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TABLE OF CONTENTS
ATBANCORP FINANCIAL STATEMENTS
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-227899
Dear Shareholders of MidWestOne Financial Group, Inc. and ATBancorp:
We are pleased to report that the boards of directors of MidWestOne Financial Group, Inc., referred to as MidWestOne, and ATBancorp, together referred to as the parties, have approved a strategic merger involving our two companies (the "Merger"). We cannot complete the combination without your approval. If the Merger proposals described in this document are approved by the shareholders of each party and the Merger is subsequently completed, ATBancorp will merge with and into MidWestOne, with MidWestOne as the surviving entity.
Pursuant to the terms of an Agreement and Plan of Merger dated August 21, 2018 (the "Merger Agreement"), each share of ATBancorp common stock issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time"), excluding any Cancelled Shares and any Dissenters' Shares (each as defined in the Merger Agreement), shall represent the right to receive (i) 117.5500 fully paid and nonassessable shares of MidWestOne common stock (the "Per Share Stock Consideration") and (ii) $992.51 (the "Per Share Cash Consideration").
MidWestOne expects to issue approximately 4,117,541 shares of its common stock upon completion of the Merger. MidWestOne's common stock is traded on the NASDAQ Global Select Market under the symbol "MOFG." As reported on the NASDAQ Global Select Market, MidWestOne's common stock closed at $33.25 on August 21, 2018, the day before the announcement of the Merger, and at $28.98 on November 26, 2018, the last practicable trading day before the date of this joint proxy statement/prospectus. Based on these closing prices, the transaction value is estimated at $171.67 million, or $4,901.05 per share of ATBancorp common stock, or $154.09 million, or $4,399.11 per share of ATBancorp common stock, respectively. Based on a Final Acquiror Market Value (as defined below) of MidWestOne's common stock of $26.60 (the price beneath which ATBancorp would have the right to terminate the Merger Agreement, as described below, subject to the other conditions therein, including MidWestOne's right to increase the amount of consideration payable to ATBancorp shareholders), the transaction value is estimated at $144.29 million, or $4,119.34 per share of ATBancorp common stock. The ultimate value of the consideration received by ATBancorp shareholders will depend on the trading value of MidWestOne common stock prior to the closing of the Merger.
ATBancorp has the right to terminate the Merger Agreement upon a significant decrease in the price of MidWestOne's common stock. In particular, ATBancorp may terminate the Merger Agreement if, as of the first date on which all requisite regulatory approvals (and waivers, if applicable) necessary for consummation of the Merger have been received (disregarding any waiting period) (the "Determination Date"): (i) the weighted average of the daily closing sales prices of a share of MidWestOne's common stock as reported on the Nasdaq Global Select Market for the 20 consecutive trading days immediately preceding the Determination Date (the "Final Acquiror Market Value") is less than $26.60; and (ii) the number obtained by dividing the Final Acquiror Market Value by $33.25 is less than the quotient of (x) the average of the daily closing value of the NASDAQ Bank Index for the 20 consecutive trading days immediately preceding the Determination Date, and (y) $4,315.63 (such quotient, the "Index Ratio"), multiplied by 0.80. If ATBancorp provides notice of such termination to MidWestOne, MidWestOne may elect to increase the Per Share Stock Consideration to equal the lesser of (1) a quotient, the numerator of which is equal to the product of (A) $33.25; (B) the Per Share Stock Consideration; and (C) the Index Ratio multiplied by 0.80, and the denominator of which is equal to the Final Acquiror Market Value; or (2) the quotient determined by dividing the $33.25 by the Final Acquiror Market Value, and multiplying the quotient by the product of the Per Share Stock Consideration and 0.80.
The effect of ATBancorp's termination right and MidWestOne's right to increase consideration is to ensure that the total consideration paid to ATBancorp shareholders is at least $144.29 million.
The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, (the "Internal Revenue Code"). Assuming the Merger qualifies as a reorganization, a shareholder of ATBancorp generally will not recognize any gain or loss upon receipt of MidWestOne common stock in exchange for ATBancorp common stock in the Merger, and will recognize gain (but not loss) in an amount not to exceed any cash received as part of the Merger consideration (except with respect to any cash received in lieu of a fractional share of MidWestOne common stock, as discussed below under "Material U.S. Federal Income Tax Consequences of the MergerCash Received In Lieu of a Fractional Share of MidWestOne Common Stock").
MidWestOne and ATBancorp will each hold a special meeting of shareholders to consider certain matters relating to the proposed Merger. MidWestOne and ATBancorp cannot complete the proposed Merger unless: (1) MidWestOne's shareholders vote to approve and adopt the Merger Agreement and the transactions contemplated thereby and approve the issuance of MidWestOne common stock in connection with the Merger, and (2) ATBancorp's shareholders vote to approve and adopt the Merger Agreement and the transactions contemplated thereby. The parties' respective boards of directors are providing this document to solicit your proxy to vote for approval of the parties' respective proposals.
This document is also being delivered to ATBancorp shareholders as MidWestOne's prospectus for its offering of MidWestOne common stock in connection with the Merger.
ATBancorp shareholders will have the right to demand appraisal of their shares of ATBancorp common stock and obtain payment in cash for the fair value of their shares, but only if they perfect their appraisal rights and comply with the applicable provisions of Iowa law. For more information regarding dissenters' rights, please see "Questions and Answers About the Merger and the Special MeetingsAre ATBancorp Shareholders Entitled to Appraisal Rights?" on page 9 and "The MergerATBancorp Shareholder Appraisal Rights" beginning on page 109.
Your vote is very important. To ensure your representation at the MidWestOne or ATBancorp special meeting, as applicable, please complete and return the enclosed proxy card or submit your proxy by one of the other means described below. Whether or not you expect to attend the MidWestOne or ATBancorp special meeting, as applicable, please vote promptly. Submitting a proxy now will not prevent you from being able to vote in person at the applicable special meeting. Each of the MidWestOne and ATBancorp boards of directors has approved the Merger Agreement and the transactions contemplated thereby and recommends to its shareholders to vote "FOR" adoption or approval of their respective proposals.
This document provides you with detailed information about the proposed Merger. It also contains or references information about MidWestOne and ATBancorp and certain related matters. You are encouraged to read this document carefully. In particular, you should read the "Risk Factors" section beginning on page 44 for a discussion of the risks you should consider in evaluating the proposed Merger and how it will affect you.
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Sincerely, | ||
Charles N. Funk President and Chief Executive Officer of MidWestOne Financial Group, Inc. |
Nicholas J. Schrup, III Chairman and President of ATBancorp |
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, the issuance of MidWestOne common stock in connection with the Merger or the other transactions described in this document, or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.
The securities to be issued in connection with the Merger are not savings accounts, deposits or other obligations of any bank, non-bank subsidiary or savings association and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. The securities are subject to investment risk, including possible loss of principal.
This document is dated November 30, 2018 and is first being mailed to shareholders of MidWestOne and ATBancorp on or about December 5, 2018.
WHERE YOU CAN FIND MORE INFORMATION
MidWestOne files annual, quarterly and special reports, proxy statements and other business and financial information with the Securities and Exchange Commission (the "SEC"). You may read and copy any materials that MidWestOne files with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Please call the SEC at (800) SEC-0330 for further information on the public reference room. In addition, MidWestOne files reports and other business and financial information with the SEC electronically, and the SEC maintains a website located at http://www.sec.gov containing this information. You will also be able to obtain these documents, free of charge, from MidWestOne at www.midwestone.com under the "About MidWestOne Financial Group," and the "SEC Filings" links.
MidWestOne has filed a registration statement on Form S-4 of which this document forms a part. As permitted by SEC rules, this document does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may read and copy the registration statement, including any amendments, schedules and exhibits, at the addresses set forth below. Statements contained in this document as to the contents of any contract or other documents referred to in this document are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement. This document incorporates by reference documents that MidWestOne has previously filed with the SEC. They contain important information about the company and its financial condition. For further information, please see the section entitled "Incorporation of Certain Documents by Reference" beginning on page 189. These documents are available without charge at its principal executive office, at the following address and telephone number:
MidWestOne Financial Group, Inc.
102 South Clinton Street
Iowa City, Iowa 52240
Attn: Kenneth R. Urmie, Corporate Secretary
(319) 356-5800
To obtain timely delivery of these documents, you must request the information no later than five business days before the date of the MidWestOne special meeting of shareholders in order to receive them before MidWestOne's special meeting and no later than five business days before the date of the ATBancorp special meeting of shareholders in order to receive them before ATBancorp's special meeting.
In addition, if you have questions about the Merger or the ATBancorp special meeting, need additional copies of this joint proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, you may contact ATBancorp at its principal executive office, at the following address and telephone number:
ATBancorp
895 Main Street
Dubuque, Iowa 52001
Attention: John W. Marshall, Secretary
(563) 589-7178
ATBancorp does not have a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, and accordingly does not file documents or reports with the SEC.
You should rely only on the information contained or incorporated by reference in this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from what is contained in this joint proxy statement/prospectus. You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than the date of this joint proxy statement/prospectus, and neither the mailing of this joint proxy
statement/prospectus to MidWestOne and ATBancorp shareholders nor the issuance of MidWestOne common stock in the Merger shall create any implication to the contrary.
Information on the websites of MidWestOne or ATBancorp, or any subsidiary of MidWestOne or ATBancorp, is not part of this document or incorporated by reference herein. You should not rely on that information in deciding how to vote.
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. Except where the context otherwise indicates, information contained in this document regarding MidWestOne has been provided by MidWestOne and information contained in this document regarding ATBancorp has been provided by ATBancorp.
102 South Clinton St.
Iowa City, Iowa 52240
(319) 356-5800
NOTICE OF THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 11, 2019
NOTICE IS HEREBY GIVEN that a special meeting of the shareholders of MidWestOne Financial Group, Inc. ("MidWestOne"), will be held at 102 South Clinton Street, Summerwill Conference Room, Iowa City, IA 52240, at 10:00 a.m., Central Time, on Friday, January 11, 2019 for the following purposes:
MidWestOne will transact no other business at the special meeting, except for business properly brought before the special meeting or any adjournment or postponement thereof.
The above proposals are described in more detail in this document, which you should read carefully in its entirety before you vote. A copy of the Merger Agreement is attached as Appendix A to this document.
The MidWestOne board of directors has set November 26, 2018 as the record date for the MidWestOne special meeting. Only holders of record of MidWestOne common stock at the close of business on November 26, 2018 will be entitled to notice of and to vote at the MidWestOne special meeting and any adjournments or postponements thereof. Any shareholder entitled to attend and vote at the MidWestOne special meeting is entitled to appoint a proxy to attend and vote on such shareholder's behalf. Such proxy need not be a holder of MidWestOne common stock.
Your vote is very important. To ensure your representation at the MidWestOne special meeting, please complete and return the enclosed proxy card or submit your proxy by telephone, through the Internet or by mail. Please vote promptly whether or not you expect to attend the MidWestOne special meeting. Submitting a proxy now will not prevent you from being able to vote in person at the MidWestOne special meeting.
The MidWestOne board of directors has approved the Merger Agreement and the transactions contemplated thereby and recommends that you vote "FOR" the MidWestOne merger proposal, "FOR" the MidWestOne stock issuance proposal and "FOR" the MidWestOne adjournment proposal (if necessary or appropriate).
BY ORDER OF THE BOARD OF DIRECTORS
Charles
N. Funk
President and Chief Executive Officer of
MidWestOne Financial Group, Inc.
Iowa
City, Iowa
November 30, 2018
PLEASE VOTE YOUR SHARES OF MIDWESTONE COMMON STOCK PROMPTLY. YOU CAN FIND INSTRUCTIONS FOR VOTING ON THE ENCLOSED PROXY CARD. IF YOU HAVE QUESTIONS ABOUT THE PROPOSALS OR ABOUT VOTING YOUR SHARES, PLEASE CALL MIDWESTONE INVESTOR RELATIONS AT (319) 356-5800.
ATBANCORP
895 MAIN STREET
DUBUQUE, IOWA 52001
(563) 582-1841
NOTICE OF THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 10, 2019
To the holders of ATBancorp common stock:
NOTICE IS HEREBY GIVEN that a special meeting of the shareholders of ATBancorp will be held at American Trust & Savings Bank, 895 Main Street, Dubuque, Iowa 52001, at 11:00 a.m., Central Time, on Thursday, January 10, 2019 for the following purposes:
ATBancorp will transact no other business at the special meeting, except for business properly brought before the special meeting or any adjournment or postponement thereof.
The above proposals are described in more detail in this document, which you should read carefully in its entirety before you vote. A copy of the Merger Agreement is attached as Appendix A to this document.
The ATBancorp board of directors has set November 15, 2018 as the record date for the ATBancorp special meeting. Only holders of record of ATBancorp common stock at the close of business on November 15, 2018 will be entitled to notice of and to vote at the ATBancorp special meeting and any adjournments or postponements thereof. Any shareholder entitled to attend and vote at the ATBancorp special meeting is entitled to appoint a proxy to attend and vote on such shareholder's behalf. Such proxy need not be a holder of ATBancorp common stock.
Your vote is very important. To ensure your representation at the ATBancorp special meeting, please complete and return the enclosed proxy card. Please vote promptly whether or not you expect to attend the ATBancorp special meeting. Submitting a proxy now will not prevent you from being able to vote in person at the ATBancorp special meeting.
The ATBancorp board of directors has approved the Merger Agreement and the transactions contemplated thereby and recommends that you vote "FOR" the ATBancorp merger proposal and "FOR" the ATBancorp adjournment proposal (if necessary or appropriate).
BY ORDER OF THE BOARD OF DIRECTORS
Nicholas
J. Schrup, III
Chairman and President of ATBancorp
Dubuque,
Iowa
November 30, 2018
PLEASE VOTE YOUR SHARES OF ATBANCORP COMMON STOCK PROMPTLY. YOU CAN FIND INSTRUCTIONS FOR VOTING ON THE ENCLOSED PROXY CARD. IF YOU HAVE QUESTIONS ABOUT THE PROPOSALS OR ABOUT VOTING YOUR SHARES, PLEASE CALL JOHN W. MARSHALL, SECRETARY, AT (563) 589-7178.
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS
The following are answers to certain questions that you may have regarding the special meetings. The parties urge you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this document.
The Merger cannot be completed unless MidWestOne shareholders approve and adopt the Merger Agreement and the transactions contemplated thereby and approve the issuance of MidWestOne common stock in the Merger, and ATBancorp shareholders approve and adopt the Merger Agreement and the transactions contemplated thereby. Each of MidWestOne and ATBancorp is holding a special meeting of its shareholders to vote on the proposals necessary to complete the Merger. Information about these special meetings, the Merger and the business to be considered by shareholders at each of the special meetings is contained in this document.
This document constitutes both a joint proxy statement of MidWestOne and ATBancorp and a prospectus of MidWestOne. It is a joint proxy statement because each of the boards of directors of MidWestOne and ATBancorp is soliciting proxies using this document from their respective shareholders. It is a prospectus because MidWestOne, in connection with the Merger, is offering shares of its common stock in exchange for outstanding shares of ATBancorp common stock.
For each fractional share that would otherwise be issued, MidWestOne will pay cash in an amount equal to such fraction multiplied by the volume weighted average of the daily closing sales prices of a share of MidWestOne's common stock as reported on the Nasdaq Global Select Market for the 20 consecutive trading days immediately preceding the Closing Date (the "Closing Acquiror
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Common Stock Price"). The "Closing Date" will be the first day of the month immediately following the month in which the satisfaction or waiver of the latest to occur of MidWestOne's and ATBancorp's respective closing conditions occurs, or at such other time and place as MidWestOne and ATBancorp may agree. No interest will be paid or accrue on cash payable to holders in lieu of fractional shares.
