UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  June 8, 2017

Midland States Bancorp, Inc.

(Exact Name of Registrant as Specified in Charter)

1201 Network Centre Drive
Effingham, Illinois 62401
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (217) 342-7321

N/A
(Former Name or Former Address, if Changed Since Last Report.)

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):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company  x

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.  x

Explanatory Note

On June 12, 2017, Midland States Bancorp, Inc., an Illinois corporation (“Midland”), filed a Current Report on Form 8-K (the “Initial Report”) to report that on June 9, 2017, Midland completed the acquisition of Centrue Financial Corporation, a Delaware corporation (“Centrue”). This Form 8-K/A amends the Initial Report to include the historical audited financial statements of Centrue and the unaudited pro forma condensed combined financial information required by Items 9.01(a) and 9.01(b) of Form 8-K that were excluded from the Initial Report in reliance on the instructions to such items. This Form 8-K/A should be read in conjunction with the Initial Report.

Item 9.01.  Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited consolidated balance sheet of Centrue as of December 31, 2016, the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for the year ended December 31, 2016, the notes related thereto and the Report of Crowe Horwath LLP, independent registered public accounting firm, dated March 2, 2017, were filed in Centrue’s Annual Report on Form 10-K filed on March 2, 2017 and are incorporated by reference herein.

The unaudited consolidated balance sheet of Centrue as of March 31, 2017, the related consolidated statements of income and comprehensive income, and cash flows for the three months ended March 31, 2017, and the notes related thereto were filed in Centrue’s Quarterly Report on Form 10-Q filed on May 10, 2017 and are incorporated by reference herein.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheet of Midland and Centrue as of March 31, 2017, unaudited pro forma condensed combined statement of income of Midland and Centrue for the year ended December 31, 2016 and for the three months ended March 31, 2017, and the notes related thereto, are filed herewith as Exhibit 99.3.

(d)  Exhibits.

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SIGNATURES

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.

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EXHIBIT INDEX

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statements on Form S-8 (File Number 333-211963) and on Form S-3 (File Number 333-219097) of Midland States Bancorp, Inc. of our report dated March 2, 2017 on the consolidated financial statements which is included in the Annual Report on Form 10-K of Centrue Financial Corporation.

/s/ Crowe Horwath LLP

Oak Brook, Illinois

August 7, 2017

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL INFORMATION

The following tables show unaudited pro forma financial information about the financial condition and results of operations of Midland States Bancorp, Inc. (“Midland”), including per share data, after giving effect to the merger with Centrue Financial Corporation (“Centrue”) and other pro forma adjustments. The unaudited pro forma financial information assumes that the merger is accounted for under the acquisition method of accounting for business combinations in accordance with GAAP, and that the assets and liabilities of Centrue will be recorded by Midland at their respective fair values as of the date the merger is completed. The unaudited pro forma condensed combined balance sheet as of March 31, 2017 gives effect to the merger as if it had occurred on that date. The unaudited pro forma condensed combined income statements for the three months ended March 31, 2017 and the year ended December 31, 2016 give effect to the merger as if it had become effective on January 1, 2016.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the financial results of the combined company that would have been achieved had the transaction been completed as of the dates indicated or that may be achieved in the future. The unaudited pro forma condensed combined financial information also does not consider any expense efficiencies or other potential financial benefits of the merger.  In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the pro forma 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 in Midland’s consolidated financial statements upon completion of the merger.

The preparation of the unaudited pro forma condensed combined financial information and related adjustments required management to make certain assumptions and estimates as of the dates hereof — actual amounts are in the process of being determined. The unaudited pro forma condensed combined financial statements should be read together with:

·                  The accompanying notes to the unaudited pro forma condensed combined financial information;

·                  Midland’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2016 included in Midland’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission (the “SEC”) on March 10, 2017;

·                  Centrue’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2016 included in Centrue’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2017;

·                  Midland’s separate unaudited historical consolidated financial statements and accompanying notes as of and for the three months ended March 31, 2017 included in Midland’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the SEC on May 10, 2017;

·                  Centrue’s separate unaudited historical consolidated financial statements and accompanying notes as of and for the three months ended March 31, 2017 included in Centrue’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the SEC on May 10, 2017.

Unaudited Pro Forma Condensed Combined Balance Sheet

March 31, 2017

(dollars in thousands, except for share and per share data)

Unaudited Pro Forma Condensed Combined Statement of Income

for the Three Months Ended March 31, 2017

(dollars in thousands, except per share data)

Unaudited Pro Forma Condensed Combined Statement of Income

for the Year Ended December 31, 2016

(in thousands, except per share data)

Note 1—Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared under the acquisition method of accounting for business combinations. The unaudited pro forma condensed combined statements of income for the three months ended March 31, 2017 and the year ended December 31, 2016 are presented as if the acquisition occurred on January 1, 2016. The unaudited pro forma condensed combined balance sheet as of March 31, 2017 is presented as if the acquisition occurred as of that date. This information is not intended to reflect the actual results that would have been achieved had the acquisition actually occurred on those dates. The pro forma adjustments are preliminary, based on estimates, and are subject to change as more information becomes available and after final analyses of the fair values of both tangible and intangible assets acquired and liabilities assumed are completed. Accordingly, the final fair value adjustments may be materially different from those presented in this document.

