of the securities being registered.

 

8.1

 

Opinion of Chapman and Cutler LLP regarding the federal income tax consequences of the merger.

 

8.2

 

Opinion of Vedder Price. P.C. regarding the federal income tax consequences of the merger.

 

15.1

 

Acknowledgement of Ernst & Young LLP.

 

21.1

 

Subsidiaries of First Midwest Bancorp, Inc. (incorporated by reference to Exhibit 21 to First Midwest Bancorp,  Inc.'s Annual Report on Form 10-K filed on February 28, 2018).

 

23.1

 

Consent of Chapman and Cutler LLP (included in Exhibit 5.1).

 

23.2

 

Consent of Chapman and Cutler LLP (included in Exhibit 8.1).

 

23.3

 

Consent of Vedder Price P.C. (included in Exhibit 8.2).

 

23.4

 

Consent of Ernst & Young LLP.

 

23.5

 

Consent of Plante & Moran, PLLC.

 

24.1

 

Powers of Attorney.

 

99.1

 

Consent of Sandler O'Neill & Partners, L.P.

 

99.2

 

Form of Proxy to be used by Bridgeview Bancorp, Inc.

 

99.3

 

Form of Voting Agreement by and between First Midwest Bancorp, Inc. and certain Bridgeview Bancorp, Inc. stockholders dated as of December 6, 2018 (included as Annex 1-B to Appendix A to the proxy statement/prospectus contained in this Registration Statement).

Certain schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K and First Midwest agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on February 14, 2019.

    FIRST MIDWEST BANCORP, INC.

 

 

By:

 

/s/ MICHAEL L. SCUDDER

Michael L. Scudder
Chairman of the Board and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the date indicated.

SIGNATURE
 
CAPACITY

 

 

 

 

 
/s/ MICHAEL L. SCUDDER

Michael L. Scudder
  Chairman of the Board and Chief Executive Officer

/s/ PATRICK S. BARRETT

Patrick S. Barrett

 

Executive Vice President, Chief Financial Officer and Principal Accounting Officer

/s/ BARBARA A. BOIGEGRAIN*

Barbara A. Boigegrain

 

Director

/s/ THOMAS L. BROWN*

Thomas L. Brown

 

Director

/s/ BROTHER JAMES GAFFNEY, FSC*

Brother James Gaffney, FSC

 

Director

/s/ PHUPINDER S. GILL*

Phupinder S. Gill

 

Director

/s/ KATHRYN J. HAYLEY*

Kathryn J. Hayley

 

Director

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SIGNATURE
 
CAPACITY

 

 

 

 

 
/s/ PETER J. HENSELER*

Peter J. Henseler
  Director

/s/ FRANK B. MODRUSON*

Frank B. Modruson

 

Director

/s/ ELLEN A. RUDNICK*

Ellen A. Rudnick

 

Director

/s/ MARK G. SANDER

Mark G. Sander

 

Director

/s/ MICHAEL J. SMALL*

Michael J. Small

 

Director

/s/ STEPHEN C. VAN ARSDELL*

Stephen C. Van Arsdell

 

Director

/s/ J. STEPHEN VANDERWOUDE*

J. Stephen Vanderwoude

 

Director

*By

 

/s/ NICHOLAS J. CHULOS

Nicholas J. Chulos, Attorney-in-Fact

 

Executive Vice President, General Counsel and Corporate Secretary

Date: February 14, 2019

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