Based on MidWestOne's common stock's closing price of $33.25 on August 21, 2018, the day before the announcement of the Merger, the transaction value is estimated at $171.67 million, or $4,901.05 per share of ATBancorp common stock. Based on MidWestOne's common stock's closing price of $28.98 on November 26, 2018, the transaction value is estimated at $154.09 million, or $4,399.11 per share of ATBancorp common stock. Based on a Final Acquiror Market Value of MidWestOne's closing stock of $26.60 (the price beneath which ATBancorp would have the right to terminate the Merger Agreement, subject to the other conditions therein, including MidWestOne's right to increase the amount of consideration payable to ATBancorp shareholders), the transaction value is estimated at $144.29 million, or $4,119.34 per share of ATBancorp common stock.
The ultimate value of the consideration received by ATBancorp shareholders will depend on the trading value of MidWestOne common stock prior to the closing of the Merger.
In connection with entering into the Merger Agreement, MidWestOne entered into Lock-Up Agreements ("Lock-Up Agreements") with certain holders of ATBancorp common stock. The shareholders that are party to the Lock-Up Agreements beneficially own in the aggregate 62.41% of the outstanding shares of ATBancorp common stock. The Lock-Up Agreements require that the shareholders that are parties thereto, during the period commencing as of the date on which the Effective Time occurs and expiring 180 days thereafter, not directly or indirectly, with certain exceptions, take any action to: (i) offer, sell, contract to sell, sell any option, warrant or contract to purchase, purchase any option, warrant or contract to sell, transfer, pledge or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the
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disposition (whether by actual disposition or effective economic disposition or otherwise) of any shares of MidWestOne common stock whether owned as of the time of the Lock-Up Agreements or subsequently acquired, including shares of MidWestOne common stock received by the shareholder pursuant to the Merger Agreement; (ii) enter into any swap or other derivative transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of MidWestOne common stock, whether any such transaction is to be settled by delivery of MidWestOne common stock or other securities, in cash or otherwise; or (iii) publicly disclose an intention to effect any transaction contemplated by clause (i) or (ii). If the Merger Agreement is terminated without the consummation of the Merger, the Lock-Up Agreements will automatically terminate.
Former ATBancorp shareholders who are not affiliates of MidWestOne after the completion of the Merger and are not subject to the terms of a Lock-Up Agreement may sell their shares of MidWestOne common stock received in the Merger at any time. Former ATBancorp shareholders who become affiliates of MidWestOne after completion of the Merger and are not subject to the terms of a Lock-Up Agreement will be subject to the volume and sale limitations of Rule 144 under the Securities Act until they are no longer affiliates of MidWestOne. This joint proxy statement/prospectus does not cover resales of MidWestOne common stock received by any person upon completion of the Merger, and no person is authorized to make any use of or rely on this joint proxy statement/prospectus in connection with or to effect any resale of MidWestOne common stock.
The Merger Agreement also provides that ATBancorp may pay a special dividend to shareholders based on the net proceeds (if any) received by ATBancorp in connection with the disposition by ATBancorp of certain of its businessesAmerican Trust Retirement, ATBancorp's California trust office, and ATInsuranceas well as 100% of the equity of ATCapital Management, a registered investment advisor and a wholly owned subsidiary of ATBancorp (collectively, the "ATB Businesses"), prior to Closing, as required by the Merger Agreement. The payment of these special dividends by ATBancorp is in addition to the Merger consideration to be paid by MidWestOne. ATBancorp shareholders are not required to take any action to approve or receive these special dividends.
As required by the Merger Agreement, ATBancorp is currently in the process of negotiating with third parties the sale of the ATB Businesses. One purchaser would purchase the assets derived out of ATBancorp's California trust office and the other purchaser would purchase the rest of the assets, which make up a bulk of the ATB Businesses. As of the date of this joint proxy statement/prospectus, ATBancorp has not entered into a definitive agreement with the potential purchasers. As a result, it is not known when any such sale may close or whether ATBancorp will ultimately sell the ATB Businesses to the potential purchasers with whom it is in negotiations. It is also likely that any such sales will require the establishment of escrow accounts with the proceeds from the sales of the ATB Businesses. The establishment of any escrows will likely delay the time of a full distribution of the net proceeds from the sale of the ATB Businesses and any claims against the escrow accounts could materially decrease the amount of consideration payable to ATBancorp shareholders that they would have otherwise been entitled to through a special dividend.
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ATBancorp Special Meeting. Holders of record of ATBancorp common stock at the close of business on November 15, 2018, which is the date that the ATBancorp board of directors has fixed as the record date for the ATBancorp special meeting, are entitled to vote at the ATBancorp special meeting.
ATBancorp Special Meeting. A majority of the outstanding shares of ATBancorp entitled to vote, represented in person or by proxy, will constitute a quorum for the transaction of business at the ATBancorp special meeting. Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.
Shareholder approval of the MidWestOne merger proposal and the MidWestOne stock issuance proposal is required to complete the Merger. MidWestOne will transact no business other than as listed above at the MidWestOne special meeting, except for business properly brought before the MidWestOne special meeting or any adjournment or postponement thereof.
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ATBancorp Special Meeting. ATBancorp shareholders are being asked to vote on the following proposals:
Shareholder approval of the ATBancorp merger proposal is required to complete the Merger. ATBancorp will transact no business other than as listed above at the ATBancorp special meeting, except for business properly brought before the ATBancorp special meeting or any adjournment or postponement thereof.
The MidWestOne stock issuance proposal: The affirmative vote of a majority of the shares of MidWestOne common stock represented in person or by proxy at the MidWestOne special meeting and entitled to vote on the proposal is required to approve the MidWestOne stock issuance proposal.
The MidWestOne adjournment proposal: The affirmative vote of a majority of the shares of MidWestOne common stock represented in person or by proxy at the MidWestOne special meeting and entitled to vote on the proposal is required to approve the MidWestOne adjournment proposal.
The ATBancorp adjournment proposal: The affirmative vote of a majority of the shares of ATBancorp common stock represented in person or by proxy at the ATBancorp special meeting and entitled to vote on the proposal is required to approve the ATBancorp adjournment proposal.
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You may also cast your vote in person at the MidWestOne special meeting.
If your shares are held in "street name," through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. "Street name" shareholders who wish to vote at the meeting will need to obtain a proxy form from their broker, bank or other nominee.
ATBancorp Special Meeting. If you are a shareholder of ATBancorp as of the ATBancorp record date, you may submit your proxy before ATBancorp's special meeting by completing, signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope.
You may also cast your vote in person at the ATBancorp special meeting.
ATBancorp Shareholders. You are entitled to one vote for each share of ATBancorp common stock that you owned as of the ATBancorp record date. As of the close of business on the ATBancorp record date, there were 35,028 outstanding shares of ATBancorp common stock entitled to vote. As of that date, approximately 66.6% of such outstanding shares of ATBancorp common stock were beneficially owned by the directors and executive officers of ATBancorp and their respective affiliates. In addition, shareholders owning 62.41% of the outstanding shares of ATBancorp common stock are parties to a voting and support agreement with MidWestOne (the "Voting Agreement") requiring them to vote in favor of the ATBancorp merger proposal.
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The special meeting of ATBancorp shareholders will be held at American Trust & Savings Bank, 895 Main Street, Dubuque, Iowa 52001 at 11:00 a.m., Central Time, on Thursday, January 10, 2019. All ATBancorp shareholders as of the ATBancorp record date, or their duly appointed proxies, may attend the ATBancorp special meeting.
Under the rules of NASDAQ, brokers who hold shares in street name for a beneficial owner of those shares typically have the authority to vote in their discretion on "routine" proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters that NASDAQ determines to be "non-routine" without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the MidWestOne special meeting will be "non-routine" matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.
If you are a MidWestOne shareholder and you hold your shares in street name and you do not instruct your broker, bank or other nominee on how to vote your shares:
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For the MidWestOne merger proposal, if a MidWestOne shareholder present in person at the MidWestOne special meeting abstains from voting, or responds by proxy with an "abstain" vote, it will have the same effect as a vote cast "AGAINST" this proposal. If a MidWestOne shareholder is not present in person at the MidWestOne special meeting at which there is a quorum and does not respond by proxy, it will have no effect on the vote count for such proposal.
For the MidWestOne stock issuance proposal and the MidWestOne adjournment proposal, if a MidWestOne shareholder present in person at the MidWestOne special meeting abstains from voting, or responds by proxy with an "abstain" vote, it will have the same effect as a vote cast "AGAINST" each such proposal. If a MidWestOne shareholder is not present in person at the MidWestOne special meeting at which there is a quorum and does not respond by proxy, it will have no effect on the vote count for each such proposal.
For the ATBancorp merger proposal, if an ATBancorp shareholder present in person at the ATBancorp special meeting abstains from voting, or responds by proxy with an "abstain" vote, it will have the same effect as a vote cast "AGAINST" this proposal. If an ATBancorp shareholder is not present in person at the ATBancorp special meeting at which there is a quorum and does not respond by proxy, it will have no effect on the vote count for this proposal.
For the ATBancorp adjournment proposal, if an ATBancorp shareholder present in person at the ATBancorp special meeting abstains from voting, or responds by proxy with an "abstain" vote, it will have the same effect as a vote cast "AGAINST" this proposal. If an ATBancorp shareholder is not present in person at the ATBancorp special meeting at which there is a quorum and does not respond by proxy, it will have no effect on the vote count for this proposal.
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If you choose any of the first three methods, you must take the described action such that the notice, internet vote or proxy card, as applicable, is received no later than the beginning of the MidWestOne special meeting.
If your shares are held in an account at a broker, bank or other nominee, you should contact your broker, bank or other nominee to change your vote.
ATBancorp Shareholders. Yes. You may change your vote at any time before your proxy is voted at the ATBancorp special meeting. You may do this in one of three ways:
If you choose either of the first two methods, you must take the described action such that the notice or proxy card, as applicable, is received no later than the beginning of the ATBancorp special meeting.
Accordingly, ATBancorp shareholders are not expected to recognize any gain or loss upon receipt of MidWestOne common stock in exchange for ATBancorp common stock in the Merger, and will recognize gain (but not loss) in an amount not to exceed any cash received as part of the Merger consideration (except with respect to any cash received in lieu of a fractional share of MidWestOne common stock, as discussed below under "Material U.S. Federal Income Tax Consequences of the MergerCash Received In Lieu of a Fractional Share of MidWestOne Common Stock"). For a more detailed discussion of the material U.S. federal income tax consequences of the transaction,
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please see the section entitled "Material U.S. Federal Income Tax Consequences of the Merger" beginning on page 129.
The tax consequences of the Merger to any particular shareholder will depend on that shareholder's particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the Merger.
If you are an ATBancorp shareholder and have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this document or the enclosed proxy card, you should contact John W. Marshall, Secretary, at (563) 589-7178.
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This summary highlights selected information included in this document and does not contain all of the information that may be important to you. You should read this entire document and its appendices and the other documents to which the parties refer before you decide how to vote with respect to the proposals. In addition, the parties incorporate by reference important business and financial information about MidWestOne into this document. For a description of this information, please see the section entitled "Incorporation of Certain Documents by Reference" beginning on page 189. 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" in the forepart of this document. Each item in this summary includes a page reference directing you to a more complete description of that item.
Unless the context otherwise requires, throughout this document, "MidWestOne" refers to MidWestOne Financial Group, Inc., "ATBancorp" refers to ATBancorp and "we," "us" and "our" refer collectively to MidWestOne and ATBancorp. Also, the parties refer to the proposed merger of ATBancorp with and into MidWestOne as the "Merger," the proposed merger of American Trust & Savings Bank and American Bank & Trust Wisconsin with MidWestOne Bank collectively as the "Bank Mergers" and the Agreement and Plan of Merger dated as of August 21, 2018, by and between MidWestOne and ATBancorp as the "Merger Agreement."
The Merger and the Merger Agreement (pages 63 and 113)
The terms and conditions of the Merger are contained in the Merger Agreement, which is attached to this document as Appendix A. The parties encourage you to read the Merger Agreement carefully, as it is the legal document that governs the Merger. Under the terms of the Merger Agreement, ATBancorp will merge with and into MidWestOne with MidWestOne as the surviving corporation.
Merger Consideration (page 114)
In the Merger, each share of ATBancorp common stock issued and outstanding immediately prior to the Effective Time, excluding any Cancelled Shares and any Dissenters' Shares, shall represent the right to receive without interest (i) 117.5500 shares of MidWestOne common stock (the "Per Share Stock Consideration") and (ii) $992.51 (the "Per Share Cash Consideration").
No fractional shares of MidWestOne common stock will be issued to any shareholder of ATBancorp upon completion of the Merger. For each fractional share that would otherwise be issued, MidWestOne will pay an amount in cash (without interest) rounded to the nearest whole cent, determined by multiplying the Closing Acquiror Common Stock Price by the fractional share of MidWestOne common stock to which such former holder would otherwise be entitled. No interest will be paid or accrue on cash payable to holders in lieu of fractional shares.
The ultimate value of the consideration received by ATBancorp shareholders will depend on the trading value of MidWestOne common stock prior to the closing of the Merger. By way of example, the following MidWestOne closing prices would result in the corresponding total Merger consideration and consideration per share of ATBancorp common stock:
|
MidWestOne Closing Price |
Total Merger Consideration | Consideration Per Share of ATBancorp Common Stock |
|
|||||||
---|---|---|---|---|---|---|---|---|---|---|---|
$ | 28.98 | $ | 154.09 million | $ | 4,399.11 | ||||||
$ | 33.25 | $ | 171.67 million | $ | 4,901.05 | ||||||
$ | 26.60 | $ | 144.29 million | $ | 4,119.34 |
It is currently expected that the former shareholders of ATBancorp as a group will receive shares in the Merger constituting approximately 25.2% of the outstanding shares of the combined company's
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common stock immediately after the Merger. As a result, current shareholders of MidWestOne as a group will own approximately 74.8% of the outstanding shares of the combined company's common stock immediately after the Merger.
Special Dividends (page 108)
The Merger Agreement provides that ATBancorp may pay a special dividend of $907.8452 per share to the ATBancorp shareholders at any time prior to the Closing as determined by ATBancorp. Such dividend represents a portion of the proceeds to ATBancorp from the sale of Heritage Commerce Corp common stock received as consideration in connection with the sale of United American Bank. The special dividend was distributed to ATBancorp shareholders on September 24, 2018.
The Merger Agreement also provides that ATBancorp may pay a special dividend to shareholders based on the net proceeds (if any) received by ATBancorp in connection with the disposition by ATBancorp of the ATB Businesses prior to Closing, as required by the Merger Agreement. The payment of these special dividends by ATBancorp is in addition to the Merger consideration to be paid by MidWestOne. ATBancorp shareholders are not required to take any action to approve or receive these special dividends.
As required by the Merger Agreement, ATBancorp is currently in the process of negotiating with third parties the sale of the ATB Businesses. One purchaser would purchase the assets derived out of ATBancorp's California trust office and the other purchaser would purchase the rest of the assets, which make up a bulk of the ATB Businesses. As of the date of this joint proxy statement/prospectus, ATBancorp has not entered into a definitive agreement with the potential purchasers. As a result, it is not known when any such sale may close or whether ATBancorp will ultimately sell the ATB Businesses to the potential purchasers with whom it is in negotiations. It is also likely that any such sales will require the establishment of escrow accounts with the proceeds from the sales of the ATB Businesses. The establishment of any escrows will likely delay the time of a full distribution of the net proceeds from the sale of the ATB Businesses and any claims against the escrow accounts could materially decrease the amount of consideration payable to ATBancorp shareholders that they would have otherwise been entitled to through a special dividend.
Recommendation of the MidWestOne Board of Directors (page 68)
After careful consideration, the MidWestOne board of directors recommends that MidWestOne shareholders vote "FOR" the MidWestOne merger proposal, "FOR" the MidWestOne stock issuance proposal and "FOR" the MidWestOne adjournment proposal (if necessary or appropriate).
For a more complete description of MidWestOne's reasons for the Merger and the recommendations of the MidWestOne board of directors, please see the section entitled "The MergerRecommendation of the MidWestOne Board of Directors and Reasons for the Merger" beginning on page 68.
Recommendation of the ATBancorp Board of Directors (page 83)
After careful consideration, the ATBancorp board of directors recommends that ATBancorp shareholders vote "FOR" the ATBancorp merger proposal and "FOR" the ATBancorp adjournment proposal (if necessary or appropriate).
In connection with entering into the Merger Agreement, MidWestOne entered into the Voting Agreement with certain holders of ATBancorp common stock. The shareholders that are party to the Voting Agreement beneficially own in the aggregate 62.41% of the outstanding shares of ATBancorp common stock. The Voting Agreement requires that the shareholders party thereto vote all of their shares of ATBancorp common stock in favor of the Merger and against any proposal made in
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opposition to or in competition with the Merger. The Voting Agreement will terminate upon the earlier of the consummation of the Merger or the termination of the Merger Agreement in accordance with its terms. Pursuant to the Voting Agreement, approval of the ATBancorp merger proposal is virtually assured. For more information regarding the Voting Agreement, please see the section entitled "The Merger AgreementVoting Agreement" beginning on page 127.
For a more complete description of ATBancorp's reasons for the Merger and the recommendations of the ATBancorp board of directors, please see the section entitled "The MergerRecommendation of the ATBancorp Board of Directors and Reasons for the Merger" beginning on page 83.
Opinions of Financial Advisors (pages 70 and 86)
Opinion of MidWestOne's Financial Advisor
In connection with the Merger, MidWestOne's financial advisor, Piper Jaffray & Co. ("Piper Jaffray") delivered a written opinion, dated August 21, 2018, to MidWestOne's board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to MidWestOne of the aggregate Merger consideration in the proposed Merger. The full text of Piper Jaffray's opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Piper Jaffray in preparing the opinion, is attached as Appendix C to this joint proxy statement/prospectus. This opinion was provided for the information and assistance of the MidWestOne board of directors in connection with its consideration of the Merger. The opinion did not address the merits of MidWestOne's underlying decision to engage in the Merger or the relative merits of the Merger compared to any alternative business strategy or transaction in which MidWestOne might engage. The opinion does not constitute a recommendation to the MidWestOne board of directors or any holder of MidWestOne common stock as to how any MidWestOne board member or such holder should vote with respect to the Merger.
For further information, please see the section entitled "The MergerOpinion of MidWestOne's Financial Advisor" beginning on page 70.
Opinion of ATBancorp's Financial Advisor
In connection with the Merger, the ATBancorp board of directors received an opinion from Sandler O'Neill & Partners, L.P. ("Sandler O'Neill"), ATBancorp's financial advisor. On August 20, 2018, Sandler O'Neill rendered its oral opinion to the ATBancorp board of directors (which was confirmed in writing by delivery of Sandler O'Neill's written opinion dated August 20, 2018) to the effect that, as of such date, the per share Merger consideration to be received by holders of ATBancorp common stock in the Merger was fair to the holders of ATBancorp common stock, from a financial point of view. The full text of Sandler O'Neill's written opinion is attached as Appendix D to this joint proxy statement/prospectus. ATBancorp shareholders should read the entire opinion for a discussion of, among other things, the assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler O'Neill in rendering its opinion.
Sandler O'Neill's opinion speaks only as of the date of the opinion. The opinion was directed to ATBancorp's board of directors in connection with its consideration of the Merger Agreement and the Merger and does not constitute a recommendation to any shareholder of ATBancorp as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the Merger Agreement and the Merger. Sandler O'Neill's opinion was directed only to the fairness, from a financial point of view, of the per share Merger consideration to the holders of ATBancorp common stock and does not address the underlying business decision of ATBancorp to engage in the Merger, the form or structure of the Merger or any other transactions contemplated in the Merger Agreement, the relative merits of the Merger as compared to any other alternative
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transactions or business strategies that might exist for ATBancorp or the effect of any other transaction in which ATBancorp might engage.
For further information, please see the section entitled "The MergerOpinion of ATBancorp's Financial Advisor" beginning on page 86.
MidWestOne Special Meeting of Shareholders (page 53)
The MidWestOne special meeting will be held at 102 South Clinton Street, Summerwill Conference Room, Iowa City, IA 52240, at 10:00 a.m., Central Time, on Friday, January 11, 2019. At the MidWestOne special meeting, MidWestOne shareholders will be asked to approve the MidWestOne merger proposal, the MidWestOne stock issuance proposal and the MidWestOne adjournment proposal (if necessary or appropriate).
MidWestOne's board of directors has fixed the close of business on November 26, 2018 as the record date for determining the holders of MidWestOne common stock entitled to receive notice of and to vote at the MidWestOne special meeting. As of the MidWestOne record date, there were 12,222,145 shares of MidWestOne common stock outstanding and entitled to vote at the MidWestOne special meeting held by approximately 425 holders of record. Each share of MidWestOne common stock entitles the holder to one vote on each proposal to be considered at the MidWestOne special meeting. As of the MidWestOne record date, directors and executive officers of MidWestOne owned and were entitled to vote 392,994 shares of MidWestOne common stock, representing approximately 3.2% of the shares of MidWestOne common stock outstanding on that date. MidWestOne currently expects that MidWestOne's directors and executive officers will vote their shares in favor of the proposals to be presented at the special meeting, although none of them has entered into any agreements obligating them to do so. As of the MidWestOne record date, ATBancorp beneficially held no shares of MidWestOne common stock.
Approval of the MidWestOne merger proposal requires the affirmative vote of a majority of the votes entitled to be cast on the proposal. Approval of the MidWestOne stock issuance proposal and the MidWestOne adjournment proposal requires the affirmative vote of a majority of the shares of MidWestOne common stock represented in person or by proxy at the MidWestOne special meeting and entitled to vote on such proposals.
ATBancorp Special Meeting of Shareholders (page 59)
The ATBancorp special meeting will be held at American Trust & Savings Bank, 895 Main Street, Dubuque, lowa 52001, at 11:00 a.m., Central Time, on Thursday, January 10, 2019. At the ATBancorp special meeting, ATBancorp shareholders will be asked to approve the ATBancorp merger proposal and, if necessary or appropriate, the ATBancorp adjournment proposal.
ATBancorp's board of directors has fixed the close of business on November 15, 2018 as the record date for determining the holders of ATBancorp common stock entitled to receive notice of and to vote at the ATBancorp special meeting. As of the ATBancorp record date, there were 35,028 shares of ATBancorp common stock outstanding and entitled to vote at the ATBancorp special meeting held by 18 holders of record. Each share of ATBancorp common stock entitles the holder to one vote on each proposal to be considered at the ATBancorp special meeting. As of the ATBancorp record date, directors and executive officers of ATBancorp owned and were entitled to vote 23,323 shares of ATBancorp common stock, representing approximately 66.6% of the shares of ATBancorp common stock outstanding on that date. In connection with entering into the Merger Agreement, MidWestOne entered into the Voting Agreement with certain holders of ATBancorp common stock. The shareholders that are party to the Voting Agreement beneficially own in the aggregate 62.41% of the outstanding shares of ATBancorp common stock. The Voting Agreement requires that the shareholders party thereto vote all of their shares of ATBancorp common stock in favor of the Merger and against
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alternative acquisition proposals. The Voting Agreement will terminate upon the earlier of the consummation of the Merger or the termination of the Merger Agreement in accordance with its terms. As of the ATBancorp record date, MidWestOne beneficially held no shares of ATBancorp's common stock.
Approval of the ATBancorp merger proposal requires the affirmative vote of a majority of the shares of ATBancorp common stock represented in person or by proxy at the ATBancorp special meeting and entitled to vote on this proposal. Pursuant to the Voting Agreement, approval of the ATBancorp merger proposal is virtually assured. Approval of the ATBancorp adjournment proposal requires the affirmative vote of a majority of the shares of ATBancorp common stock represented in person or by proxy at the ATBancorp special meeting and entitled to vote on this proposal.
ATBancorp's Directors and Executive Officers Have Certain Interests in the Merger (page 102)
ATBancorp's executive officers and directors have interests in the Merger that are different from, or in addition to, the interests of ATBancorp's shareholders generally. Such interests include change in control agreements, deferred compensation agreements and salary continuation agreements with certain executive officers and the right to indemnification and insurance coverage following the consummation of the Merger. The members of the ATBancorp board of directors were aware of and considered these interests, among other matters, when they approved the Merger Agreement and recommended that ATBancorp shareholders approve the ATBancorp merger proposal. These interests are described in more detail under the section entitled "The MergerInterests of ATBancorp Directors and Executive Officers in the Merger" beginning on page 101.
Management and Board of Directors of MidWestOne after the Merger (page 101)
Pursuant to the Merger Agreement, MidWestOne shall take all appropriate action, subject to and in accordance with MidWestOne's articles of incorporation, bylaws, board policies and applicable legal requirements, to appoint two individuals to MidWestOne's Board who are designated by ATBancorp, by a vote of at least 75% of ATBancorp's Board, and are agreeable to MidWestOne. One of the individuals so designated by ATBancorp must not be a current officer, director or shareholder of ATBancorp and must have an established history in the Dubuque, Iowa business community (the "Dubuque Community Director"). One individual will be designated to serve as a Class I director and the other individual will be designated to serve as a Class II director, with the class assignments determined by MidWestOne, in each case, effective immediately upon the effectiveness of the Merger.
Regulatory Approvals Required for the Merger (page 106)
Completion of the Merger and the Bank Mergers are subject to various regulatory approvals, including approval or waiver from the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), and the approvals of the Federal Deposit Insurance Corporation (the "FDIC"), the Iowa Division of Banking (the "IDB") and the Wisconsin Department of Financial Institutions (the "WDFI"). The parties have filed notices and applications to obtain the necessary regulatory approvals or waivers, as applicable of the Federal Reserve Board, FDIC, the IDB and WDFI. On October 11, 2018, the Federal Reserve Board informed the parties that its legal division would not recommend that the Federal Reserve Board require the filing of an application by MidWestOne in connection with the Merger, on October 29, 2018, the FDIC provided the parties with its approval of the Bank Mergers and on November 14, 2018, the WDFI provided the parties with its approval of the acquisition of ABTW by MidWestOne. The regulatory approvals to which completion of the Merger and Bank Mergers are subject are described in more detail under the section entitled "The MergerRegulatory Approvals Required for the Merger" beginning on page 106.
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Conditions to Consummation of the Merger (page 124)
The respective obligation of each party to effect the Merger is subject to the satisfaction or written waiver at or prior to the Effective Time of each of the following conditions:
ATBancorp's obligation to effect the Merger is also subject to the fulfillment or waiver of the following conditions:
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MidWestOne's obligation to effect the Merger is also subject to the satisfaction or waiver of the following conditions:
Acquisition Proposals (page 123)
Under the terms of the Merger Agreement, ATBancorp has agreed that it shall not, and it shall cause its subsidiaries and its subsidiaries' representatives not to, directly or indirectly:
ATBancorp has agreed to promptly notify MidWestOne of any such unsolicited acquisition proposal or of any request for information relating to ATBancorp or any of its subsidiaries that is
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reasonably likely to lead to or that contemplates an acquisition proposal, including the identity of the proposed acquirer and the material terms and conditions of such proposal.
Termination of the Merger Agreement (page 126)
MidWestOne and ATBancorp may mutually agree at any time to terminate the Merger Agreement without completing the Merger. The Merger Agreement may also be terminated by MidWestOne or ATBancorp if:
Further, MidWestOne may terminate the Merger Agreement if:
Further, ATBancorp may terminate the Merger Agreement if:
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Value is less than $26.60; and (ii) the number obtained by dividing the Final Acquiror Market Value by $33.25 shall be less than the Index Ratio multiplied by 0.80; subject, however, to MidWestOne's exercise of its option to increase the per share stock consideration payable to ATBancorp shareholders, in which event no termination shall occur; or
For more information, please see the section entitled "The Merger AgreementTermination of the Merger Agreement" beginning on page 126.
Termination Fees (page 127)
The Merger Agreement also provides that upon termination of the Merger Agreement by either MidWestOne under certain circumstances, including ATBancorp failing to convene a meeting of its shareholders to consider and approve the Merger Agreement and the transactions contemplated thereby, or by ATBancorp by accepting a superior proposal, ATBancorp will be obligated to pay MidWestOne a termination fee of $7.6 million, plus the aggregate amount of MidWestOne's expenses incurred in connection with the Merger, provided that the aggregate amount of such expenses shall not exceed $1,000,000.
Voting Agreement (page 127)
In connection with entering into the Merger Agreement, MidWestOne entered into the Voting Agreement with certain holders of ATBancorp common stock. The shareholders that are party to the Voting Agreement beneficially own in the aggregate 62.41% of the outstanding shares of ATBancorp common stock. The Voting Agreement requires that the shareholders party thereto vote all of their shares of ATBancorp common stock in favor of the Merger and against any proposal made in opposition to or in competition with the Merger. The Voting Agreement will terminate upon the earlier of the consummation of the Merger or the termination of the Merger Agreement in accordance with its terms. Pursuant to the Voting Agreement, approval of the ATBancorp merger proposal is virtually assured. For more information regarding the Voting Agreement, please see the section entitled "The Merger AgreementVoting Agreement" beginning on page 127.
Lock-Up Agreements (page 128)
In connection with entering into the Merger Agreement, MidWestOne entered into Lock-Up Agreements ("Lock-Up Agreements") with certain holders of ATBancorp common stock. The shareholders that are party to the Lock-Up Agreements beneficially own in the aggregate 62.41% of the outstanding shares of ATBancorp common stock. The Lock-Up Agreements require that the shareholders that are parties thereto, during the period commencing as of the date on which the Effective Time occurs and expiring 180 days thereafter, not directly or indirectly, with certain exceptions, take any action to: (i) offer, sell, contract to sell, sell any option, warrant or contract to purchase, purchase any option, warrant or contract to sell, transfer, pledge or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition or otherwise) of any shares of MidWestOne common stock whether owned as of the time of the Lock-Up Agreements or subsequently acquired, including shares of MidWestOne common stock received by the shareholder pursuant to the Merger Agreement; (ii) enter into any swap or other derivative transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of MidWestOne common stock, whether any such transaction is to be settled by delivery of MidWestOne common stock or other securities, in cash or otherwise; or (iii) publicly disclose an intention to effect any transaction contemplated by clause (i) or (ii). If the Merger Agreement is terminated without the
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consummation of the Merger, the Lock-Up Agreements will automatically terminate. For more information regarding the Lock-Up Agreements, please see the section entitled "The Merger AgreementLock-Up Agreements" beginning on page 128.
Material U.S. Federal Income Tax Consequences of the Merger (page 129)
The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. Assuming the Merger qualifies as a reorganization, a shareholder of ATBancorp generally will not recognize any gain or loss upon receipt of MidWestOne common stock in exchange for ATBancorp common stock in the Merger, and will recognize gain (but not loss) in an amount not to exceed any cash received as part of the Merger consideration (except with respect to any cash received in lieu of a fractional share of MidWestOne common stock, as discussed below under "Material U.S. Federal Income Tax Consequences of the MergerCash Received In Lieu of a Fractional Share of MidWestOne Common Stock"). It is a condition to the completion of the Merger that MidWestOne and ATBancorp receive written opinions from their tax counsel or tax accountants to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code.
Tax matters are complicated and the tax consequences of the Merger to each ATBancorp shareholder may depend on such shareholder's particular facts and circumstances. ATBancorp shareholders are urged to consult their tax advisors to understand fully the tax consequences to them of the Merger. For more information, please see the section entitled "Material U.S. Federal Income Tax Consequences of the Merger" beginning on page 129.
Comparison of Shareholders' Rights (page 134)
The rights of ATBancorp shareholders who continue as MidWestOne shareholders after the Merger will be governed by the articles of incorporation and bylaws of MidWestOne rather than by the articles of incorporation and bylaws of ATBancorp. For more information, please see the section entitled "Comparison of Shareholders' Rights" beginning on page 134.
The Parties (pages 141 and 142)
MidWestOne Financial Group, Inc.
102 South Clinton Street
Iowa City, Iowa 52240
Phone: (319) 356-5800
MidWestOne is an Iowa corporation incorporated in 1983, is a bank holding company registered under the Bank Holding Company Act of 1956, as amended (the "BHC Act") and a financial holding company under the Gramm-Leach-Bliley Act of 1999. As of June 30, 2018, MidWestOne had consolidated total assets of $3.276 billion, total loans held for investment of $2.3 billion, deposits of $2.6 billion and shareholders' equity of $346 million.
ATBancorp
895 Main Street
Dubuque, Iowa 52001
Phone: (563) 582-1841
ATBancorp is an Iowa corporation incorporated in 1985 and a bank holding company registered under the BHC Act. As of June 30, 2018, ATBancorp had consolidated total assets of $1.4 billion, total loans held for investment of $1.1 billion, deposits of $1.1 billion and shareholders' equity of $146.0 million.
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Risk Factors (page 44)
Before voting at the MidWestOne special meeting or ATBancorp special meeting, you should carefully consider all of the information contained in or incorporated by reference into this document, including the risk factors set forth in the section entitled "Risk Factors" beginning on page 44 or described in MidWestOne's Annual Report on Form 10-K for the year ended on December 31, 2017 and other reports filed with the SEC, which are incorporated by reference into this document. Please see "Where You Can Find More Information" in the forepart of this document and "Incorporation of Certain Documents by Reference" beginning on page 189.
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CERTAIN FINANCIAL INFORMATION REGARDING MIDWESTONE AND ATBANCORP
Selected Financial Information of MidWestOne
The following table summarizes consolidated financial results achieved by MidWestOne for the periods and at the dates indicated and should be read in conjunction with MidWestOne's consolidated financial statements and the notes to the consolidated financial statements contained in reports that MidWestOne has previously filed with the SEC. Historical financial information for MidWestOne can be found in its Annual Report on Form 10-K for the year ended December 31, 2017 and its Quarterly Report on Form 10-Q for the nine-month period ended September 30, 2018. Please see the section entitled "Where You Can Find More Information" for instructions on how to obtain the information
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that has been incorporated by reference. You should not assume the results of operations for past years indicate results for any future period.
|
As of and for the Years Ended December 31, | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2017 | 2016 | 2015 | 2014 | 2013 | |||||||||||
|
(dollars in thousands except per share) |
|||||||||||||||
Consolidated Statement of Income Data: |
||||||||||||||||
Interest income |
$ | 119,320 | $ | 112,328 | $ | 100,700 | $ | 64,404 | $ | 66,094 | ||||||
Interest expense |
15,145 | 12,722 | 10,648 | 9,551 | 12,132 | |||||||||||
| | | | | | | | | | | | | | | | |
Net interest income |
104,175 | 99,606 | 90,052 | 54,853 | 53,962 | |||||||||||
Provision for loan losses |
17,334 | 7,983 | 5,132 | 1,200 | 1,350 | |||||||||||
| | | | | | | | | | | | | | | | |
Net interest income after provision for loan losses |
86,841 | 91,623 | 84,920 | 53,653 | 52,612 | |||||||||||
Noninterest income |
22,370 | 23,434 | 21,193 | 15,313 | 14,728 | |||||||||||
Noninterest expense |
80,136 | 87,806 | 73,176 | 43,413 | 42,087 | |||||||||||
| | | | | | | | | | | | | | | | |
Income before income taxes |
29,075 | 27,251 | 32,937 | 25,553 | 25,253 | |||||||||||
Income tax expense |
10,376 | 6,860 | 7,819 | 7,031 | 6,646 | |||||||||||
| | | | | | | | | | | | | | | | |
Net income |
$ | 18,699 | $ | 20,391 | $ | 25,118 | $ | 18,522 | $ | 18,607 | ||||||
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Common Share Data: |
||||||||||||||||
Basic earnings per share |
$ | 1.55 | $ | 1.78 | $ | 2.42 | $ | 2.20 | $ | 2.19 | ||||||
Diluted earnings per share |
$ | 1.55 | $ | 1.78 | $ | 2.42 | $ | 2.19 | $ | 2.18 | ||||||
Cash dividends declared per share |
$ | 0.67 | $ | 0.64 | $ | 0.60 | $ | 0.58 | $ | 0.50 | ||||||
Book value per share |
$ | 27.85 | $ | 26.71 | $ | 25.96 | $ | 23.07 | $ | 20.99 | ||||||
Weighted average shares outstanding-basic |
12,038 | 11,430 | 10,363 | 8,405 | 8,478 | |||||||||||
Weighted average shares outstanding-diluted |
12,063 | 11,456 | 10,391 | 8,433 | 8,525 | |||||||||||
Shares outstanding at end of period |
12,220 | 11,436 | 11,409 | 8,356 | 8,482 | |||||||||||
Consolidated Balance Sheet Data: |
||||||||||||||||
Cash and cash equivalents |
$ | 50,972 | $ | 43,228 | $ | 47,097 | $ | 23,409 | $ | 24,890 | ||||||
Investment securities |
$ | 643,279 | $ | 645,910 | $ | 545,664 | $ | 526,466 | $ | 531,186 | ||||||
Loans held for investment, net of unearned income |
$ | 2,286,695 | $ | 2,165,143 | $ | 2,151,942 | $ | 1,132,519 | $ | 1,088,412 | ||||||
Allowance for loan losses |
$ | 28,059 | $ | 21,850 | $ | 19,427 | $ | 16,363 | $ | 16,179 | ||||||
Total assets |
$ | 3,212,271 | $ | 3,079,575 | $ | 2,979,975 | $ | 1,800,302 | $ | 1,755,218 | ||||||
Total deposits |
$ | 2,605,319 | $ | 2,480,448 | $ | 2,463,521 | $ | 1,408,542 | $ | 1,374,942 | ||||||
Total borrowings and debt |
$ | 248,522 | $ | 274,063 | $ | 202,050 | $ | 186,693 | $ | 189,029 | ||||||
Shareholders' equity |
$ | 340,304 | $ | 305,456 | $ | 296,178 | $ | 192,731 | $ | 178,016 | ||||||
Average Balance Sheet Data: |
||||||||||||||||
Average assets |
$ | 3,097,496 | $ | 2,993,875 | $ | 2,773,095 | $ | 1,760,776 | $ | 1,756,344 | ||||||
Average earning assets |
$ | 2,853,830 | $ | 2,747,493 | $ | 2,541,681 | $ | 1,669,130 | $ | 1,667,251 | ||||||
Average shareholders' equity |
$ | 334,966 | $ | 304,670 | $ | 255,307 | $ | 186,375 | $ | 175,666 | ||||||
Financial Ratios: |
||||||||||||||||
Return on average assets(a) |
0.60 | % | 0.68 | % | 0.91 | % | 1.05 | % | 1.06 | % | ||||||
Return on average equity(b) |
5.58 | % | 6.69 | % | 9.84 | % | 9.94 | % | 10.59 | % | ||||||
Net interest margin (FTE)(c) |
3.83 | % | 3.80 | % | 3.71 | % | 3.53 | % | 3.46 | % | ||||||
Efficiency ratio, adjusted(d) |
58.64 | % | 66.43 | % | 61.36 | % | 58.71 | % | 57.11 | % |
23
|
As of and for the Years Ended December 31, | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2017 | 2016 | 2015 | 2014 | 2013 | |||||||||||
Nonperforming Assets |
||||||||||||||||
Nonperforming assets to total assets |
0.81 | % | 0.99 | % | 0.68 | % | 0.83 | % | 0.89 | % | ||||||
Nonperforming loans to loans held for investment, net of unearned income |
1.04 | % | 1.31 | % | 0.54 | % | 1.15 | % | 1.27 | % | ||||||
Allowance for loan losses to loans held for investment, net of unearned income |
1.23 | % | 1.01 | % | 0.90 | % | 1.44 | % | 1.49 | % | ||||||
Allowance for loan losses to nonperforming loans |
117.59 | % | 76.76 | % | 168.52 | % | 125.67 | % | 117.44 | % | ||||||
Net loan charge-offs to average loans |
0.51 | % | 0.26 | % | 0.11 | % | 0.09 | % | 0.11 | % |
24
The following tables provide a reconciliation of the non-GAAP measures to the most comparable GAAP equivalent, in each case as of the dates presented.
|
As of and for the Years Ended December 31, | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2017 | 2016 | 2015 | 2014 | 2013 | |||||||||||
|
(dollars in thousands) |
|||||||||||||||
Net Interest Margin Tax Equivalent Adjustment |
||||||||||||||||
Net interest income |
$ | 104,175 | $ | 99,606 | $ | 90,052 | $ | 54,853 | $ | 53,962 | ||||||
Plus tax equivalent adjustment:(1) |
||||||||||||||||
Loans |
1,730 | 1,692 | 1,293 | 1,157 | 963 | |||||||||||
Investment securities |
3,297 | 3,023 | 2,898 | 2,880 | 2,795 | |||||||||||
| | | | | | | | | | | | | | | | |
Tax equivalent net interest income(1) |
$ | 109,202 | $ | 104,321 | $ | 94,243 | $ | 58,890 | $ | 57,720 | ||||||
| | | | | | | | | | | | | | | | |
Average interest-earning assets |
$ | 2,853,830 | $ | 2,747,493 | $ | 2,541,681 | $ | 1,669,130 | $ | 1,667,251 | ||||||
| | | | | | | | | | | | | | | | |
Net Interest Margin (FTE) |
3.83 | % | 3.80 | % | 3.71 | % | 3.53 | % | 3.46 | % | ||||||
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net Interest Margin |
3.65 | % | 3.63 | % | 3.54 | % | 3.29 | % | 3.24 | % | ||||||
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Operating Expense |
||||||||||||||||
Total noninterest expense |
$ | 80,136 | $ | 87,806 | $ | 73,176 | $ | 43,413 | $ | 42,087 | ||||||
Less: Amortization of intangibles |
(3,125 | ) | (3,970 | ) | (3,271 | ) | (547 | ) | (663 | ) | ||||||
| | | | | | | | | | | | | | | | |
Operating expense |
$ | 77,011 | $ | 83,836 | $ | 69,905 | $ | 42,866 | $ | 41,424 | ||||||
| | | | | | | | | | | | | | | | |
Operating Revenue |
||||||||||||||||
Tax-equivalent net interest income(1) |
$ | 109,202 | $ | 104,321 | $ | 94,243 | $ | 58,890 | $ | 57,720 | ||||||
Plus: Noninterest income |
22,370 | 23,434 | 21,193 | 15,313 | 14,728 | |||||||||||
Less: Gain on sale or call of available for sale securities |
188 | 464 | 1,011 | 1,227 | 65 | |||||||||||
Gain on sale or call of held to maturity securities |
53 | | | | | |||||||||||
Gain (loss) on sale of premises and equipment |
2 | (44 | ) | (29 | ) | (1 | ) | (3 | ) | |||||||
Other gain (loss) |
11 | 1,133 | 527 | (37 | ) | (146 | ) | |||||||||
| | | | | | | | | | | | | | | | |
Operating Revenue |
$ | 131,318 | $ | 126,202 | $ | 113,927 | $ | 73,014 | $ | 72,532 | ||||||
| | | | | | | | | | | | | | | | |
Efficiency Ratio, adjusted |
58.64 | % | 66.43 | % | 61.36 | % | 58.71 | % | 57.11 | % | ||||||
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Efficiency Ratio |
63.33 | % | 71.36 | % | 65.78 | % | 61.87 | % | 61.27 | % | ||||||
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
25
|
As of and for the Nine Months Ended September 30, |
||||||
---|---|---|---|---|---|---|---|
|
2018 | 2017 | |||||
|
(dollars in thousands except per share) |
||||||
Consolidated Statement of Income Data: |
|||||||
Interest income |
$ | 95,425 | $ | 88,782 | |||
Interest expense |
16,170 | 11,018 | |||||
| | | | | | | |
Net interest income |
79,255 | 77,764 | |||||
Provision for loan losses |
4,050 | 6,665 | |||||
| | | | | | | |
Net interest income after provision for loan losses |
75,205 | 71,099 | |||||
Noninterest income |
17,143 | 16,836 | |||||
Noninterest expense |
63,700 | 60,043 | |||||
| | | | | | | |
Income before income taxes |
28,648 | 27,892 | |||||
Income tax expense |
5,921 | 7,603 | |||||
| | | | | | | |
Net income |
$ | 22,727 | $ | 20,289 | |||
| | | | | | | |
| | | | | | | |
| | | | | | | |
Common Share Data: |
|||||||
Basic earnings per share |
$ | 1.86 | $ | 1.69 | |||
Diluted earnings per share |
$ | 1.86 | $ | 1.69 | |||
Cash dividends declared per share |
$ | 0.585 | $ | 0.50 | |||
Book value per share |
$ | 28.57 | $ | 28.36 | |||
Weighted average shares outstanding-basic |
12,221 | 11,978 | |||||
Weighted average shares outstanding-diluted |
12,238 | 12,000 | |||||
Shares outstanding at end of period |
12,221 | 12,219 | |||||
Consolidated Balance Sheet Data: |
|||||||
Cash and cash equivalents |
$ | 53,379 | $ | 50,972 | |||
Investment securities |
$ | 602,296 | $ | 643,279 | |||
Loans held for investment, net of unearned income |
$ | 2,377,649 | $ | 2,286,695 | |||
Allowance for loan losses |
$ | 31,278 | $ | 28,059 | |||
Total assets |
$ | 3,267,965 | $ | 3,212,271 | |||
Total deposits |
$ | 2,632,259 | $ | 2,605,319 | |||
Total borrowings and debt |
$ | 263,593 | $ | 248,522 | |||
Shareholders' equity |
$ | 349,189 | $ | 340,304 | |||
Average Balance Sheet Data: |
|||||||
Average assets |
$ | 3,258,283 | $ | 3,102,348 | |||
Average earning assets |
$ | 3,004,892 | $ | 2,858,715 | |||
Average shareholders' equity |
$ | 348,131 | $ | 344,961 | |||
Financial Ratios: |
|||||||
Return on average assets(a) |
0.94 | % | 0.88 | % | |||
Return on average equity(b) |
8.84 | % | 8.20 | % | |||
Net interest margin (FTE)(c) |
3.64 | % | 3.85 | % | |||
Efficiency ratio, adjusted(d) |
63.30 | % | 58.78 | % | |||
Nonperforming Assets |
|||||||
Nonperforming assets to total assets |
0.89 | % | 0.87 | % | |||
Nonperforming loans to loans held for investment, net of unearned income |
1.20 | % | 1.14 | % | |||
Allowance for loan losses to loans held for investment, net of unearned income |
1.32 | % | 1.17 | % | |||
Allowance for loan losses to nonperforming loans |
109.92 | % | 102.40 | % | |||
Net loan charge-offs to average loans |
0.05 | % | 0.12 | % |
26
The following tables provide a reconciliation of the non-GAAP measures to the most comparable GAAP equivalent, in each case as of the dates presented.
|
As of and for the Nine Months Ended September 30, |
||||||
---|---|---|---|---|---|---|---|
|
2018 | 2017 | |||||
|
(dollars in thousands) |
||||||
Net Interest Margin Tax Equivalent Adjustment |
|||||||
Net interest income |
$ | 79,255 | $ | 77,764 | |||
Plus tax equivalent adjustment:(1) |
|||||||
Loans |
769 | 1,251 | |||||
Investment securities |
1,167 | 2,491 | |||||
| | | | | | | |
Tax equivalent net interest income(1) |
$ | 81,191 | $ | 81,506 | |||
| | | | | | | |
Average interest-earning assets |
$ | 2,988,193 | $ | 2,831,864 | |||
| | | | | | | |
Net Interest Margin (FTE) |
3.64 | % | 3.85 | % | |||
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net Interest Margin |
3.55 | % | 3.67 | % | |||
| | | | | | | |
| | | | | | | |
| | | | | | | |
Operating Expense |
|||||||
Total noninterest expense |
$ | 63,700 | $ | 60,043 | |||
Less: Amortization of intangibles |
(1,793 | ) | (2,412 | ) | |||
| | | | | | | |
Operating expense |
$ | 61,907 | $ | 57,631 | |||
| | | | | | | |
Operating Revenue |
|||||||
Tax-equivalent net interest income(1) |
$ | 81,191 | $ | 81,506 | |||
Plus: Noninterest income |
17,143 | 16,836 | |||||
Less: Gain on sale or call of debt securities |
(197 | ) | (239 | ) | |||
Other (gain) loss |
(338 | ) | (66 | ) | |||
| | | | | | | |
Operating Revenue |
$ | 97,799 | $ | 98,037 | |||
| | | | | | | |
Efficiency Ratio, adjusted |
63.30 | % | 58.78 | % | |||
| | | | | | | |
| | | | | | | |
| | | | | | | |
Efficiency Ratio |
66.08 | % | 63.47 | % | |||
| | | | | | | |
| | | | | | | |
| | | | | | | |
27
Unaudited Pro Forma Condensed Combined Financial Information
The following is the unaudited pro forma combined financial data for MidWestOne and ATBancorp, giving effect to the Merger. The unaudited pro forma combined balance sheet as of September 30, 2018 gives effect to the Merger as if it occurred on that date. The unaudited pro forma combined income statement for the year ended December 31, 2017 and for the nine months ended September 30, 2018 gives effect to the Merger as if it occurred as of the beginning of each period
The unaudited pro forma combined financial statements have been prepared using the acquisition method of accounting for business combinations under accounting principles generally accepted in the United States of America ("GAAP"). MidWestOne is the acquirer for accounting purposes. Certain immaterial reclassifications have been made to the historical financial statements of ATBancorp to conform to the presentation in MidWestOne's financial statements.