Note 2 — Purchase Price

Midland completed the acquisition of Centrue on June 9, 2017. Pursuant to the merger agreement, each issued and outstanding share of Centrue common stock was converted into either $26.75 in cash or 0.7604 shares of Midland common stock. The total number of outstanding shares of Centrue common stock entitled to receive cash consideration did not exceed 35%. Midland also issued 2,636 shares of preferred stock as part of the consideration. The fair value of the preferred stock issued was based on a third-party valuation.

Note 3 — Allocation of Purchase Price

Under the acquisition method of accounting, the total purchase price is allocated to the acquired tangible and intangible assets and assumed liabilities of Centrue based on their estimated fair value as of the closing of the transaction. The excess of the purchase price over the fair value of the net assets acquired, net of deferred taxes, is allocated to goodwill. Estimated fair value adjustments included in the pro forma financial statements are based upon available information, and certain assumptions considered reasonable, and may be revised as additional information becomes available. The following are the pro forma adjustments made to record the acquisition and to adjust Centrue’s assets and liabilities to their estimated fair values at March 31, 2017.

The following pro forma adjustments are reflected in the unaudited pro forma condensed combined financial information. All taxable adjustments were calculated using a 39.25% 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:

A.            Cash paid for Centrue common stock of $61.0 million (of which $40.0 million was borrowed against a note payable with a three-year term, bearing interest at an interest rate of one-month LIBOR plus 225 basis points) and Centrue’s estimated transaction expenses, net of tax, of $1.1 million.

B.            Fair value adjustment on investment securities based on management’s estimate, which will be accreted on a level-yield basis over the remaining life of the investment securities.

C.            Fair value adjustment on loans based on an $11.3 million discount to adjust for credit deterioration of the acquired portfolio and a $1.1 million premium for the impact of changes in market interest rates. The net fair value adjustment of $10.2 million is expected to be accreted over an estimated 6 year remaining life of the respective loans in a manner that approximates level yield.

D.            Elimination of Centrue’s allowance for loan losses.

E.             Fair value adjustment on premises and equipment based on management’s estimate.

F.              Fair value adjustment on other real estate owned based on management’s estimate.

G.            Fair value adjustment on mortgage servicing rights based on management’s estimate.

H.           Adjustment to record estimate of core deposit intangible asset that will be recognized as part of the purchase accounting transaction. The core deposit intangible is assumed to be amortized using the sum of year’s digits method over an 8 year life.

I.                Adjustment to record estimate of goodwill that will be recognized as part of the transaction — see the allocation of purchase price calculation above.

J.                Fair value adjustment on other assets based on management’s estimate.

K.            Fair value adjustment on time deposits to reflect estimated current interest rates.

L.             Adjustment to record $40.0 million note payable (see A above) and fair value adjustment on FHLB advances to reflect estimated current interest rates.

M.         Fair value adjustment on trust preferred securities to reflect estimated current interest rates. Amortization is projected to be on a straight line basis over the remaining life of the trust preferred securities.

N.            Fair value adjustment on other liabilities based on management’ estimate and adjustment of $0.9 million to record the net deferred tax liability related to the fair value adjustments and core deposit intangible resulting from book versus tax timing differences valued at an estimated tax rate of 39.25%.

O.            Fair value adjustment on 2,636 shares of preferred stock issued as a component of the consideration paid by Midland.

P.              Adjustment to record the elimination of Centrue’s shareholders’ equity of $125.8 million and the issuance of $112.5 million in common shares by Midland for the merger.

Q.            Adjustment to record the elimination of 6,513,694 shares of Centrue common stock and the issuance of 3,219,238 shares of Midland common stock for the merger.

R.            Adjustment to record accretion on the net credit / interest rate adjustment on the loan portfolio.

S.              Adjustment to record estimate of yield adjustment for interest income on investment securities.

T.             Adjustment to record amortization of interest rate adjustment on time deposits.

U.            Adjustment to record estimate of interest expense on the note payable and amortization of interest rate adjustment on FHLB advances.

V.            Adjustment to record accretion estimate of interest rate mark on trust preferred securities.

W.         Adjustment to record amortization estimate of core deposit intangible.

X.            Adjustment to record tax effects at an estimated effective tax rate of 39.25%.

Note 4 — Estimated Merger Costs

The table below reflects Midland’s current estimate of the aggregated merger costs of $11.1 million (net of $7.2 million of income taxes using a 39.25% tax rate) expected to be incurred in connection with the merger, which are excluded from the pro forma financial statements.  The current estimates of these costs are as follow: