And Exchange Commission
Washington, DC 20549
Report Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
|(State or Other Jurisdiction of Incorporation)||(Commission File Number)||(IRS Employer Identification No.)|
(Address of Principal Executive Offices) (Zip Code)
telephone number, including area code:
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Securities registered pursuant to Section 12(b) of the Act:
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b– 2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Item 7.01.||Regulation FD Disclosure.|
Midland States Bancorp, Inc. (the “Company”) is filing a slide from its investor presentation (the “Presentation”) that contains updated information on capital ratios and capital strategy. The Presentation will be used by the Company in meetings with investors and analysts. A copy of the slide is attached hereto as Exhibit 99.1 and is incorporated herein by reference. No other changes have been made to the Presentation filed on Form 8-K dated August 1, 2022.
The information in this Item 7.01 and the attached exhibits shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
|Item 9.01||Financial Statements and Exhibits.|
|99.1||Midland States Bancorp, Inc. Updated Slide from Investor Presentation|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: September 6, 2022||Midland States Bancorp, Inc.|
|By:||/s/ Douglas J. Tucker|
|Name:||Douglas J. Tucker|
|Title:||Senior Vice President and Corporate Counsel|
1 Capital Ratios and Strategy Capital Ratios (as of 6/30/22) 6.22% 7.66% 7.98% 8.63% 11.44% 6.17% 7.66% 9.41% 10.27% 12.49% 0.00% 5.00% 10.00% 15.00% TCE/TA Tier 1 Common Tier 1 Leverage Tier 1 RBC Total RBC Consolidated Consolidated Pro Forma* *Pro Forma reflects impact of $115 million preferred stock offering in August 2022 Capital Strategy » Strengthened capital ratios with issuance of $115 million of non - cumulative preferred stock in August 2022 ▪ Included as Tier 1 Regulatory Capital ▪ 7.75% with reset at 5 years » Reduce cost of funds by redeeming $40 million of sub - debt with rate of 6.25% in October » Internal capital generated from strong profitability and slower balance sheet growth expected to raise TCE ratio to 7.00% - 7.75% by the end of 2023 » Capital actions and strong profitability expected to enable MSBI to raise capital ratios while maintaining current dividend payout