A final determination of the fair values of ATBancorp's assets and liabilities, which cannot be made prior to the completion of the Merger, will be based on the actual net tangible and intangible assets of ATBancorp that exist as of the date of completion of the transaction. Consequently, fair value adjustments to assets acquired (including identifiable intangible assets) and liabilities assumed could change significantly from those in the unaudited pro forma combined financial statements presented herein and could result in a material change in amortization of acquired intangible assets. In addition, the value of the final purchase price of the Merger will be based on the closing price of MidWestOne's common stock immediately preceding the Closing Date. A closing price of MidWestOne common stock of $33.31 was used for purposes of presenting the unaudited pro forma combined balance sheet at September 30, 2018.
In connection with the plan to integrate the operations of MidWestOne and ATBancorp following the completion of the Merger, MidWestOne anticipates that it will incur nonrecurring charges, such as costs associated with systems implementation, severance and other costs related to exit or disposal activities. MidWestOne is not able to determine the timing, nature and amount of these charges as of the date of this joint proxy statement/prospectus. However, these charges will affect the results of operations of MidWestOne and ATBancorp, as well as those of the combined company following the completion of the Merger, in the period in which they are recorded. The unaudited pro forma combined income statements do not include the effects of the non-recurring costs associated with any restructuring or integration activities resulting from the Merger, as they are nonrecurring in nature and not factually supportable at this time.
The Merger Agreement provides that ATBancorp may pay a special dividend of $907.8452 per share to the ATBancorp shareholders at a time prior to the Closing determined by ATBancorp. Such dividend represents a portion of the proceeds to ATBancorp from the sale of Heritage Commerce Corp common stock received by ATBancorp as consideration in connection with the sale, completed on May 4, 2018, of United American Bank. ATBancorp shareholders are not required to take any action to approve or receive this special dividend. The payment of this special dividend by ATBancorp is in addition to the Merger consideration to be paid by MidWestOne. The unaudited pro forma combined financial statements reflect the special dividend of $907.8452 per share that was distributed to ATBancorp shareholders on September 24, 2018. In addition, the unaudited pro forma combined financial statements reflect the removal of historical income and expense amounts recognized by ATBancorp from the operations of United American Bank.
The Merger Agreement also provides that, prior to Closing, ATBancorp dispose of an aircraft and the ATB Businesses; the assets and liabilities of the ATB Businesses consist primarily of customers, contracts and employees. ATBancorp may pay a special dividend to ATBancorp shareholders based on the net proceeds (if any) received by ATBancorp in connection with the disposition of the ATB Businesses, prior to Closing. ATBancorp shareholders are not required to take any action to approve or receive this special dividend. The payment of this special dividend by ATBancorp is in addition to the
28
Merger consideration to be paid by MidWestOne. The unaudited pro forma combined financial statements reflect the removal of historical estimated amounts attributed to the ATB Businesses. The unaudited pro forma combined financial statements do not, however, include the special dividend to shareholders based on the net proceeds received in connection with the disposition of the ATB Businesses, as MidWestOne is not able to determine the amount of such dividend as of the date of this joint proxy statement/prospectus.
The actual amounts recorded as of the completion of the Merger may differ materially from the information presented in these unaudited pro forma combined financial statements as a result of, among other things:
The unaudited pro forma combined financial statements are provided for informational purposes only. The unaudited pro forma combined financial statements are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the transaction been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma combined financial statements and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma combined financial information is based on, and should be read together with, the historical consolidated financial statements and related notes of MidWestOne incorporated into this document by reference from its Annual Report on Form 10-K for the year ended December 31, 2017 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018, June 30, 2018, and September 30, 2018, ATBancorp's audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2017, ATBancorp's unaudited consolidated financial statements and accompanying notes as of and for the three and nine months ended March 31, 2018 and September 30, 2018 and ATBancorp's Management's Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2017 and the three and nine months ended March 31, 2018 and September 30, 2018 included elsewhere in this joint proxy statement/prospectus.
The unaudited pro forma condensed combined balance sheet as of September 30, 2018 presents the consolidated financial position giving pro forma effect to the following transactions as if they had occurred as of September 30, 2018:
29
Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2018
|
MidWestOne Historical |
ATBancorp Historical |
Pro Forma Adjustments |
Notes | Pro Forma Combined |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(in thousands) |
||||||||||||||
ASSETS |
|||||||||||||||
Cash and cash equivalents |
$ | 53,379 | $ | 84,857 | $ | (9,400 | ) | A | $ | 128,836 | |||||
Equity securities, at fair value |
2,797 | | | 2,797 | |||||||||||
Debt securities available for sale, at fair value |
407,766 | 102,009 | | 509,775 | |||||||||||
Debt securities held to maturity, at amortized cost |
191,733 | | | 191,733 | |||||||||||
Loans held for sale |
1,124 | 1,687 | | 2,811 | |||||||||||
Loans held for investment, net of unearned income |
2,377,649 | 1,124,893 | (19,123 | ) | B | 3,483,419 | |||||||||
Less: allowance for loan and lease losses |
31,278 | 12,587 | (12,587 | ) | C | 31,278 | |||||||||
| | | | | | | | | | | | | | | |
Loans held for investment, net |
2,346,371 | 1,112,306 | (6,536 | ) | 3,452,141 | ||||||||||
Premises and equipment, net |
76,497 | 17,451 | 9,600 | D | 103,548 | ||||||||||
Goodwill |
64,654 | 3,253 | 41,950 | F | 109,857 | ||||||||||
Other intangible assets, net |
10,378 | 699 | 12,404 | G | 23,481 | ||||||||||
Other real estate owned |
549 | 3,577 | (838 | ) | E | 3,288 | |||||||||
Other assets |
112,717 | 39,733 | (5,165 | ) | H | 147,285 | |||||||||
| | | | | | | | | | | | | | | |
Total assets |
$ | 3,267,965 | $ | 1,365,572 | $ | 42,015 | $ | 4,675,552 | |||||||
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
LIABILITIES AND SHAREHOLDERS' EQUITY |
|||||||||||||||
Deposits |
$ | 2,632,259 | $ | 1,099,120 | $ | | 3,731,379 | ||||||||
Federal funds purchased |
19,056 | 700 | | 19,756 | |||||||||||
Securities sold under agreements to repurchase |
68,922 | 37,519 | | 106,441 | |||||||||||
Other borrowed money |
151,750 | 53,400 | 35,000 | I | 240,150 | ||||||||||
Subordinated debentures |
| 20,435 | (9,600 | ) | J | 10,835 | |||||||||
Junior subordinated notes issued to capital trusts |
23,865 | 19,500 | (4,500 | ) | K | 38,865 | |||||||||
Other liabilities |
22,924 | 18,952 | (94 | ) | L | 41,782 | |||||||||
| | | | | | | | | | | | | | | |
Total liabilities |
2,918,776 | 1,249,626 | 20,806 | 4,189,208 | |||||||||||
Commitments and contingent liabilities |
|||||||||||||||
Shareholders' equity: |
|||||||||||||||
Common stock |
12,463 | 1,764 | 2,354 | M | 16,581 | ||||||||||
Additional paid-in capital |
187,581 | 4,852 | 128,185 | N | 320,618 | ||||||||||
Treasury stock |
(5,474 | ) | (585 | ) | 585 | O | (5,474 | ) | |||||||
Retained earnings |
163,709 | 112,204 | (112,204 | ) | P | 163,709 | |||||||||
Accumulated other comprehensive loss |
(9,090 | ) | (2,289 | ) | 2,289 | Q | (9,090 | ) | |||||||
| | | | | | | | | | | | | | | |
Total shareholders' equity |
349,189 | 115,946 | 21,209 | 486,344 | |||||||||||
| | | | | | | | | | | | | | | |
Total liabilities and shareholders' equity |
$ | 3,267,965 | $ | 1,365,572 | $ | 42,015 | $ | 4,675,552 | |||||||
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information.
30
Unaudited Pro Forma Condensed Combined Statement of Income for the Year Ended December 31, 2017
|
MidWestOne Historical |
ATBancorp Historical |
Pro Forma Merger Adjustments |
Notes | Pro Forma Combined |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(in thousands except per share amounts) |
||||||||||||||
Interest Income |
|||||||||||||||
Loans |
$ | 102,366 | $ | 51,352 | $ | (3,115 | ) | R | $ | 150,603 | |||||
Taxable securities |
10,573 | 3,116 | (1,257 | ) | S | 12,432 | |||||||||
Tax-exempt securities |
6,239 | 439 | | 6,678 | |||||||||||
Other |
142 | 647 | (341 | ) | T | 448 | |||||||||
| | | | | | | | | | | | | | | |
Total interest income |
119,320 | 55,554 | (4,713 | ) | 170,161 | ||||||||||
Interest Expense |
|||||||||||||||
Deposits |
11,489 | 6,254 | (753 | ) | U | 16,990 | |||||||||
Subordinated debentures |
| 1,357 | (624 | ) | V | 733 | |||||||||
Junior subordinated notes issued to capital trusts |
949 | 582 | 225 | W | 1,756 | ||||||||||
Other borrowings |
2,707 | 750 | 1,511 | X | 4,968 | ||||||||||
| | | | | | | | | | | | | | | |
Total interest expense |
15,145 | 8,943 | 359 | 24,447 | |||||||||||
| | | | | | | | | | | | | | | |
Net Interest Income |
104,175 | 46,611 | (5,072 | ) | 145,714 | ||||||||||
Provision for (reversal of) loan losses |
17,334 | (1,320 | ) | 2,400 | Y | 18,414 | |||||||||
| | | | | | | | | | | | | | | |
Net interest income after provision for loan losses |
86,841 | 47,931 | (7,472 | ) | 127,300 | ||||||||||
Noninterest Income |
|||||||||||||||
Trust, investment, and insurance fees |
6,189 | 15,506 | (11,684 | ) | Z | 10,011 | |||||||||
Service charges and fees on deposit accounts |
5,126 | 1,380 | (84 | ) | AA | 6,422 | |||||||||
Loan origination and servicing fees |
3,421 | 3,401 | (40 | ) | BB | 6,782 | |||||||||
Other service charges and fees |
5,992 | 3,417 | (38 | ) | CC | 9,371 | |||||||||
Investment securities gains, net |
241 | | | 241 | |||||||||||
Other |
1,401 | 1,459 | (2,179 | ) | DD | 681 | |||||||||
| | | | | | | | | | | | | | | |
Total noninterest income |
22,370 | 25,163 | (14,025 | ) | 33,508 | ||||||||||
Noninterest Expense |
|||||||||||||||
Salaries and employee benefits |
47,864 | 31,501 | (11,150 | ) | EE | 68,215 | |||||||||
Net occupancy and equipment expense |
12,305 | 6,696 | (2,805 | ) | FF | 16,196 | |||||||||
Professional fees |
3,962 | 1,658 | (568 | ) | GG | 5,052 | |||||||||
Data processing expense |
2,674 | 3,560 | (821 | ) | HH | 5,413 | |||||||||
FDIC insurance expense |
1,265 | 491 | (94 | ) | II | 1,662 | |||||||||
Amortization of intangibles |
3,125 | 67 | 2,315 | JJ | 5,507 | ||||||||||
Other |
8,941 | 8,944 | (3,031 | ) | KK | 14,854 | |||||||||
| | | | | | | | | | | | | | | |
Total noninterest expense |
80,136 | 52,917 | (16,154 | ) | 116,899 | ||||||||||
| | | | | | | | | | | | | | | |
Income before income taxes |
29,075 | 20,177 | (5,343 | ) | 43,909 | ||||||||||
Income tax provision |
10,376 | 6,809 | (2,137 | ) | LL | 15,048 | |||||||||
| | | | | | | | | | | | | | | |
Net income before noncontrolling interest |
18,699 | 13,368 | (3,206 | ) | 28,861 | ||||||||||
Net income attributable to noncontrolling interest |
| (788 | ) | 788 | MM | | |||||||||
| | | | | | | | | | | | | | | |
Net income available to common shareholders |
$ | 18,699 | $ | 12,580 | $ | (2,418 | ) | $ | 28,861 | ||||||
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Per Common Share |
|||||||||||||||
Earnings basic |
$ | 1.55 | $ | 0.36 | | $ | 1.79 | ||||||||
Earnings diluted |
$ | 1.55 | $ | 0.36 | | $ | 1.78 | ||||||||
Weighted average number of common shares outstanding |
12,038 | 35,070 | (30,952 | ) | NN | 16,156 | |||||||||
Weighted average number of diluted common shares outstanding |
12,063 | 35,070 | (30,952 | ) | OO | 16,181 |
See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information.
31
Unaudited Pro Forma Condensed Combined Statement of Income for the Nine Months Ended September 30, 2018
|
MidWestOne Historical |
ATBancorp Historical |
Pro Forma Merger Adjustments |
Notes | Pro Forma Combined |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(in thousands except per share amounts) |
||||||||||||||
Interest Income |
|||||||||||||||
Loans |
$ | 82,141 | $ | 37,905 | $ | 1,800 | R | $ | 121,846 | ||||||
Taxable securities |
8,793 | 1,785 | (394 | ) | S | 10,184 | |||||||||
Tax-exempt securities |
4,452 | 258 | | 4,710 | |||||||||||
Other |
39 | 976 | (187 | ) | T | 828 | |||||||||
| | | | | | | | | | | | | | | |
Total interest income |
95,425 | 40,924 | 1,219 | 137,568 | |||||||||||
Interest Expense |
|||||||||||||||
Deposits |
12,170 | 6,475 | (302 | ) | U | 18,343 | |||||||||
Subordinated debentures |
| 574 | (468 | ) | V | 106 | |||||||||
Junior subordinated notes issued to capital trusts |
878 | 996 | 169 | W | 2,043 | ||||||||||
Other borrowings |
3,122 | 1,088 | 1,171 | X | 5,381 | ||||||||||
| | | | | | | | | | | | | | | |
Total interest expense |
16,170 | 9,133 | 570 | 25,873 | |||||||||||
| | | | | | | | | | | | | | | |
Net Interest Income |
79,255 | 31,791 | 649 | 111,695 | |||||||||||
Provision for loan losses |
4,050 | 804 | | 4,854 | |||||||||||
| | | | | | | | | | | | | | | |
Net interest income after provision for loan losses |
75,205 | 30,987 | 649 | 106,841 | |||||||||||
Noninterest Income |
|||||||||||||||
Trust, investment, and insurance fees |
4,703 | 13,454 | (8,714 | ) | Z | 9,443 | |||||||||
Service charges and fees on deposit accounts |
3,474 | 893 | (26 | ) | AA | 4,341 | |||||||||
Loan origination and servicing fees |
2,738 | 2,136 | (14 | ) | BB | 4,860 | |||||||||
Other service charges and fees |
4,464 | 2,887 | (13 | ) | CC | 7,338 | |||||||||
Investment securities gains (losses), net |
197 | (1,136 | ) | | (939 | ) | |||||||||
Other |
1,567 | 24,515 | (26,369 | ) | DD | (287 | ) | ||||||||
| | | | | | | | | | | | | | | |
Total noninterest income |
17,143 | 42,749 | (35,136 | ) | 24,756 | ||||||||||
Noninterest Expense |
|||||||||||||||
Salaries and employee benefits |
37,647 | 22,199 | (7,207 | ) | EE | 52,639 | |||||||||
Net occupancy and equipment expense |
10,440 | 4,600 | (1,466 | ) | FF | 13,574 | |||||||||
Professional fees |
3,614 | 5,156 | (1,508 | ) | GG | 7,262 | |||||||||
Data processing expense |
2,076 | 2,885 | (614 | ) | HH | 4,347 | |||||||||
FDIC insurance expense |
1,104 | 410 | (67 | ) | II | 1,447 | |||||||||
Amortization of intangibles |
1,793 | 50 | 1,737 | JJ | 3,580 | ||||||||||
Other |
7,026 | 6,206 | (3,248 | ) | KK | 9,984 | |||||||||
| | | | | | | | | | | | | | | |
Total noninterest expense |
63,700 | 41,506 | (12,373 | ) | 92,833 | ||||||||||
| | | | | | | | | | | | | | | |
Income before income taxes |
28,648 | 32,230 | (22,114 | ) | 38,764 | ||||||||||
Income tax provision |
5,921 | 8,790 | (5,750 | ) | LL | 8,961 | |||||||||
| | | | | | | | | | | | | | | |
Net income before noncontrolling interest |
22,727 | 23,440 | (16,364 | ) | 29,803 | ||||||||||
Net income attributable to noncontrolling interest |
| 447 | (447 | ) | MM | | |||||||||
| | | | | | | | | | | | | | | |
Net income available to common shareholders |
$ | 22,727 | $ | 23,887 | $ | (16,811 | ) | $ | 29,803 | ||||||
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Per Common Share |
|||||||||||||||
Earnings basic |
$ | 1.86 | $ | 0.67 | | $ | 1.82 | ||||||||
Earnings diluted |
$ | 1.86 | $ | 0.67 | | $ | 1.82 | ||||||||
Weighted average number of common shares outstanding |
12,221 | 35,028 | (30,910 | ) | NN | 16,339 | |||||||||
Weighted average number of diluted common shares outstanding |
12,238 | 35,028 | (30,910 | ) | OO | 16,356 |
See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information.
32
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 1Basis of Presentation
The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting giving effect to the Merger involving MidWestOne and ATBancorp. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the financial position had the Merger been consummated at September 30, 2018 or the unaudited pro forma condensed combined income statements for the year ended December 31, 2017 and the nine months ended September 30, 2018, as if the Merger had occurred as of the beginning of each period, nor is it necessarily indicative of the results of operation in future periods or the future financial position of the combined entities. The merger, which is currently expected to be completed in the first quarter of 2019, provides for the issuance of 4,117,541 shares of MidWestOne common stock and $34.8 million in cash. The value of an ATBancorp share would be $4,908.10 based upon a closing price of MidWestOne common stock of $33.31.
Under the acquisition method of accounting, the assets and liabilities of ATBancorp will be recorded at the respective fair values on the Merger date. The fair value on the Merger date represents management's best estimates based on available information and facts and circumstances in existence on the Merger date. The pro forma allocation of purchase price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment and may vary from the actual purchase price allocation that will be recorded at the time the Merger is completed. Adjustments may include, but not be limited to, changes in (i) ATBancorp's balance sheet through the Effective Time; (ii) the aggregate value of Merger consideration paid if the price of MidWestOne's stock varies from the assumed $33.31 per share; (iii) total Merger related expenses if consummation and/or implementation costs vary from currently estimated amounts; and (iv) the underlying values of assets and liabilities if market conditions differ from current assumptions.
The accounting policies of both MidWestOne and ATBancorp are in the process of being reviewed in detail. Upon completion of such review, conforming adjustments or financial statement reclassification may be determined.
Note 2Estimated Merger and Integration Costs
In connection with the Merger, the plan to integrate MidWestOne's and ATBancorp's operations is still being developed. Over the next several months, the specific details of these plans will continue to be refined. MidWestOne and ATBancorp are currently in the process of assessing the two companies' personnel, benefit plans, premises, equipment, computer systems, supply chain methodologies, and service contracts to determine where they may take advantage of redundancies or where it will be beneficial or necessary to convert to one system. Certain decisions arising from these assessments may involve involuntary termination of ATBancorp's employees, vacating ATBancorp's leased premises, changing information systems, canceling contracts between ATBancorp and certain service providers and selling or otherwise disposing of certain premises, furniture and equipment owned by ATBancorp. Additionally, as part of our formulation of the integration plan, certain actions regarding existing MidWestOne information systems, premises, equipment, benefit plans, supply chain methodologies, supplier contracts, and involuntary termination of personnel may be taken. MidWestOne expects to incur Merger-related expenses including system conversion costs, employee retention and severance agreements, communications to customers, and others. To the extent there are costs associated with these actions, the costs will be recorded based on the nature and timing of these integration actions. Most acquisition and restructuring costs are recognized separately from a business combination and generally will be expensed as incurred. We estimated the Merger related costs to be approximately $20.2 million and expect they will be incurred primarily in 2019.
33
Note 3Estimated Annual Cost Savings
Following the Merger, MidWestOne expects to realize cost savings equal to approximately 30% of ATBancorp's pre-tax noninterest expense. Management expects such cost saves to be phased-in over a two-year period, but there is no assurance that the anticipated cost savings will be realized on the anticipated time schedule or at all. These cost savings are not reflected in the presented pro forma financial information.
Note 4Pro Forma Adjustments
The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined financial information. All taxable balance sheet adjustments were calculated using a combined 26% tax rate to arrive at deferred tax asset or liability adjustments. All adjustments are based on current assumptions and valuations, which are subject to change.
Balance Sheet (dollars in thousands)
To reflect cash used by ATBancorp to redeem certain subordinated debt |
$ | (9,600 | ) | |
To reflect excess cash proceeds from MidWestOne senior debt |
200 | |||
| | | | |
|
$ | (9,400 | ) | |
| | | | |
To reflect estimated fair value at closing date, calculated as 1.7% of the ATBancorp loan balance. |
$ | (19,123 | ) |
To remove ATBancorp allowance at Merger date as the credit risk is contemplated in the estimated fair value in adjustment B above. |
$ | (12,587 | ) |
To reflect estimated fair value of ATBancorp properties at Merger date. The estimated useful life of these properties is 39 years. |
$ | 9,600 |
To reflect estimated fair value of ATBancorp other real estate owned at Merger date based on MidWestOne's estimate of property values given current market conditions and additional discounts necessary to liquidate these properties. |
$ | (838 | ) |
To reverse ATBancorp goodwill on the books. |
$ | (3,253 | ) | |
To reflect the goodwill associated with the Merger. |
45,203 | |||
| | | | |
|
$ | 41,950 | ||
| | | | |
34
To reverse ATBancorp CDI on the books. |
$ | (699 | ) | |
To record the estimated fair value of acquired identifiable intangible assets, calculated as 1.5% of ATBancorp core deposits. Core deposits were identified as the demand, savings and money market accounts. The acquired core deposit intangible will be amortized over 10 years using a sum-of-the-years-digits method. |
13,103 | |||
| | | | |
|
$ | 12,404 | ||
| | | | |
Net deferred tax liability, calculated as follows:
Adjustment to loans held for investment, net of unearned income |
$ | (19,123 | ) | |
Adjustment to allowance for loan and lease losses |
12,587 | |||
Adjustment to CDI, net |
12,404 | |||
Adjustment to premises and equipment |
9,600 | |||
Adjustment to other real estate owned |
(838 | ) | ||
Adjustment to junior subordinated notes issued to capital trusts |
4,500 | |||
| | | | |
Subtotal for fair value adjustments |
19,130 | |||
| | | | |
Calculated net deferred tax liability at MidWestOne's estimated combined rate of 26% |
(4,974 | ) | ||
| | | | |
Elimination of historical other assets from the ATB Businesses. |
(191 | ) | ||
| | | | |
|
$ | (5,165 | ) | |
| | | | |
To reflect proceeds from senior debt incurred by MidWestOne to fund cash portion of Merger consideration. |
$ | 35,000 |
To reflect cash redemption by ATBancorp of certain subordinated debentures. |
$ | (9,600 | ) |
To reflect valuation mark on junior subordinated notes issued to capital trusts. |
$ | (4,500 | ) |
Elimination of historical other liabilities from the ATB Businesses. |
$ | (94 | ) |
To eliminate historical ATBancorp common stock. |
$ | (1,764 | ) | |
To reflect the issuance of MidWestOne common stock to ATBancorp shareholders. |
4,118 | |||
| | | | |
|
$ | 2,354 | ||
| | | | |
35
To eliminate historical ATBancorp additional paid-in capital. |
$ | (4,852 | ) | |
To reflect the issuance of MidWestOne common stock to ATBancorp shareholders. |
133,037 | |||
| | | | |
|
$ | 128,185 | ||
| | | | |
To eliminate historical ATBancorp treasury stock |
$ | 585 |
To eliminate historical ATBancorp retained earnings |
$ | (112,204 | ) |
To eliminate historical ATBancorp accumulated other comprehensive income. |
$ | 2,289 |
Income Statement
(dollars and shares in thousands)
|
|
Nine Months Ended September 30, 2018 |
Year Ended December 31, 2017 |
||||||
---|---|---|---|---|---|---|---|---|---|
R. |
Adjustment to loan interest income |
||||||||
|
To reflect accretion of loan discount resulting from loan fair value pro forma adjustment based on weighted average remaining life of five years. |
$ | 4,781 | $ | 6,374 | ||||
|
To eliminate historical income from ATBancorp's United American Bank subsidiary, which was sold on May 4, 2018. |
(2,981 | ) | (9,489 | ) | ||||
| | | | | | | | | |
|
$ | 1,800 | $ | (3,115 | ) | ||||
| | | | | | | | | |
S. |
Adjustment to taxable securities interest income |
||||||||
|
To eliminate historical income from ATBancorp's United American Bank subsidiary, which was sold on May 4, 2018. |
$ | (394 | ) | $ | (1,257 | ) | ||
T. |
Adjustment to other interest income |
||||||||
|
To eliminate historical income from ATBancorp's United American Bank subsidiary, which was sold on May 4, 2018. |
$ | (187 | ) | $ | (341 | ) | ||
U. |
Adjustment to deposit interest expense |
||||||||
|
To eliminate historical expense from ATBancorp's United American Bank subsidiary, which was sold on May 4, 2018. |
$ | (302 | ) | $ | (753 | ) |
36
|
|
Nine Months Ended September 30, 2018 |
Year Ended December 31, 2017 |
||||||
---|---|---|---|---|---|---|---|---|---|
V. |
Adjustment to subordinated debentures interest expense |
||||||||
|
Elimination of historical ATBancorp interest on subordinated debentures paid with interest calculated using an interest rate of 6.50% |
(468 | ) | (624 | ) | ||||
W. |
Adjustment to junior subordinated notes issued to capital trusts interest expense |
||||||||
|
To reflect additional interest expense resulting from the amortization of the merger valuation mark on ATBancorp's junior subordinated notes. |
$ | 169 | $ | 225 | ||||
X. |
Adjustment to other debt interest expense |
||||||||
|
To reflect additional interest expense resulting from the issuance of $35.0 million of new senior debt, at an estimated annual interest rate of 4.625%. |
$ | 1,171 | $ | 1,532 | ||||
|
To eliminate historical expense from ATBancorp's United American Bank subsidiary, which was sold on May 4, 2018. |
| (21 | ) | |||||
| | | | | | | | | |
|
$ | 1,171 | $ | 1,511 | |||||
| | | | | | | | | |
Y. |
Adjustment to reversal of loan and lease losses provision |
||||||||
|
To eliminate historical provision expense recapture from ATBancorp's United American Bank subsidiary, which was sold on May 4, 2018. |
$ | | $ | 2,400 | ||||
Z. |
Adjustment to trust, investment and insurance fees |
||||||||
|
To eliminate estimated historical income from the ATB Businesses. |
$ | (8,714 | ) | $ | (11,618 | ) | ||
|
To eliminate historical income from ATBancorps' United American Bank subsidiary, which was sold on May 4, 2018. |
| (66 | ) | |||||
| | | | | | | | | |
|
$ | (8,714 | ) | $ | (11,684 | ) | |||
| | | | | | | | | |
AA. |
Adjustment to service charges and fees on deposit accounts |
||||||||
|
To eliminate historical income from ATBancorps' United American Bank subsidiary, which was sold on May 4, 2018. |
$ | (26 | ) | $ | (84 | ) | ||
BB. |
Adjustment to loan origination and servicing fees |
||||||||
|
To eliminate historical income from ATBancorps' United American Bank subsidiary, which was sold on May 4, 2018. |
$ | (14 | ) | $ | (40 | ) | ||
CC. |
Adjustment to other service charges and fees |
||||||||
|
To eliminate historical income from ATBancorps' United American Bank subsidiary, which was sold on May 4, 2018. |
$ | (13 | ) | $ | (38 | ) |
37
|
|
Nine Months Ended September 30, 2018 |
Year Ended December 31, 2017 |
||||||
---|---|---|---|---|---|---|---|---|---|
DD. |
Adjustment to other noninterest income |
||||||||
|
To eliminate historical income from ATBancorps' United American Bank subsidiary, which was sold on May 4, 2018. |
$ | (1 | ) | $ | (797 | ) | ||
|
To eliminate estimated historical income from the ATB Businesses. |
(1,037 | ) | (1,382 | ) | ||||
|
To eliminate historical gain on sale from ATBancorp's sale of United American Bank subsidiary, which was sold on May 4, 2018, to be paid out as part of a special dividend prior to merger consummation. |
(25,331 | ) | | |||||
| | | | | | | | | |
|
$ | (26,369 | ) | $ | (2,179 | ) | |||
| | | | | | | | | |
EE. |
Adjustment to salaries and employee benefits expense |
||||||||
|
To eliminate historical expense from ATBancorps' United American Bank subsidiary, which was sold on May 4, 2018. |
$ | (2,525 | ) | $ | (4,908 | ) | ||
|
To eliminate estimated historical expense from the ATB Businesses. |
(4,682 | ) | (6,242 | ) | ||||
| | | | | | | | | |
|
$ | (7,207 | ) | $ | (11,150 | ) | |||
| | | | | | | | | |
FF. |
Adjustment to occupancy expense |
||||||||
|
To reflect additional depreciation expense resulting from premises and equipment pro forma adjustment based on estimated useful life of 39 years using the straight line method. |
$ | 185 | $ | 246 | ||||
|
To eliminate estimated historical expense from the ATB Businesses. |
(806 | ) | (1,074 | ) | ||||
|
To eliminate historical expense from ATBancorps' United American Bank subsidiary, which was sold on May 4, 2018. |
(845 | ) | (1,977 | ) | ||||
| | | | | | | | | |
|
$ | (1,466 | ) | $ | (2,805 | ) | |||
| | | | | | | | | |
GG. |
Adjustment to professional fees expense |
||||||||
|
To eliminate historical expense from ATBancorps' United American Bank subsidiary, which was sold on May 4, 2018. |
$ | (1,508 | ) | $ | (568 | ) | ||
HH. |
Adjustment to data processing expense |
||||||||
|
To eliminate estimated historical expense from the ATB Businesses. |
(608 | ) | (810 | ) | ||||
|
To eliminate historical expense from ATBancorps' United American Bank subsidiary, which was sold on May 4, 2018. |
(6 | ) | (11 | ) | ||||
| | | | | | | | | |
|
$ | (614 | ) | $ | (821 | ) | |||
| | | | | | | | | |
II. |
Adjustment to FDIC insurance expense |
||||||||
|
To eliminate historical expense from ATBancorps' United American Bank subsidiary, which was sold on May 4, 2018. |
$ | (67 | ) | $ | (94 | ) | ||
JJ. |
Adjustment to amortization of intangibles |
||||||||
|
To reflect amortization of acquired intangible assets based on amortization period of 10 years and using the sum-of-the-years-digits method of amortization. |
$ | 1,787 | $ | 2,382 | ||||
|
To eliminate historical CDI amortization at ATBancorp |
(50 | ) | (67 | ) | ||||
| | | | | | | | | |
|
$ | 1,737 | $ | 2,315 | |||||
| | | | | | | | | |
38
|
|
Nine Months Ended September 30, 2018 |
Year Ended December 31, 2017 |
||||||
---|---|---|---|---|---|---|---|---|---|
KK. |
Adjustment to other expense |
||||||||
|
To eliminate estimated historical expense from the ATB Businesses. |
$ | (1,629 | ) | $ | (2,172 | ) | ||
|
To eliminate historical expense from ATBancorps' United American Bank subsidiary, which was sold on May 4, 2018. |
(1,619 | ) | (859 | ) | ||||
| | | | | | | | | |
|
$ | (3,248 | ) | $ | (3,031 | ) | |||
| | | | | | | | | |
LL. |
Adjustment to income tax provision |
||||||||
|
To reflect the income tax effect of pro forma adjustments RJJ at MidWestOne's estimated combined tax rate of 26% for 2018 and 40% for 2017. |
$ | (5,750 | ) | $ | (2,137 | ) | ||
MM. |
Adjustment to net income attributable to noncontrolling interests |
||||||||
|
To eliminate historical net income attributable to noncontrolling interests stemming from ATBancorp's United American Bank subsidiary. |
$ | (447 | ) | $ | 788 | |||
NN. |
Adjustment to weighted average number of common shares outstanding |
(30,910 |
) |
(30,952 |
) |
||||
|
Adjustment to the year ended December 31, 2017 and the nine months ended September 30, 2018 calculated as follows: |
||||||||
|
Removal of ATBancorp weighted average number of common shares outstanding for the year ended December 31, 2017 and the nine months ended September 30, 2018 |
(35,028 | ) | (35,070 | ) | ||||
|
MidWestOne shares issued to ATBancorp shareholders |
4,118 | 4,118 | ||||||
| | | | | | | | | |
|
Adjustment to weighted average number of common shares outstanding for the year ended December 31, 2017 and the nine months ended September 30, 2018 |
(30,910 | ) | (30,952 | ) | ||||
| | | | | | | | | |
OO. |
Adjustment to weighted average number of diluted common shares outstanding |
(30,910 |
) |
(30,952 |
) |
||||
|
Adjustment to the year ended December 31, 2017 and the six nine months ended September 30, 2018 calculated as follows: |
||||||||
|
Removal of ATBancorp weighted average number of diluted common shares outstanding for the year ended December 31, 2017 and the nine months ended September 30, 2018 |
(35,028 | ) | (35,070 | ) | ||||
|
MidWestOne shares issued to ATBancorp shareholders |
4,118 | 4,118 | ||||||
| | | | | | | | | |
|
Adjustment to weighted average number of diluted common shares outstanding for the year ended December 31, 2017 and the nine months ended September 30, 2018 |
(30,910 | ) | (30,952 | ) | ||||
| | | | | | | | | |
39
Note 5Preliminary Acquisition Accounting
The table below presents the pro forma Merger consideration to be transferred by MidWestOne, the estimated fair value of assets acquired (including identifiable intangible assets) and liabilities assumed from ATBancorp, and the goodwill created by the Merger at the date indicated.
