Midwest Banc sets exchange ratio for convertibles, extends offer

By Angela McDaniels

Tacoma, Wash., Jan. 12 - Midwest Banc Holdings, Inc. will issue 7.0886 shares of common stock for each depositary share accepted in its exchange offer, and the offer has been extended to 5 p.m. ET on Jan. 14, according to a company news release.

The depositary shares represent the company's series A non-cumulative redeemable convertible perpetual preferred stock. Each depositary share has a liquidation amount of $25.00 and represents one one-hundredth of a preferred.

The exchange offer began Dec. 3 and was previously scheduled to expire at 5 p.m. ET on Jan. 13.

The exchange ratio was determined by dividing $2.80 by $0.3950, which was the average volume-weighted average price of the company's common stock during the five consecutive trading days that ended on Jan. 11.

Midwest Banc is not offering any consideration for undeclared dividends.

Consent solicitation

As previously reported, the company is also seeking approval to amend the certificate of designation of the preferreds.

According to the preliminary proxy statement filed with the Securities and Exchange Commission, Midwest is seeking approval to eliminate the requirements that:

• Full dividends must have been paid on the preferreds before the company can pay dividends on its common stock or any other securities junior to the preferreds;

• If full dividends are not paid in full on the preferreds, dividends on all series of stock ranking equally with the preferreds must be declared on a proportional basis;

• A series of preferred stock ranking equally with the preferreds cannot be issued without the approval of holders of the depositary shares if the new series will have cumulative dividends; and

• No dividends will be paid or declared on any particular series of preferred stock unless dividends are paid or declared pro rata on all shares of outstanding preferred stock that rank equally as far as dividends.

The amendments would also eliminate the right of holders of depositary shares to elect two directors if dividends have not been paid for six quarterly dividend periods.

Finally, the company is also seeking approval to issue a senior class of convertible preferred stock to the U.S. Treasury in exchange for the existing $84.78 million of series T fixed-rate cumulative perpetual preferred stock it holds.

Holders who tender must consent to the changes.

The record date for holders of the depositary shares entitled to vote on the changes is Nov. 27.

Capital plan

Midwest said the exchange offer is part of its larger capital plan designed to increase its common equity capital so that it can withstand continued and potentially more adverse economic conditions and credit scenarios.

The other elements of the capital plan include negotiating with the company's primary lender to restructure $55 million of senior debt and $15 million of subordinated debt, selling common and/or convertible preferred stock in one or more private or public offerings and asking the U.S. Treasury to exchange the series T preferreds for a new series of convertible preferred stock that would later be converted into common stock.

The company said the credit quality of Midwest Bank and Trust Co.'s loan portfolio continued to deteriorate in the fourth quarter and that it expects the bank will be undercapitalized as of Dec. 31.

The continued deterioration of the loan portfolio could result in the company's inability to access sufficient and cost-effective sources of liquidity necessary to fund its operations and meet its payment obligations under its existing funding commitments, Midwest said.

Illinois Stock Transfer Co. (800 757-5755) is the exchange agent, and Morrow & Co., LLC (800 483-1314 or, for banks and brokerage firms, 203 658-9400) is the information agent.

Melrose Park, Ill.-based Midwest Banc is the holding company for Midwest Bank and Trust.

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