|
September 30, 2018 |
|||
---|---|---|---|---|
|
(in thousands) |
|||
Consideration Transferred: |
||||
MidWestOne common stock issued |
$ | 137,155 | ||
Cash paid |
34,800 | |||
| | | | |
Total consideration transferred |
$ | 171,955 | ||
| | | | |
| | | | |
| | | | |
Assets Acquired: |
||||
Cash and cash equivalents |
$ | 75,257 | ||
Debt securities available for sale |
102,009 | |||
Loans held for sale |
1,687 | |||
Loans held for investment |
1,105,770 | |||
Premises and equipment |
27,051 | |||
Core deposit intangible |
13,103 | |||
Other real estate owned |
2,739 | |||
Other assets |
34,568 | |||
| | | | |
Total assets acquired |
$ | 1,362,184 | ||
| | | | |
Liabilities Assumed: |
||||
Deposits |
$ | 1,099,120 | ||
Borrowings |
91,619 | |||
Subordinated debentures |
10,835 | |||
Junior subordinated notes issued to capital trusts |
15,000 | |||
Other liabilities |
18,858 | |||
| | | | |
Total liabilities assumed |
$ | 1,235,432 | ||
| | | | |
Net assets acquired |
$ | 126,752 | ||
| | | | |
Goodwill |
$ | 45,203 | ||
| | | | |
| | | | |
| | | | |
Comparative Historical and Unaudited Pro Forma Per Share Financial Data
The following table presents: (i) historical per share information for MidWestOne; (ii) historical per share information for ATBancorp; (iii) pro forma per share information of the combined company after giving effect to the Merger; and (iv) equivalent pro forma per share information for ATBancorp.
The combined company pro forma per share information was derived by combining information from the historical financial information presented above under "Selected Historical Consolidated Financial Data of MidWestOne" and "Unaudited Pro Forma Combined Financial Information." You should read this table together with the financial information discussed under those headings and the consolidated financial statements of MidWestOne incorporated by reference in this joint proxy statement/prospectus and the consolidated financial statements of ATBancorp included with this joint proxy statement/prospectus. You should not rely on the pro forma per share information as being necessarily indicative of actual results had the Merger been effective on January 1, 2017, for purposes of net income per share data, or September 30, 2018, for purposes of book value per share data.
The information appearing in the column captioned "Combined Pro Forma" in the table below was prepared assuming that 4,117,541 shares of MidWestOne common stock were issued to the
40
shareholders of ATBancorp in the Merger and that the Merger was completed as of January 1, 2017, for purposes of net income per share data, and September 30, 2018, for purposes of book value per share data.
(unaudited)
|
MidWestOne | ATBancorp | Combined Pro Forma |
Per Equivalent ATBancorp Share |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Book value per share |
|||||||||||||
As of December 31, 2017 |
$ | 27.85 | $ | 3,847.11 | $ | 29.34 | $ | 3,449.05 | |||||
As of September 30, 2018 |
$ | 28.57 | $ | 3,310.09 | $ | 29.77 | $ | 3,449.05 | |||||
Cash dividends |
|||||||||||||
For the year ended December 31, 2017 |
$ | 0.67 | $ | 90.00 | $ | 0.67 | $ | 78.76 | |||||
For the nine months ended September 30, 2018 |
$ | 0.585 | $ | 67.50 | * | $ | 0.585 | $ | 68.77 | ||||
Basic income (loss) from continuing operations |
|||||||||||||
For the year ended December 31, 2017 |
$ | 1.55 | $ | 0.36 | $ | 1.79 | $ | 210.41 | |||||
For the nine months ended September 30, 2018 |
$ | 1.86 | $ | 0.67 | $ | 1.82 | $ | 213.94 | |||||
Diluted income (loss) from continuing operations |
|||||||||||||
For the year ended December 31, 2017 |
$ | 1.55 | $ | 0.36 | $ | 1.78 | $ | 209.24 | |||||
For the nine months ended September 30, 2018 |
$ | 1.86 | $ | 0.67 | $ | 1.82 | $ | 213.94 |
Per Share Market Price Information
The following table presents (i) the closing sale price of MidWestOne common stock as reported on the NASDAQ Global Select Market on August 21, 2018, the last trading day before the date of the public announcement of the Merger Agreement, and November 26, 2018, the last practicable trading day preceding the date of this joint proxy statement/prospectus; and (ii) the equivalent pro forma value of a share of ATBancorp common stock at such dates based on the value of the consideration to be received in the Merger with respect to each share. Historical market value information regarding ATBancorp common stock is not provided because there is no active market for ATBancorp common stock.
|
MidWestOne Common Stock Closing Price |
Equivalent Market Value per Share of ATBancorp Common Stock |
|||||
---|---|---|---|---|---|---|---|
August 21, 2018 |
$ | 33.25 | $ | 4,901.05 | |||
November 26, 2018 |
$ | 28.98 | $ | 4,399.11 |
The market price of MidWestOne common stock will fluctuate between now and completion of the Merger. You should obtain a current price quotation for MidWestOne common stock.
Stock Price and Dividend Information
MidWestOne common stock trades on the NASDAQ Global Select Market under the symbol "MOFG." The following table sets forth the reported high and low sales prices of shares of
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MidWestOne common stock, and the quarterly cash dividends per share of MidWestOne common stock declared, in each case for the periods indicated.
|
High | Low | Cash Dividends Declared |
|||||||
---|---|---|---|---|---|---|---|---|---|---|
Year/Quarter: |
||||||||||
2018 |
||||||||||
Fourth quarter(1) |
$ | 34.83 | $ | 28.22 | $ | 0.195 | ||||
Third quarter |
35.20 | 31.92 | 0.195 | |||||||
Second quarter |
34.75 | 31.94 | 0.195 | |||||||
First quarter |
34.99 | 30.70 | 0.195 | |||||||
2017 |
||||||||||
Fourth quarter |
$ | 37.94 | $ | 30.56 | $ | 0.17 | ||||
Third quarter |
35.63 | 31.93 | 0.17 | |||||||
Second quarter |
36.72 | 32.92 | 0.165 | |||||||
First quarter |
38.56 | 33.25 | 0.165 | |||||||
2016 |
||||||||||
Fourth quarter |
$ | 39.20 | $ | 27.93 | $ | 0.16 | ||||
Third quarter |
30.74 | 26.50 | 0.16 | |||||||
Second quarter |
30.50 | 25.49 | 0.16 | |||||||
First quarter |
30.04 | 24.71 | 0.16 |
There is no established public trading market for shares of ATBancorp common stock. The last reported sale price of ATBancorp common stock before the date of the public announcement of the Merger Agreement on August 22, 2018, and prior to the printing of this joint proxy statement/prospectus occurred on May 16, 2018 at $3,500.00 per share. The following table sets forth for the periods indicated, dividends per share of ATBancorp common stock.
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|
|
|||
---|---|---|---|---|
Year/Quarter: |
||||
2018 |
||||
Fourth quarter(1) |
$ | | ||
Third quarter |
22.50 | (2) | ||
Second quarter |
22.50 | |||
First quarter |
22.50 | |||
2017 |
||||
Fourth quarter |
$ | 35.00 | ||
Third quarter |
20.00 | |||
Second quarter |
20.00 | |||
First quarter |
15.00 | |||
2016 |
||||
Fourth quarter |
$ | 22.00 | ||
Third quarter |
10.00 | |||
Second quarter |
10.00 | |||
First quarter |
10.00 |
As of the MidWestOne record date, the outstanding shares of MidWestOne common stock were owned by approximately 425 record owners. As of the ATBancorp record date, the outstanding shares of ATBancorp common stock were owned by approximately 18 record owners.
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In addition to the other information contained in or incorporated by reference into this document, including the matters addressed under the caption entitled "Cautionary Statement Regarding Forward-Looking Statements," ATBancorp and MidWestOne shareholders should carefully consider the following factors in deciding whether to vote for each company's respective proposals. Please see the sections entitled "Where You Can Find More Information" in the forepart of this document and "Incorporation of Certain Documents by Reference" beginning on page 189.
Risks Related to the Merger
Because the market price of MidWestOne common stock will fluctuate, the value of the Merger consideration to be received by ATBancorp shareholders may change.
Upon completion of the Merger, each outstanding share of ATBancorp common stock, excluding Cancelled Shares and Dissenters' Shares, will be converted into the Per Share Stock Consideration and Per Share Cash Consideration pursuant to the terms of the Merger Agreement. The closing price of MidWestOne common stock on the date that the Merger is completed may vary from the closing price of MidWestOne common stock on the date MidWestOne and ATBancorp announced the Merger, on the date that this document is being mailed to MidWestOne and ATBancorp shareholders, and on the dates of the special meetings of MidWestOne and ATBancorp shareholders. Because the stock component of the Merger consideration is determined by a fixed exchange ratio, at the time of the ATBancorp special meeting, ATBancorp shareholders will not know or be able to calculate the value of the MidWestOne common stock they will receive upon completion of the Merger. Any change in the market price of MidWestOne common stock prior to completion of the Merger may affect the value of the stock component of the Merger consideration that ATBancorp shareholders will receive upon completion of the Merger. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in our respective businesses, operations and prospects, and regulatory considerations, among other things. Many of these factors are beyond the control of MidWestOne and ATBancorp. ATBancorp shareholders should obtain current market quotations for shares of MidWestOne common stock before voting their shares at the ATBancorp special meeting.
MidWestOne and ATBancorp shareholders will have a reduced ownership and voting interest after the Merger and will exercise less influence over management.
MidWestOne shareholders currently have the right to vote in the election of the board of directors of MidWestOne and on other matters affecting MidWestOne. ATBancorp shareholders currently have the right to vote in the election of the board of directors of ATBancorp and on other matters affecting ATBancorp. Upon the completion of the Merger, each party's shareholders will be shareholders of MidWestOne with a percentage ownership of MidWestOne that is smaller than their current percentage ownership of MidWestOne or ATBancorp, as applicable. It is currently expected that the former shareholders of ATBancorp as a group will receive shares in the Merger constituting approximately 25.2% of the outstanding shares of the combined company's common stock immediately after the Merger. As a result, current shareholders of MidWestOne as a group will own approximately 74.8% of the outstanding shares of the combined company's common stock immediately after the Merger. Because of this, ATBancorp and MidWestOne shareholders will have less influence on the management and policies of the combined company than they now have on the management and policies of MidWestOne or ATBancorp, as applicable.
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Sales of substantial amounts of MidWestOne's common stock in the open market by former ATBancorp shareholders could depress MidWestOne's stock price.
Shares of MidWestOne common stock that are issued to shareholders of ATBancorp in the Merger will, except for those shares subject to a Lock-Up Agreement and for persons deemed to be affiliates of MidWestOne, be freely tradable without restrictions or further registration under the Securities Act. As of the MidWestOne record date, MidWestOne had approximately 12,222,145 shares of common stock entitled to vote outstanding and 445,100 shares of MidWestOne common stock were reserved for issuance under the MidWestOne Financial Group, Inc. 2017 Equity Incentive Plan. MidWestOne currently expects to issue approximately 4,117,541 shares of its common stock in connection with the Merger, of which approximately 2,514,855 shares will be subject to the Lock-Up Agreements.
If the Merger is completed and if ATBancorp's former shareholders sell substantial amounts of MidWestOne common stock in the public market following completion of the Merger, the market price of MidWestOne common stock may decrease. These sales might also make it more difficult for MidWestOne to sell equity or equity-related securities at a time and price that it otherwise would deem appropriate.
The combined company may fail to realize the anticipated benefits of the Merger.
The success of the Merger will depend on, among other things, the combined company's ability to combine the businesses of MidWestOne and ATBancorp. If the combined company is not able to successfully achieve this objective, the anticipated benefits of the Merger may not be fully realized, may not be realized at all or may take longer to realize than expected.
It is possible that the integration of MidWestOne's and ATBancorp's businesses or other factors could result in the loss or departure of key employees, the disruption of the ongoing business of MidWestOne or ATBancorp or inconsistencies in standards, controls, procedures and policies. It is also possible that customers, depositors and counterparties of MidWestOne or ATBancorp could choose to discontinue their relationships with the combined company post-Merger because they prefer doing business with an independent company or for any other reason, which would adversely affect the future performance of the combined company. These transition matters could have an adverse effect on each of MidWestOne and ATBancorp during the pre-Merger period and for an undetermined amount of time after the consummation of the Merger.
Failure of the Merger to be completed, the termination of the Merger Agreement or a significant delay in the consummation of the Merger could negatively impact MidWestOne and ATBancorp.
The Merger Agreement is subject to a number of conditions which must be fulfilled in order to complete the Merger. MidWestOne and ATBancorp have agreed to use their respective reasonable best efforts to obtain all necessary regulatory approvals for the Merger. Notwithstanding this agreement, it is a condition to MidWestOne's and ATBancorp's respective obligations to consummate the Merger that no such requisite regulatory approval shall have imposed a restriction or condition on, or requirement of, such approval that would, after the Effective Time, reasonably be expected by the board of directors of MidWestOne to materially restrict or burden, or impair in any material respect the benefits of the contemplated transactions to, or require a materially burdensome modification of, the businesses, activities, governance, legal structure, capital structure, compensation or fee arrangements of MidWestOne or its subsidiaries. Moreover, it is a condition to MidWestOne's obligation to consummate the Merger that ATBancorp successfully dispose of the ATB Businesses, which requires ATBancorp to engage in a sale process concurrently with, yet separate and apart from, the Merger.
These conditions to the consummation of the Merger may not be fulfilled and, accordingly, the Merger may not be completed. In addition, if the Merger is not completed by June 30, 2019, either
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MidWestOne or ATBancorp may choose not to proceed with the Merger, and the parties can mutually decide to terminate the Merger Agreement at any time, before or after shareholder approval.
If the Merger is delayed or not consummated, the ongoing business, financial condition and results of operations of each party may be materially adversely affected and the market price or value of each party's common stock may decline significantly, particularly to the extent that the current market price reflects a market assumption that the Merger will be consummated.
In addition, each party has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the Merger Agreement. If the Merger is not completed, the parties would have to recognize these expenses without realizing the expected benefits of the Merger. Any of the foregoing, or other risks arising in connection with the failure of or delay in consummating the Merger, including the diversion of management attention from pursuing other opportunities and the constraints in the Merger Agreement on the ability to make significant changes to each party's ongoing business during the pendency of the Merger, could have a material adverse effect on each party's business, financial condition and results of operations.
Additionally, MidWestOne's or ATBancorp's business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, without realizing any of the anticipated benefits of completing the Merger, and the market price or value of MidWestOne common stock might decline, particularly 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 a party's board of directors seeks another merger or business combination, such party's shareholders cannot be certain that such party will be able to find a party willing to engage in a transaction on more attractive terms than the Merger.
If MidWestOne fails to successfully integrate ATBancorp into its internal control over financial reporting or if the internal control of ATBancorp over financial reporting were found to be ineffective, the integrity of MidWestOne's financial reporting could be compromised which could result in a material adverse effect on MidWestOne's reported financial results or in the determination of the effectiveness of MidWestOne's internal controls over financial reporting.
As a private company, ATBancorp has not been subject to the requirements of the Exchange Act with respect to internal control over financial reporting. The integration of ATBancorp into MidWestOne's internal control over financial reporting will require significant time and resources from management and other personnel and will increase compliance costs. If MidWestOne fails to successfully integrate the operations of ATBancorp into its internal control over financial reporting, MidWestOne's internal control over financial reporting may not be effective. Failure to achieve and maintain an effective internal control environment could have a material adverse effect on MidWestOne's ability to accurately report its financial results and the market's perception of its business and its stock price.
MidWestOne and ATBancorp will be subject to business uncertainties and contractual restrictions while the Merger is pending.
Uncertainty about the effect of the Merger on employees, customers and vendors may have an adverse effect on the business, financial condition and results of operations of ATBancorp and MidWestOne. These uncertainties may impair MidWestOne's or ATBancorp's ability to attract, retain and motivate key personnel, depositors and borrowers pending the consummation of the Merger, as such personnel, depositors and borrowers may experience uncertainty about their future roles following the consummation of the Merger. Additionally, these uncertainties could cause customers (including depositors and borrowers), suppliers, vendors and others who deal with MidWestOne or ATBancorp to seek to change existing business relationships with them or fail to extend an existing relationship with
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MidWestOne or ATBancorp. In addition, competitors may target each party's existing customers by highlighting potential uncertainties and integration difficulties that may result from the Merger.
MidWestOne and ATBancorp each have a small number of key personnel. The pursuit of the Merger and the preparation for the integration may place a burden on each company's management and internal resources. Any significant diversion of management attention away from ongoing business concerns and any difficulties encountered in the transition and integration process could have a material adverse effect on each company's business, financial condition and results of operations.
In addition, the Merger Agreement restricts ATBancorp from taking certain actions without MidWestOne's consent while the Merger is pending. These restrictions may, among other matters, prevent ATBancorp from pursuing otherwise attractive business opportunities, selling assets (except those described in the Merger Agreement), incurring indebtedness, engaging in significant capital expenditures in excess of certain limits set forth in the Merger Agreement, entering into other transactions or making other changes to its business prior to consummation of the Merger or termination of the Merger Agreement. These restrictions could have a material adverse effect on ATBancorp's business, financial condition and results of operations. Please see the section entitled "The Merger AgreementConduct of Business Prior to the Completion of the Merger" beginning on page 118 for a description of the restrictive covenants applicable to ATBancorp.
ATBancorp's directors and officers have interests in the Merger different from the interests of other ATBancorp shareholders.
ATBancorp's executive officers and directors have interests in the Merger that are different from, or in addition to, the interests of ATBancorp's shareholders generally. Such interests include change in control agreements, deferred compensation agreements and salary continuation agreements with certain executive officers and the right to indemnification and insurance coverage following the consummation of the Merger. The members of the ATBancorp board of directors were aware of and considered these interests, among other matters, when they approved the Merger Agreement and recommended that ATBancorp shareholders approve the ATBancorp merger proposal. These interests are described in more detail under the section entitled "The MergerInterests of ATBancorp Directors and Executive Officers in the Merger" beginning on page 102.
Shares of MidWestOne common stock to be received by ATBancorp shareholders as a result of the Merger will have rights different from the shares of ATBancorp common stock.
Upon completion of the Merger, the rights of former ATBancorp shareholders will be governed by the articles of incorporation and bylaws of MidWestOne. The rights associated with ATBancorp common stock are different from the rights associated with MidWestOne common stock. Please see the section entitled "Comparison of Shareholders' Rights" beginning on page 134 for a summary of the different rights associated with MidWestOne common stock.
The Merger Agreement contains provisions that may discourage other companies from trying to acquire ATBancorp.
The Merger Agreement contains provisions that may discourage a third party from submitting a business combination proposal to ATBancorp that might result in greater value to ATBancorp's shareholders than that provided pursuant to the Merger. These provisions include a general prohibition on ATBancorp from soliciting or providing information to any third party regarding any acquisition proposal or offers for competing transactions, subject to certain exceptions set forth in the Merger Agreement. Further, the Voting Agreement requires that the shareholders party thereto vote all of their shares of ATBancorp common stock in favor of the Merger and against alternative acquisition proposals. The shareholders that are party to the voting agreements described in this paragraph
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beneficially own in the aggregate 62.41% of the outstanding shares of ATBancorp common stock as of the ATBancorp record date. For further information, please see "The Merger AgreementVoting Agreement" beginning on page 127. Each party also has an obligation to submit its respective proposals to a vote by its shareholders.
Combining the two companies may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the Merger may not be realized.
MidWestOne and ATBancorp have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on the successful combination of the businesses of MidWestOne and ATBancorp. To realize these anticipated benefits and cost savings, after the completion of the Merger, MidWestOne expects to integrate ATBancorp's business into its own. It is possible that the integration process could result in the loss of key employees, the disruption of each company's ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company's ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the Merger. The loss of key employees could have an adverse effect on the companies' financial results and the value of their common stock. If MidWestOne experiences difficulties with the integration process, the anticipated benefits of the Merger may not be realized fully or at all, or may take longer to realize than expected.
The combined company expects to incur substantial expenses related to the Merger.
The combined company expects to incur substantial expenses in connection with consummation of the Merger and combining the business, operations, networks, systems, technologies, policies and procedures of the two companies. Although MidWestOne and ATBancorp have assumed that each party would incur a certain level of transaction and combination expenses, there are a number of factors beyond their control that could affect the total amount or the timing of their transaction combination expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Due to these factors, the transaction and combination expenses associated with the Merger could, particularly in the near term, exceed the savings that the combined company expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the combination of the businesses following the consummation of the Merger. As a result of these expenses, both MidWestOne and ATBancorp could take charges against their earnings before and after the completion of the Merger. Such charges taken in connection with the Merger could be significant, although the aggregate amount and timing of any such charges are uncertain at present.
The unaudited pro forma combined condensed consolidated financial information included in this document is illustrative only and the actual financial condition and results of operations after the Merger may differ materially.
The unaudited pro forma combined condensed consolidated financial information in this document is presented for illustrative purposes only and is not necessarily indicative of what MidWestOne's actual financial condition or results of operations would have been had the Merger been completed on the dates indicated. The pro forma combined condensed consolidated financial information reflects adjustments, which are based upon preliminary estimates, to record the ATBancorp identifiable tangible and intangible assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document. For more information, please see the section entitled "Certain Financial Information Regarding MidWestOne and ATBancorpUnaudited Pro Forma Condensed Combined Financial Information" beginning on page 28.
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The opinion of ATBancorp's financial advisor delivered to ATBancorp's board of directors, and the opinion of MidWestOne's financial advisor delivered to MidWestOne's board of directors, in each case prior to execution of the Merger Agreement, will not reflect any changes in circumstances that may have occurred since the respective dates of the opinions.
The fairness opinion of ATBancorp's financial advisor was delivered to ATBancorp's board of directors on August 20, 2018, and the fairness opinion of MidWestOne's financial advisor was delivered to MidWestOne's board of directors on August 21, 2018. Changes in the operations and prospects of ATBancorp or MidWestOne, general market and economic conditions and other factors which may be beyond the control of ATBancorp and MidWestOne may have altered the value of ATBancorp or MidWestOne or the prices of shares of ATBancorp common stock or MidWestOne common stock as of the date of this joint proxy statement/prospectus, or may alter such values and prices by the time the Merger is completed. The opinions from ATBancorp's and MidWestOne's respective financial advisors do and will not speak as of the date of this joint proxy statement/prospectus or the time the Merger is completed or any other date other than the respective dates of those opinions. For a description of the opinions of ATBancorp's and MidWestOne's respective financial advisors, please refer to the sections entitled "The MergerOpinion of ATBancorp's Financial Advisor" beginning on page 86 and "The MergerOpinion of MidWestOne's Financial Advisor" beginning on page 70.
ATBancorp shareholders will pay U.S. federal income tax on the Per Share Cash Consideration and cash received in connection with any fractional shares.
The Per Share Cash Consideration and cash received in connection with any fractional shares that ATBancorp shareholders receive in connection with the Merger will be taxable for U.S. federal income tax purposes. Each ATBancorp shareholder should consult its own tax advisor as to the tax consequences of the Merger in its particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local, foreign or other tax laws and of changes in those laws. This joint proxy statement/prospectus does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction, or under any U.S. federal laws other than those pertaining to the income tax nor does it address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010. See "Material U.S. Federal Income Tax Consequences of the Merger" beginning on page 129.
The amount of consideration to be received by shareholders exercising their appraisal rights is uncertain.
ATBancorp shareholders will have the right to demand appraisal of their shares of ATBancorp common stock and obtain payment in cash for the fair value of their shares, but only if they perfect their appraisal rights and comply with the applicable provisions of Iowa law. ATBancorp shareholders may or may not be entitled to receive more than the amount provided for in the Merger Agreement for their shares of ATBancorp common stock if they elect to exercise their appraisal rights with respect to the proposed Merger, depending on the appraisal of the fair value of the ATBancorp common stock. For this reason, the amount of cash that an ATBancorp shareholder might be entitled to receive should it elect to exercise its appraisal rights may be more or less than the value of the Merger consideration to be paid pursuant to the Merger Agreement. In addition, it is a condition in the Merger Agreement that the holders of not more than 7.5% of the outstanding shares of ATBancorp common stock shall have exercised their statutory dissenters' rights under Iowa law. The number of shares of ATBancorp shareholders that will exercise appraisal rights is not known and therefore there is no assurance of this closing condition being satisfied.
MidWestOne will be required to issue debt in order to finance the Per Share Cash Consideration.
As part of the Merger consideration, MidWestOne will pay each ATBancorp shareholder the Per Share Cash Consideration for each share of ATBancorp common stock owned by the shareholder. In
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order to pay the Per Share Cash Consideration, MidWestOne will be required to issue equity or debt, the proceeds from which would be used to pay the Per Share Cash Consideration. While MidWestOne currently expects to issue senior debt in order to finance the payment of the aggregate Per Share Cash Consideration, it is possible that MidWestOne will not be able to complete such an offering, or will not be able to complete such an offering on terms favorable to MidWestOne. Further, an issuance of senior debt could require MidWestOne to pledge its ownership interest in MidWestOne Bank, which could limit MidWestOne's ability to secure additional financing in the future.
Risks Related to the Ownership of MidWestOne Common Stock
An investment in MidWestOne common stock is not an insured deposit.
MidWestOne's common stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, any other deposit insurance fund or by any other public or private entity. Investment in MidWestOne common stock is inherently risky for the reasons described in this "Risk Factors" section and elsewhere in this report and is subject to the same market forces that affect the price of common stock in any company. As a result, an ATBancorp shareholder who acquires MidWestOne common stock in the Merger could lose some or all of the shareholder's investment.
The trading volume in MidWestOne common stock is less than that of other larger financial services companies.
Although MidWestOne's common stock is listed for trading on the NASDAQ Global Select Market, its trading volume is generally less than that of other, larger financial services companies, and investors are not assured that a liquid market will exist at any given time for MidWestOne common stock. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace at any given time of willing buyers and sellers of MidWestOne common stock. This presence depends on the individual decisions of investors and general economic and market conditions over which MidWestOne has no control. Given the lower trading volume of MidWestOne's common stock, significant sales of MidWestOne common stock, or the expectation of these sales, could cause MidWestOne's stock price to fall.
The holders of MidWestOne's junior subordinated debentures have rights that are senior to those of MidWestOne's shareholders.
MidWestOne currently has outstanding an aggregate of $23.8 million in junior subordinated debentures in connection with trust preferred securities issuances by MidWestOne's statutory trust subsidiaries and will assume pursuant to the Merger an additional $19.5 million in junior subordinated debentures in connection with trust preferred securities issuances by ATBancorp's statutory trust subsidiaries and $10.8 million of ATBancorp's subordinated debentures. MidWestOne conditionally guarantees payments of the principal and interest on the trust preferred securities. The junior subordinated debentures and the subordinated debentures are senior to MidWestOne's shares of common stock. As a result, MidWestOne must make payments on the junior subordinated debentures (and the related trust preferred securities) and the subordinated debentures before any dividends can be paid on MidWestOne common stock and, in the event of MidWestOne's bankruptcy, dissolution or liquidation, the holders of the debentures must be satisfied before any distributions can be made to the holders of MidWestOne common stock. Additionally, MidWestOne has the right to defer periodic distributions on the junior subordinated debentures (and the related trust preferred securities) for up to 20 consecutive quarters, during which time MidWestOne would be prohibited from paying dividends on its common stock. MidWestOne's ability to pay the future distributions depends upon the earnings of MidWestOne Bank and the dividends from MidWestOne Bank to MidWestOne, which may be inadequate to service the obligations.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this document that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, notwithstanding that such statements are not specifically identified as such. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of plans, objectives and expectations of MidWestOne, ATBancorp or their respective management or boards of directors, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as "believes," "anticipates," "expects," "intends," "targeted," "projected," "continue," "remain," "will," "should," "could," "may" and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements and the lack of such an identifying word does not necessarily indicate the absence of a forward-looking statement.
Forward-looking statements are based on assumptions and involve risks and uncertainties, many of which are beyond MidWestOne's and ATBancorp's control, which may cause actual results to differ materially from those discussed in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to: