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ALPINE FINANCIAL STATEMENTS
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As filed with the Securities and Exchange Commission on December 6, 2017

Registration No. 333-221909


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

Amendment No. 1
to

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

MIDLAND STATES BANCORP, INC.
(Exact name of registrant as specified in its charter)

Illinois
(State or other jurisdiction of
incorporation or organization)
  6022
(Primary Standard Industrial
Classification Code Number)
  37-1233196
(I.R.S. Employer
Identification Number)

1201 Network Centre Drive
Effingham, Illinois 62401
(217) 342-7321

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Jeffrey G. Ludwig
Executive Vice President and Chief Financial Officer
Midland States Bancorp, Inc.
1201 Network Centre Drive
Effingham, Illinois 62401
(217) 342-7321

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Dennis R. Wendte
Bill Fay
Barack Ferrazzano Kirschbaum &
Nagelberg LLP
200 W. Madison Street, Suite 3900
Chicago, Illinois 60603
(312) 984-3100

 

Douglas J. Tucker
Senior Vice President and
Corporate Counsel
Midland States Bancorp, Inc.
1201 Network Centre Drive
Effingham, Illinois 62401
(217) 342-7321

 

Matthew C. Boba
John J. Martin
Chapman and Cutler LLP
111 W. Monroe Street
Chicago, Illinois 60606
(312) 516-1451

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this registration statement becomes effective and all other conditions to the proposed merger described herein have been satisfied or waived.

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

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

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

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

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

Emerging growth company ý

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

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

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

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

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

   


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EXPLANATORY NOTE

        This pre-effective Amendment No. 1 to the Registration Statement on Form S-4 of Midland States Bancorp, Inc. is being filed solely to correct a typographical error in the "Experts" section of the joint proxy statement/prospectus included herein.


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The information in this joint proxy statement/prospectus is not complete and may be changed. We may not offer or sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 6, 2017

PROXY STATEMENT   PROSPECTUS

LOGO

 

LOGO

Merger Proposal—Your Vote Is Important

          On October 16, 2017, Midland States Bancorp, Inc. (which we refer to as "Midland"), Alpine Bancorporation, Inc. (which we refer to as "Alpine"), and Peak Midland Acquisition, LLC, a wholly owned subsidiary of Midland (which we refer to as "Merger Sub"), entered into an Agreement and Plan of Merger (which we refer to as the "merger agreement") pursuant to which Midland has agreed to acquire Alpine through the merger of Alpine with and into Merger Sub (which we refer to as the "merger"). Immediately following the merger or at such later time as Midland may determine in its sole discretion, Alpine Bank & Trust Co., an Illinois state-chartered bank and wholly owned subsidiary of Alpine, will merge with and into Midland States Bank, an Illinois state-chartered bank and wholly owned subsidiary of Midland.

          In the merger, Midland will pay an aggregate of $33,306,000 in cash and issue an aggregate of 4,463,200 shares of Midland common stock. Based on 8,449,278 shares of Alpine common stock outstanding as of [    ·    ], the latest practicable date before the date of this proxy statement/prospectus, each share of Alpine common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive $3.94 in cash and 0.5282 shares of Midland common stock, subject to possible adjustment, including a possible reduction to the extent that Alpine's adjusted total tangible shareholders' equity at closing is less than $105.4 million, and with cash paid in lieu of fractional shares. As of September 30, 2017, Alpine's total tangible shareholders' equity was approximately $110.5 million. Alpine restricted stock units will vest and be settled in cash at the effective time of the merger based on a value of $19.55 per share.

          Among other termination rights described in this joint proxy statement/prospectus, Alpine is entitled to terminate the merger agreement if the volume-weighted average closing price of Midland common stock over the 20-day period prior to the receipt of applicable regulatory approvals (i) is less than $23.88 per share and (ii) represents a percentage change, relative to a base value of $29.85 per share of Midland common stock, that is more than 20% below the percentage change in the KBW Nasdaq Regional Banking Index, measured by comparing the average closing value of that index over that 20-day period to a base value of $100.40, unless Midland elects to cure either of these deficiencies by increasing the stock portion of the merger consideration.

          Based on the closing price of Midland common stock as reported on the Nasdaq Global Select Market of $33.10 as of October 13, 2017, the trading day immediately preceding the public announcement of the merger, the implied merger consideration that an Alpine shareholder would be entitled to receive for each share of Alpine common stock owned would be $21.42 with an aggregate transaction value of approximately $181.0 million. Based on the closing price of Midland common stock as reported on the Nasdaq Global Select Market of $[    ·    ] as of [    ·    ], the latest practicable date before the date of this proxy statement/prospectus, the implied merger consideration that an Alpine shareholder would be entitled to receive for each share of Alpine common stock owned would be $[    ·    ] with an aggregate transaction value of approximately $[    ·    ] million.

          Upon closing of the merger, the former shareholders of Alpine are expected to own approximately [    ·    ]% of Midland's outstanding common stock, based on the number of shares of Midland common stock and Alpine common stock outstanding as of [    ·    ].

          Midland's common stock currently trades on the Nasdaq Global Select Market under the symbol "MSBI." Alpine common stock is privately held and not traded in any public market. The shares of Midland common stock issued pursuant to the merger will be registered under the Securities Act of 1933, as amended, and will trade on the Nasdaq Global Select Market.

          We cannot complete the merger unless we obtain the necessary governmental and regulatory approvals and approvals from the common shareholders of both companies as described herein. Accordingly, we are asking our common shareholders to vote on these matters at our respective special meetings of shareholders, the details of which are set forth below.

For shareholders of Midland:   For shareholders of Alpine:

[·]

 

[·]

          This joint proxy statement/prospectus contains a more complete description of the merger agreement and the special meetings. You should read this entire joint proxy statement/prospectus carefully because it contains important information about the merger. In particular, you should read the information under the section entitled "Risk Factors" beginning on page 28. You may also obtain information about Midland from documents that it has filed with the Securities and Exchange Commission (which we refer to as the "SEC").

          The board of directors of Midland unanimously recommends that the Midland shareholders vote "FOR" approval of the issuance of shares of Midland common stock in connection with the merger and "FOR" the Midland adjournment proposal described herein. The board of directors of Alpine unanimously recommends that the Alpine shareholders vote "FOR" adoption of the merger agreement and "FOR" the approval of the Alpine adjournment proposal described herein.

          YOUR VOTE IS IMPORTANT.    Whether or not you plan to attend your company's meeting, please take the time to vote by following the voting instructions included in the enclosed proxy card. Submitting a proxy now will not prevent you from being able to vote in person at your company's special meeting.

Thank you for your cooperation and continued support.

Sincerely,

GRAPHIC   GRAPHIC
Leon J. Holschbach
President and Chief Executive Officer
Midland States Bancorp, Inc.
  Rex K. Entsminger
President and Chief Executive Officer
Alpine Bancorporation, Inc.

          Neither the SEC nor any state securities regulatory body has approved or disapproved of the securities to be issued under this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

          The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or nonbank subsidiary of any of the parties, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

          This joint proxy statement/prospectus is dated [    ·    ], and is first being mailed to Midland's and Alpine's shareholders on or about [    ·    ].


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LOGO


Notice of Special Meeting of Shareholders

Date:

  [·], 2018    

Time:

 

[·], local time

   

Place:

 

[·]

   

Dear Fellow Shareholders:

        NOTICE IS HEREBY GIVEN that Midland States Bancorp, Inc. (which we refer to as "Midland") will hold a special meeting of shareholders on [    ·    ], 2018 at [    ·    ], local time, at [    ·    ]. The purpose of the meeting is to consider and vote on the following matters:

        Holders of record of Midland common stock at the close of business on [    ·    ] are entitled to receive this notice and to vote at the special meeting and any adjournments or postponements thereof. Approval of the Midland share issuance proposal and the Midland adjournment proposal will each require the affirmative vote of a majority of the shares represented at the meeting.

        The board of directors of Midland unanimously recommends that you vote "FOR" approval of the Midland share issuance proposal and "FOR" approval of the Midland adjournment proposal.

        Your vote is important. Whether or not you plan to attend the meeting, please act promptly to vote your shares. You may vote your shares by telephone or over the internet or by completing, signing and dating a proxy card and returning it in the accompanying postage paid envelope. Please review the instructions for each of your voting options described in this joint proxy statement/prospectus. If you attend the meeting, you may vote your shares in person, even if you have previously submitted a proxy in writing, by telephone or through the internet. Submitting a proxy will ensure that your shares are represented at the meeting.

    By Order of the Board of Directors,

 

 

GRAPHIC
    Leon J. Holschbach
President and Chief Executive Officer

Effingham, Illinois
[    
·    ]


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LOGO

Alpine Bancorporation, Inc.

Notice of Special Meeting of Shareholders

Date:   [·], 2018

Time:

 

[·], local time

Place:

 

[·]

Dear Fellow Shareholders:

        NOTICE IS HEREBY GIVEN that Alpine Bancorporation, Inc. (which we refer to as "Alpine") will hold a special meeting of shareholders on [    ·    ], 2018 at [    ·    ], local time, at [    ·    ] (which we refer to as the "Alpine special meeting"). The purpose of the meeting is to consider and vote on the following matters:

        Holders of record of Alpine common stock at the close of business on [    ·    ] are entitled to receive this notice, and holders of Alpine common stock as of such time are entitled to vote at the special meeting and any adjournments or postponements thereof. A majority of the shares entitled to vote, represented in person or by proxy, will constitute a quorum for the Alpine special meeting. Adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Alpine common stock entitled to vote. Approval of the Alpine adjournment proposal requires the affirmative vote of the holders of a majority of the shares of Alpine common stock present in person or represented by proxy at the meeting and entitled to vote.

        The board of directors of Alpine unanimously recommends that you vote "FOR" adoption of the merger agreement and "FOR" approval of the Alpine adjournment proposal.

        Your vote is important. Whether or not you plan to attend the meeting, please act promptly to vote your shares. You may vote your shares by telephone or over the internet or by completing, signing and dating a proxy card and returning it in the accompanying postage paid envelope. Please review the instructions for each of your voting options described in this joint proxy statement/prospectus. If you attend the meeting, you may vote your shares in person, even if you have previously submitted a proxy in writing, by telephone or through the internet. Submitting a proxy will ensure that your shares are represented at the meeting.

        You will be sent a letter of transmittal separately on a later date. Please do not send in your stock certificates at this time.

        Under Delaware law, if the merger is completed, Alpine shareholders of record who do not vote to adopt the merger agreement, and otherwise comply with the applicable provisions of Delaware law pertaining to objecting shareholders set forth in this joint proxy statement/prospectus, will be entitled to exercise rights of appraisal and obtain payment in cash for the fair value of their shares of Alpine


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common stock. A copy of the section of the Delaware General Corporation Law pertaining to objecting shareholders' rights of appraisal is included as Annex D to this joint proxy statement/prospectus.

    By Order of the Board of Directors,

 

 

GRAPHIC
    Rex K. Entsminger
President and Chief Executive Officer

Belvidere, Illinois
[    
·    ]


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REFERENCES TO ADDITIONAL INFORMATION

        This joint proxy statement/prospectus incorporates important business and financial information about Midland from documents filed with the SEC that are not included in or delivered with this joint proxy statement/prospectus. For a listing of the documents incorporated by reference into this joint proxy statement/prospectus, please see "Incorporation of Certain Midland Documents by Reference." No information regarding Alpine has been incorporated by reference into this joint proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by Midland, free of charge, from the SEC's website at http://www.sec.gov. You may also request copies of these documents, including documents incorporated by reference in this joint proxy statement/prospectus by Midland, free of charge, by written or oral request by contacting Midland at the following address and telephone number:

Midland States Bancorp, Inc.
1201 Network Centre Drive
Effingham, Illinois 62401
Telephone: (217) 342-7321

        The section of this joint proxy statement/prospectus entitled "Where You Can Find More Information" has additional information about obtaining copies of documents that Midland has filed with the SEC.

        You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of your special meeting.

        This means that Alpine shareholders requesting documents must do so by [    ·    ], to receive them before the special meeting of shareholders of Alpine (which we refer to as the "Alpine special meeting") and that Midland shareholders requesting documents must do so by [    ·    ], to receive them before the special meeting of shareholders of Midland (which we refer to as the "Midland special meeting").


ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

        This document, which forms part of a registration statement on Form S-4 filed with the SEC by Midland (File No. 333-221909), constitutes a prospectus of Midland under Section 5 of the Securities Act of 1933, as amended (which we refer to as the "Securities Act") with respect to the shares of common stock, par value $0.01 per share, of Midland (which we refer to as "Midland common stock") to be issued pursuant to the Agreement and Plan of Merger, dated as of October 16, 2017, by and among Midland, Merger Sub and Alpine. This document also constitutes a proxy statement of each of Midland and Alpine under Section 14(a) of the Securities Exchange Act of 1934, as amended (which we refer to as the "Exchange Act"). It also includes notices with respect to the Midland special meeting and the Alpine special meeting. These proxy materials are furnished in connection with proxy solicitations being conducted by the board of directors of Midland and the board of directors of Alpine.

        Midland has supplied all information contained in this joint proxy statement/prospectus relating to Midland, and Alpine has supplied all information contained or incorporated by reference in this joint proxy statement/prospectus relating to Alpine.

        You should rely only on the information contained in, or incorporated by reference into, this document. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated [    ·    ], and, unless otherwise indicated, you should assume that the information in this document is accurate only as of such date and that the information incorporated by reference into this document is accurate only as of the date of such incorporated document.

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


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TABLE OF CONTENTS

 
  Page  

QUESTIONS AND ANSWERS ABOUT THE MERGER

    1  

SUMMARY

    9  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF MIDLAND

    18  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ALPINE

    21  

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

    23  

COMPARATIVE HISTORICAL AND UNAUDITED PER COMMON SHARE DATA

    25  

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

    26  

RISK FACTORS

    28  

Risks related to the merger and Midland's business upon completion of the merger

    28  

Risks related to Midland's business, the business environment and Midland's industry

    33  

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

    34  

THE MIDLAND SPECIAL MEETING

    36  

Purpose

    36  

Record date, shares entitled to vote, quorum

    36  

How to vote your shares

    37  

Shares held in "street name"

    37  

Revocation of proxies

    38  

Proxy solicitation

    38  

THE MIDLAND PROPOSALS

    38  

Proposal 1—Approval of the issuance of shares of Midland common stock in connection with the merger

    38  

Proposal 2—Adjournment of the Midland special meeting

    38  

THE ALPINE SPECIAL MEETING

    39  

Purpose

    39  

Record date, shares entitled to vote, quorum

    40  

How to vote your shares

    40  

Shares held in "street name"

    40  

Revocation of proxies

    41  

Proxy solicitation

    41  

THE ALPINE PROPOSALS

    41  

Proposal 1—Adoption of the merger agreement

    41  

Proposal 2—Adjournment of the Alpine special meeting

    42  

THE MERGER

    43  

General

    43  

Background of the merger

    43  

Midland's reasons for the merger and recommendation of the board of directors

    47  

Alpine's reasons for the merger and recommendation of the board of directors

    48  

Opinion of Sheshunoff & Co. Investment Banking,  L.P. 

    51  

Certain unaudited prospective financial information of Alpine

    59  

Accounting treatment of the merger

    60  

Regulatory approvals

    61  

Interests of certain persons in the merger

    61  

Voting agreement

    64  

Restrictions on resale of Midland common stock

    64  

Alpine shareholder appraisal rights

    64  

Financing

    69  

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

    70  

Tax Consequences of the Merger

    71  

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  Page  

Cash in Lieu of Fractional Shares of Midland Common Stock

    72  

Medicare Tax on Unearned Income

    72  

Backup Withholding and Information Reporting

    73  

Tax Implications to Non-U.S. Shareholders

    73  

DESCRIPTION OF THE MERGER AGREEMENT

    74  

General

    74  

Closing and effective time

    74  

Merger consideration

    74  

Exchange procedures

    76  

Conduct of business pending the merger

    77  

Certain covenants of the parties

    79  

No solicitation of or discussions relating to an acquisition proposal

    80  

Representations and warranties

    80  

Conditions to completion of the merger

    81  

Termination

    83  

Termination fee

    84  

Nasdaq stock listing

    85  

Amendment

    85  

ADDITIONAL INFORMATION ABOUT ALPINE

    85  

Business

    85  

Share ownership of directors and officers and certain beneficial owners

    91  

Management's discussion and analysis of financial condition and results of operations

    93  

Quantitative and qualitative disclosures about market risk

    112  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

    115  

COMPARISON OF RIGHTS OF MIDLAND SHAREHOLDERS AND ALPINE SHAREHOLDERS

    123  

SHAREHOLDER PROPOSALS

    132  

LEGAL MATTERS

    133  

EXPERTS

    133  

WHERE YOU CAN FIND MORE INFORMATION

    133  

INCORPORATION OF CERTAIN MIDLAND DOCUMENTS BY REFERENCE

    134  

ALPINE FINANCIAL STATEMENTS

    F-1  

Annex A—Merger Agreement

   
A-1
 

Annex B—Voting Agreement

    B-1  

Annex C—Opinion of Sheshunoff & Co. Investment Banking, L.P. 

    C-1  

Annex D—Section 262 of the Delaware General Corporation Law

    D-1  

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QUESTIONS AND ANSWERS ABOUT THE MERGER

        The following questions and answers are intended to briefly address some commonly asked questions regarding the merger, the merger agreement and the special meetings. We urge you to read carefully the remainder of this joint proxy statement/prospectus 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. See "Where You Can Find More Information."

Q:
What is the proposed transaction?

A:
Midland States Bancorp, Inc. (which we refer to as "Midland"), Alpine Bancorporation, Inc. (which we refer to as "Alpine"), and Peak Midland Acquisition, LLC, a wholly owned subsidiary of Midland (which we refer to as "Merger Sub"), have entered into an Agreement and Plan of Merger, dated as of October 16, 2017 (which we refer to as the "merger agreement"), that provides for the merger of Alpine with and into Merger Sub (which we refer to as the "merger"). The merger is anticipated to be completed during the first quarter of 2018, subject to the satisfaction or waiver of the conditions described in this joint proxy statement/prospectus. Following the completion of the merger, Midland intends to merge Alpine Bank & Trust Co., Alpine's wholly owned bank subsidiary (which we refer to as "Alpine Bank"), with and into Midland States Bank, Midland's wholly owned bank subsidiary, with Midland States Bank as the surviving bank (which we refer to as the "bank merger"). At such time, Alpine Bank's banking offices will become banking offices of Midland States Bank.

Q:
What will Alpine shareholders be entitled to receive in the merger?

A:
If the merger is completed, Midland will pay an aggregate of $33,306,000 in cash and issue an aggregate of 4,463,200 shares of Midland common stock. Based on 8,449,278 shares of Alpine common stock outstanding as of [    ·    ], the latest practicable date before the date of this proxy statement/prospectus, each share of Alpine common stock issued and outstanding immediately prior to the effective time of the merger (other than shares owned by Alpine, Midland or Merger Sub and any dissenting shares), will be converted into the right to receive $3.94 in cash and 0.5282 shares of Midland common stock (which we refer to as the "exchange ratio"), subject to certain adjustments, as described in this joint proxy statement/prospectus, and with cash paid in lieu of fractional shares. The merger consideration will be adjusted downward to the extent that Alpine's total adjusted tangible shareholders' equity at closing is less than $105.4 million. As of September 30, 2017, Alpine's total tangible shareholders' equity was approximately $110.5 million.
Q:
Will the exchange ratio adjust based on the trading price of Midland common stock prior to closing?

A:
No, the exchange ratio is fixed and will not increase or decrease solely due to changes in the trading price of Midland common stock prior to the closing of the merger. However, the merger agreement includes what is commonly referred to as a "double-trigger termination provision," which permits Alpine to terminate the merger agreement if the volume-weighted average closing price of Midland common stock over the 20-day period prior to the receipt of applicable regulatory approvals (i) is less than $23.88 per share and (ii) represents a percentage change, relative to a base value of $29.85 per share of Midland common stock, that is more than 20%

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Q:
Is the merger consideration subject to adjustment?

A:
The merger consideration is subject to potential adjustment in three circumstances:

If Alpine's total adjusted tangible shareholders' equity as of the close of business on the final day of the month immediately preceding the closing date of the merger reflects total tangible shareholders' equity, as adjusted pursuant to the merger agreement, of less than $105.4 million, then the cash component of the merger consideration will be reduced by the amount of such deficiency. As of September 30, 2017, Alpine's total tangible shareholders' equity was approximately $110.5 million.

If the volume-weighted average closing price of Midland common stock over the 20-day period prior to the date on which all required regulatory approvals have been received, disregarding any regulatory waiting period (which date we refer to as the "determination date") (i) is less than $23.88 per share and (ii) represents a percentage change, relative to a base value of $29.85 per share of Midland common stock, that is more than 20% below the percentage change in the KBW Nasdaq Regional Banking Index, measured by comparing the average closing value of that index over that 20-day period to a base value of $100.40, then Alpine will have the right to terminate the merger agreement unless Midland elects to cure either of these deficiencies by increasing the exchange ratio.

If, prior to the effective time of the merger, shares of Midland common stock are changed into a different number of shares or a different class of shares pursuant to any stock dividend, subdivision, reclassification, recapitalization, split, combination, or exchange of shares, an appropriate adjustment will be made to the exchange ratio so as to provide the holders of Alpine common stock with the same economic effect as contemplated by the merger agreement prior to such event.

Q:
What is the value of the per share merger consideration?

A:
The per share value of the merger consideration will fluctuate as the market price of Midland common stock fluctuates before the completion of the merger. This price will not be known at the time of the Alpine special meeting and may be more or less than the current price of common stock or the price of Midland common stock at the time of the special meeting. Based on the closing price of Midland common stock as reported on the Nasdaq Global Select Market of $33.10 as of October 13, 2017, the trading day immediately preceding the public announcement of the merger, the implied merger consideration that an Alpine shareholder would be entitled to receive for each share of Alpine common stock owned would be $21.42 with an aggregate transaction value of approximately $181.0 million. Based on the closing price of Midland common stock as reported on the Nasdaq Global Select Market of $[    ·    ] as of [    ·    ], the latest practicable date before the date of this proxy statement/prospectus, the implied merger consideration that an Alpine shareholder would be entitled to receive for each share of Alpine common stock owned would be $[    ·    ] with an aggregate transaction value of approximately $[    ·    ] million. We urge you to obtain current market quotations for shares of Midland common stock.

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Q:
How will restricted stock units be treated as a result of the merger?

A.
Alpine will cause the restricted stock units of Alpine to vest and be cancelled on the date of the effective time of the merger, and Midland will provide a cash payment in respect of each restricted stock unit of Alpine in an amount equal to $19.55.

Q:
What will Midland shareholders receive in the merger?

A:
If the merger is completed, Midland shareholders will not receive any merger consideration and will continue to hold the shares of Midland common stock that they currently hold. Following the merger, shares of Midland common stock will continue to be traded on the Nasdaq Global Select Market under the symbol "MSBI."

Q:
Why do Alpine and Midland want to engage in the merger?

A:
Alpine believes that the merger will provide Alpine shareholders with substantial benefits, and Midland believes that the merger will further its strategic growth plans. To review the reasons for the merger in more detail, see "The Merger—Alpine's reasons for the merger and recommendation of the board of directors" and "The Merger—Midland's reasons for the merger and recommendation of the board of directors."

Q:
In addition to approving the Midland share issuance proposal, what else are Midland shareholders being asked to vote on?

A:
In addition to the Midland share issuance proposal, Midland is soliciting proxies from holders of its common stock with respect to a proposal to approve one or more adjournments of the Midland special meeting, if necessary or appropriate, including to permit further solicitation if an insufficient number of votes are cast to adopt the merger agreement (which we refer to as the "Midland adjournment proposal"). Completion of the merger is not conditioned upon approval of the Midland adjournment proposal.

Q:
What does the Midland board of directors recommend?

A:
Midland's board of directors has determined that the merger agreement and the transactions contemplated therein, including the issuance of Midland common stock in connection with the merger, are in the best interests of Midland and its shareholders. Midland's board of directors unanimously recommends that you vote "FOR" the approval of the Midland share issuance proposal and "FOR" the approval of the Midland adjournment proposal. To review Midland's reasons for the merger in more detail, see "The Merger—Midland's reasons for the merger and recommendation of the board of directors."

Q:
What vote is required to approve each proposal at the Midland special meeting, and how will abstentions and broker non-votes affect the vote?

A:
Approval of the Midland share issuance proposal and the Midland adjournment proposal each require the affirmative vote of a majority of the votes represented at the meeting. Abstentions are deemed to be represented at the meeting and thereby have the same effect as a vote against these proposals. Shares not voted and broker non-votes will have no effect on these proposals, although they may prevent Midland from obtaining a quorum and require Midland to adjourn the Midland special meeting to solicit additional proxies.

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Q:
In addition to the proposal to adopt the merger agreement, what else are Alpine shareholders being asked to vote on?

A:
In addition to the adoption of the merger agreement, Alpine is soliciting proxies from holders of its common stock with respect to a proposal to approve one or more adjournments of the Alpine special meeting, if necessary or appropriate, including to permit further solicitation if an insufficient number of votes are cast to adopt the merger agreement (which we refer to as the "Alpine adjournment proposal"). Completion of the merger is not conditioned upon approval of the Alpine adjournment proposal.

Q:
What does the Alpine board of directors recommend?

A:
Alpine's board of directors has determined that the merger agreement and the transactions contemplated therein are in the best interests of Alpine and its shareholders. Alpine's board of directors unanimously recommends that you vote "FOR" the adoption of the merger agreement and "FOR" the approval of the Alpine adjournment proposal. To review Alpine's reasons for the merger in more detail, see "The Merger—Alpine's reasons for the merger and recommendation of the board of directors."

Q:
Do any of Alpine's executive officers or directors have interests in the merger that may differ from those of the Alpine shareholders?

A:
The interests of some of the directors and executive officers of Alpine may be different from those of Alpine shareholders, and directors and officers of Alpine may be participants in arrangements that are different from, or are in addition to, those of Alpine shareholders. The members of Alpine's board of directors knew about these additional interests and considered them among other matters, when making its decision to approve the merger agreement, and in recommending that Alpine's shareholders vote in favor of adopting the merger agreement. See "The Merger—Interests of certain persons in the merger."

Q:
What vote is required to approve each proposal at the Alpine special meeting, and how will abstentions and broker non-votes affect the vote?

A:
Adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Alpine common stock entitled to vote. Abstentions, shares not voted and broker non-votes will have the same effect as a vote against the proposal to adopt the merger agreement. Approval of the Alpine adjournment proposal requires the affirmative vote of the holders of a majority of the shares of Alpine common stock present in person or represented by proxy at the meeting and entitled to vote. Abstentions, shares not voted and broker non-votes will have the same effect as a vote against the Alpine adjournment proposal.

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Q:
Why is my vote important?

A:
The merger cannot be completed unless the merger agreement is adopted by Alpine's shareholders and the Midland share issuance proposal is approved by Midland's shareholders. If you are an Alpine shareholder and you fail to submit a proxy or vote in person at the Alpine special meeting, or vote to abstain, or you do not provide your broker, bank or other fiduciary with voting instructions, as applicable, this will have the same effect as a vote against the adoption of the merger agreement. If you are a Midland shareholder and you fail to submit a proxy or vote in person at the Midland special meeting, or you do not provide your broker, bank or other fiduciary with voting instructions, as applicable, it may prevent Midland from obtaining a quorum and require Midland to adjourn the Midland special meeting to solicit additional proxies. The boards of directors of Midland and Alpine both unanimously recommend that their respective shareholders vote for "FOR" the proposals described in this joint proxy statement/prospectus and set forth on their respective proxy cards.

Q:
What do I need to do now? How do I vote?

A:
If you are a Midland shareholder, you may vote at the Midland special meeting if you owned shares of Midland common stock of record at the close of business on the record date for the special meeting, [    ·    ]. If you are a Alpine shareholder, you may vote at the Alpine special meeting if you owned shares of Alpine common stock of record at the close of business on the record date for the special meeting, [    ·    ]. Please review the instructions for each of your voting options described on your proxy card. After you have carefully read and considered the information contained in this joint proxy statement/prospectus, please vote or submit your proxy to vote by a method described on your proxy card. This will enable your shares to be represented at your company's special meeting. You may still attend and vote in person at your company's special meeting. If you do not vote by proxy and do not vote at the special meeting, this will make it more difficult to achieve a quorum for the meeting.

Q:
If my shares of common stock are held in "street name" by my broker, bank or other fiduciary, will my broker, bank or other fiduciary automatically vote my shares for me?

A:
No. Your broker, bank or other fiduciary cannot vote your shares without instructions from you. If your shares are held in "street name" through a broker, bank or other fiduciary, you must provide the record holder of your shares with instructions on how to vote the shares. Please follow the voting instructions provided by the broker, bank or other fiduciary. You may not vote shares held in street name by returning a proxy card directly to Midland or Alpine, or by voting in person at the Midland special meeting or the Alpine special meeting, unless you provide a "legal proxy," which you must obtain from your broker, bank or other fiduciary. Further, brokers, banks or other fiduciaries who hold shares of Midland common stock or Alpine common stock on behalf of their customers may not give a proxy to Midland or Alpine to vote those shares with respect to any of the proposals without specific instructions from their customers, as brokers, banks and other fiduciaries do not have discretionary voting power on these matters. Failure to instruct your broker, bank or other fiduciary how to vote will have the same effect as a vote against adoption of the merger agreement and against the Alpine adjournment proposal for Alpine shareholders.

Q:
How will my proxy be voted?

A:
If you properly submit your proxy to vote by a method described on your proxy card, your proxy will be voted in accordance with your instructions. If you sign, date and send in your proxy form, but you do not indicate how you want to vote, your proxy will be voted "FOR" approval of each of the proposals set forth on your proxy card.

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Q:
Can I revoke my proxy and change my vote?

A:
You may change your vote or revoke your proxy prior to the special meeting by filing with the corporate secretary of Alpine or Midland, as appropriate, a duly executed revocation of proxy or submitting a new proxy with a later date. You may also revoke a prior proxy by voting in person at the applicable special meeting.

Q:
Are there risks I should consider in deciding to vote on the approval of the merger agreement?

A:
Yes, in evaluating the merger agreement and the transactions contemplated therein, you should read this joint proxy statement/prospectus carefully, including the risks discussed in the section titled "Risk Factors."

Q:
What if I oppose the merger? Do I have appraisal rights?

A:
Alpine shareholders may assert appraisal rights in connection with the merger and, upon complying with the requirements of the General Corporation Law of the State of Delaware (which we refer to as the "DGCL"), receive cash in the amount of the "fair value" of their shares of Alpine stock instead of the merger consideration. This "fair value" could be more than the merger consideration but could also be less. See "The Merger—Alpine shareholder appraisal rights." A copy of the applicable section of the DGCL is attached as Annex D to this document. Midland shareholders are not entitled to appraisal rights with respect to the proposed merger.

Q:
What are the material tax consequences of the merger to U.S. holders of Alpine common stock?

A:
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 (which we refer as the "Internal Revenue Code"), and it is a condition to Midland's and Alpine's obligations to complete the merger that each of them receives a legal opinion from its tax counsel to that effect. However, neither Alpine nor Midland has requested or received a ruling from the Internal Revenue Service that the merger will qualify as a reorganization. U.S. holders of Alpine common stock will recognize gain, but not loss, upon the exchange of their Alpine shares for Midland common stock and cash, but their taxable gain will not exceed the cash they receive in the merger. You may wish to consult with your tax advisor for the specific tax consequences of the merger to you. See "Material U.S. Federal Income Tax Consequences of the Merger."

Q:
When and where are the special meetings?

A:
The Midland special meeting will take place on [    ·    ], 2018, at [    ·    ] local time, at [    ·    ].
Q:
Who may attend the Midland special meeting?

A:
Only Midland shareholders on the record date, which is [    ·    ], may attend the Midland special meeting. If you are a shareholder of record, you will need to present the proxy card that you received and/or another proof of identification to be admitted into the meeting. If you are a beneficial holder and your shares are held in the name of your broker (or in what is usually referred to as "street name"), you will need to present a "legal proxy" from your broker and a proof of identification to be admitted into the meeting.

Q:
Who may attend the Alpine special meeting?

A:
Only Alpine shareholders on the record date, which is [    ·    ], may attend the Alpine special meeting. If you are a shareholder of record, you will need to present the proxy card that you

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Q:
Should I send in my Alpine stock certificates now?

A:
No. Midland has engaged Computershare Trust Company, N.A. to act as its exchange agent to handle the exchange of Alpine common stock for the merger consideration. Within five (5) business days after the closing date, the exchange agent will send to each Alpine certificated record holder a letter of transmittal for use in the exchange with instructions explaining how to surrender Alpine common stock certificates to the exchange agent. Holders of Alpine common stock who cannot locate their stock certificates should follow the instructions set forth in the letter of transmittal for lost or stolen stock certificates. Do not send your stock certificates with your proxy card.

Q:
Whom may I contact if I cannot locate my Alpine stock certificate(s)?

A:
If you are unable to locate your original Alpine stock certificate(s), you should follow the instructions regarding lost or stolen stock certificates set forth in the letter of transmittal that will be mailed to you prior to the closing date of the merger.

Q:
What should I do if I receive more than one set of voting materials?

A:
You may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of Alpine and/or Midland common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of Alpine common stock or Midland common stock and your shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of both Alpine common stock and Midland common stock, you will receive one or more separate proxy cards or voting instruction cards for each company. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus to ensure that you vote every share of Alpine common stock and/or Midland common stock that you own.

Q:
When is the merger expected to be completed?

A:
We will try to complete the merger as soon as reasonably possible. Before that happens, the merger agreement must be adopted by shareholders of Alpine, the Midland share issuance proposal must be approved by shareholders of Midland, and we must obtain the necessary regulatory approvals, among other things. Assuming Alpine shareholders vote to adopt the merger agreement, Midland shareholders vote to approve the Midland share issuance proposal, and we obtain the other necessary approvals and satisfaction or waiver of the other conditions to the closing described in the merger agreement, we expect to complete the merger during the first quarter of 2018. See "Description of the Merger Agreement—Conditions to completion of the merger."

Q:
Is completion of the merger subject to any conditions besides shareholder approval?

A:
Yes. The transaction must receive the required regulatory approvals and there are certain other closing conditions that must be satisfied. See "Description of the Merger Agreement—Conditions to completion of the merger."

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Q:
What happens if the merger is not completed?

A:
Neither Alpine nor Midland can assure you of when or if the merger will be completed. If the merger is not completed, Alpine shareholders will not receive any consideration for their shares and will continue to be Alpine shareholders. Each of Alpine and Midland will remain independent companies. Under certain circumstances, Alpine or Midland may be required to pay the other party a fee with respect to the termination of the merger agreement, as described under "Description of the Merger Agreement—Termination fee."

Q:
Who can answer my other questions?

A:
If you have more questions about the merger or how to submit your proxy, or if you need additional copies of this joint proxy statement/prospectus or the enclosed proxy form, you should contact:
Q:
Who bears the cost of soliciting proxies?

A:
Midland and Alpine will bear the cost of soliciting proxies. In addition to solicitations by mail, officers, directors or employees of Midland and Alpine or their respective subsidiaries may solicit proxies in person or by telephone. These persons will not receive any special or additional compensation for soliciting proxies. Midland and Alpine may reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation material to shareholders.

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SUMMARY

        This summary highlights selected information in this joint proxy statement/prospectus and may not contain all of the information that is important to you. To understand the merger more fully, you should read this entire joint proxy statement/prospectus carefully, including the appendices and the documents referred to or incorporated by reference in this joint proxy statement/prospectus. A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus and is incorporated by reference herein. See "Incorporation of Certain Midland Documents by Reference" and "Where You Can Find More Information."

The Companies

Midland States Bancorp, Inc.
1201 Network Centre Drive
Effingham, Illinois 62401
Telephone: (217) 342-7321

        Midland States Bancorp, Inc., an Illinois corporation formed in 1988, is a diversified financial holding company headquartered in Effingham, Illinois. The Company completed its initial public offering on May 24, 2016. On June 9, 2017, Midland completed the acquisition of Centrue Financial Corporation and Centrue Bank, headquartered in Ottawa, Illinois. Midland's banking subsidiary, Midland States Bank, an Illinois state-chartered bank formed in 1881 and a member of the Federal Reserve System, has branches across Illinois and in Missouri and Colorado, and provides a broad array of traditional community banking and other complementary financial services, including commercial lending, residential mortgage origination, wealth management, merchant services and prime consumer lending. Midland also originates and services government sponsored mortgages for multifamily and healthcare facilities through its subsidiary, Love Funding Corporation, based in Washington, D.C., and operates a commercial equipment leasing business on a nationwide basis through its subsidiary, Heartland Business Credit Corporation, based in Denver, Colorado.

        As of September 30, 2017, Midland had total assets of approximately $4.3 billion, total gross loans, including loans held for sale, of approximately $3.2 billion, total deposits of approximately $3.1 billion and total shareholders' equity of approximately $450.7 million.

        Midland common stock is traded on the Nasdaq Global Select Market under the ticker symbol "MSBI."

Peak Midland Acquisition, LLC
1201 Network Centre Drive
Effingham, Illinois 62401
Telephone: (217) 342-7321

        Peak Midland Acquisition, LLC is a wholly owned subsidiary of Midland and was formed solely for the purpose of completing the merger. Peak Midland Acquisition, LLC has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the merger.

Alpine Bancorporation, Inc.
600 South State Street
Belvidere, Illinois 61008
Telephone: (815) 231-1761

        Alpine Bancorporation, Inc. is a Delaware corporation and registered bank holding company. Through its wholly owned subsidiary, Alpine Bank & Trust Co., it offers a full range of banking services to commercial and retail customers in North Central Illinois and Southern Wisconsin. Alpine Bank has

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19 locations in Illinois and is connected to an ATM network that provides customers with access to more than 55,000 surcharge-free ATMs. Alpine Bank is community oriented and focuses primarily on offering commercial and consumer loan and deposit services to individuals, and small and middle market businesses in and around Rockford, Illinois, with leading market positions in Boone and Winnebago Counties, Illinois. Alpine's statement of corporate purpose is to help people, businesses and its communities.

        As of September 30, 2017, Alpine had total assets of approximately $1.3 billion, total gross loans, including loans held for sale, of approximately $833.0 million, total deposits of approximately $1.1 billion and total shareholders' equity of approximately $110.5 million.

        Alpine common stock is privately held and not traded in any public market.

The merger and the merger agreement (See page [    ·    ])

        Midland's acquisition of Alpine is governed by a merger agreement. The merger agreement provides that, if all of the conditions set forth in the merger agreement are satisfied or waived, Alpine will be merged with and into Merger Sub with Merger Sub as the surviving company and a wholly owned subsidiary of Midland. Following the completion of the merger, Midland intends to merge Alpine Bank with and into Midland States Bank, with Midland States Bank as the surviving bank. At such time, Alpine Bank's banking offices will become banking offices of Midland States Bank.

        The merger agreement is included as Annex A to this joint proxy statement/prospectus and is incorporated by reference herein. We urge you to read the merger agreement carefully and fully, as it is the legal document that governs the merger.

What Alpine shareholders will receive as consideration in the merger (See page [    ·    ])

        If the merger is completed, Midland will pay an aggregate of $33,306,000 in cash and issue an aggregate of 4,463,200 shares of Midland common stock. Based on 8,449,278 shares of Alpine common stock outstanding as of [    ·    ], the latest practicable date before the date of this proxy statement/prospectus, each share of Alpine common stock issued and outstanding immediately prior to the effective time of the merger (other than shares owned by Alpine, Midland or Merger Sub and any dissenting shares), will be converted into the right to receive $3.94 in cash and 0.5282 shares of Midland common stock (which we refer to as the "exchange ratio"), subject to certain adjustments, as described in this joint proxy statement/prospectus, and with cash paid in lieu of fractional shares. The merger consideration will be adjusted downward to the extent that Alpine's total adjusted tangible shareholders' equity at closing is less than $105.4 million. As of September 30, 2017, Alpine's total tangible shareholders' equity was approximately $110.5 million.

        Alpine shareholders who elect to exercise their appraisal rights will not be converted into the applicable merger consideration.

Potential adjustment of merger consideration (See page [    ·    ])

        The merger consideration is subject to potential adjustment in three circumstances. First, if Alpine's total adjusted tangible shareholders' equity as of the close of business on the final day of the month immediately preceding the closing date of the merger reflects total tangible shareholders' equity, as adjusted pursuant to the merger agreement, of less than $105.4 million, then the cash component of the merger consideration will be reduced by the amount of such deficiency. As of September 30, 2017, Alpine's total tangible shareholders' equity was approximately $110.5 million. Second, if the volume-weighted average closing price of Midland common stock over the 20-day period prior to the determination date (i) is less than $23.88 per share and (ii) represents a percentage change, relative to a base value of $29.85 per share of Midland common stock, that is more than 20% below the

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percentage change in the KBW Nasdaq Regional Banking Index, measured by comparing the average closing value of that index over that 20-day period to a base value of $100.40, then Alpine will have the right to terminate the merger agreement unless Midland elects to cure either of these deficiencies by increasing the exchange ratio. Third, if, prior to the effective time of the merger, shares of Midland common stock are changed into a different number of shares or a different class of shares pursuant to any stock dividend, subdivision, reclassification, recapitalization, split, combination, or exchange of shares, an appropriate adjustment will be made to the exchange ratio so as to provide the holders of Alpine common stock with the same economic effect as contemplated by the merger agreement prior to such event. See "Description of the Merger Agreement—Merger consideration."

Treatment of Alpine restricted stock units (See page [    ·    ])

        Alpine will cause the restricted stock units of Alpine to vest and be cancelled on the date of the effective time of the merger, and Midland will provide a cash payment in respect of each restricted stock unit of Alpine in an amount equal to $19.55.

Material U.S. federal income tax consequences of the merger (See page [    ·    ])

        U.S. holders of Alpine common stock will recognize gain, but not loss, upon the exchange of their Alpine shares for Midland common stock and cash, but their taxable gain will not exceed the cash they receive in the merger. The tax consequences of the merger to each Alpine shareholder will depend on such Alpine shareholder's own situation. We strongly urge Alpine shareholders to consult with their own tax advisors for a full understanding of the tax consequences of the merger to them. The parties' respective obligations to complete the merger are conditioned on receipt of a tax opinion from their respective counsel that the merger qualifies as a reorganization under Section 368(a) of the Internal Revenue Code. The opinions will not bind the Internal Revenue Service, which could take a different view.

        See "Material U.S. Federal Income Tax Consequences of the Merger" for a more detailed discussion of the tax consequences of the merger.

Midland's reasons for the merger; Board recommendation to Midland's shareholders (See page [    ·    ])

        Midland's board of directors believes that the merger agreement and the transactions contemplated therein, including the issuance of Midland common stock in connection with the merger, are in the best interests of Midland and its shareholders. Midland's board of directors unanimously recommends that you vote "FOR" approval of the Midland share issuance proposal and "FOR" approval of the Midland adjournment proposal. See "The Merger—Midland's reasons for the merger and recommendation of the board of directors."

Alpine's reasons for the merger; Board recommendation to Alpine's shareholders (See page [    ·    ])

        The Alpine board of directors believes that the merger agreement and the transactions contemplated therein are in the best interests of Alpine and its shareholders. Alpine's board of directors unanimously recommends that Alpine shareholders vote "FOR" the proposal to adopt the merger agreement and "FOR" approval of the Alpine adjournment proposal. See "The Merger—Alpine's reasons for the merger and recommendation of the board of directors."

Opinion of Alpine's financial advisor (See page [    ·    ])

        At the October 13, 2017 meeting of the Alpine board of directors, a representative of Sheshunoff & Co. Investment Banking, L.P. (which we refer to as "Sheshunoff") rendered Sheshunoff's oral opinion, which was subsequently confirmed by delivery of a written opinion to the Alpine board of

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directors, dated October 13, 2017, as to the fairness, as of such date, from a financial point of view, to the holders of Alpine's outstanding common stock of the merger consideration to be received by such holders in the merger pursuant to the merger agreement, based upon and subject to the qualifications, assumptions and other matters considered in connection with the preparation of its opinion.

        The full text of the written opinion of Sheshunoff, dated October 13, 2017, which sets forth, among other things, the various qualifications, assumptions and limitations on the scope of the review undertaken, is attached as Annex C to this document. Sheshunoff provided its opinion for the information and assistance of the Alpine board of directors (solely in its capacity as such) in connection with, and for purposes of, its consideration of the merger and its opinion only addresses whether the merger consideration to be received by the holders of Alpine common stock in the merger pursuant to the merger agreement was fair, from a financial point of view, to such holders. The opinion of Sheshunoff did not address any other term or aspect of the merger agreement or the merger contemplated thereby. The Sheshunoff opinion does not constitute a recommendation to the Alpine board of directors or any holder of Alpine common stock as to how the board of directors, such shareholder or any other person should vote or otherwise act with respect to the merger or any other matter.

Interests of officers and directors of Alpine in the merger may be different from, or in addition to, those of Alpine's shareholders (See page [    ·    ])

        The interests of some of the directors and executive officers of Alpine are different from those of Alpine shareholders. These include, among others, the treatment of outstanding Alpine restricted stock units under the merger agreement, certain payments and benefits payable under employment agreements in connection with the merger, and the rights to continued indemnification and insurance coverage by Midland for certain types of acts and omissions prior to the merger. The members of the Alpine board of directors knew about these additional interests and considered them, among other matters, when making its decision to approve the merger agreement, and in recommending that Alpine's shareholders vote in favor of adopting the merger agreement. See "The Merger—Interests of certain persons in the merger."

Alpine shareholders will have appraisal rights in connection with the merger (See page [    ·    ])

        Alpine shareholders may assert appraisal rights in connection with the merger and, upon complying with the requirements of the DGCL, receive cash in the amount of the "fair value" of their shares of Alpine common stock instead of the merger consideration. This "fair value" could be more than the merger consideration but could also be less. See "The Merger—Alpine shareholder appraisal rights".

        A copy of the applicable section of the DGCL is attached as Annex D to this document. You should read the statute carefully and consult with your legal counsel if you intend to exercise these rights. Midland shareholders are not entitled to appraisal rights with respect the merger.

The merger and the performance of the combined company are subject to a number of risks (See page [    ·    ])

        There are a number of risks relating to the merger and to the businesses of Midland, Alpine and the combined company following the merger. See the "Risk Factors" for a discussion of these and other risks relating to the merger. You should also consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. See "Incorporation of Certain Midland Documents by Reference" and "Where You Can Find More Information."

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Shareholder approval will be required to complete the merger and approve the other proposals set forth in the notices (See page [    ·    ])

        Midland.    Approval of the Midland share issuance proposal by Midland's shareholders at Midland's special meeting of shareholders on [    ·    ] is required to complete the merger. The presence, in person or by proxy, of a majority of the shares of Midland common stock entitled to vote is necessary to constitute a quorum at the meeting. Each share of Midland common stock outstanding on the record date entitles its holder to one vote on each of the proposals to be considered. Approval of the Midland share issuance proposal and approval of the Midland adjournment proposal will each require the affirmative vote of a majority of the votes represented at the meeting. Abstentions are deemed to be represented at the meeting and thereby have the same effect as a vote against these proposals. Shares not voted and broker non-votes will have no effect on these proposals. As of the record date of [    ·    ], Midland's directors and executive officers and their affiliates held approximately [    ·    ]% of the outstanding shares of Midland common stock entitled to vote at the special meeting.

        Alpine.    Approval by Alpine's shareholders at Alpine's special meeting of shareholders on [    ·    ] is required to complete the merger. The presence, in person or by proxy, of a majority of the shares of Alpine common stock entitled to vote on the merger agreement is necessary to constitute a quorum at the meeting. Each share of Alpine common stock outstanding on the record date entitles its holder to one vote on each of the proposals to be considered. Adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Alpine common stock entitled to vote. Abstentions, shares not voted and broker non-votes will have the same effect as a vote against the proposal to adopt the merger agreement. Approval of the Alpine adjournment proposal requires the affirmative vote of the holders of a majority of the shares of Alpine common present in person or represented by proxy at the meeting and entitled to vote. Abstentions are deemed to be represented and voted at the meeting and thereby have the same effect as a vote against such proposal. Shares not voted and broker non-votes will have no effect on the proposal. As of the record date of [    ·    ], Alpine's directors and executive officers and their affiliates held approximately 33.1% of the outstanding shares of Alpine common stock entitled to vote at the special meeting.

Completion of the merger is subject to regulatory approvals (See page [    ·    ])

        The merger cannot proceed without obtaining all requisite regulatory approvals. Midland and Alpine have agreed to use their reasonable best efforts to obtain the required approvals. The merger of Midland and Alpine is subject to prior approval of the Board of Governors of the Federal Reserve System (which we refer to as the "Federal Reserve"). Midland submitted an application with the Federal Reserve on November 21, 2017 seeking the necessary approval. The merger may not be consummated until 15 days after receipt of Federal Reserve approval, during which time the United States Department of Justice may challenge the merger on antitrust grounds. The commencement of an antitrust action would stay the effectiveness of the Federal Reserve's approval, unless a court specifically orders otherwise.

        Following the completion of the merger, Midland intends to merge Alpine Bank with and into Midland States Bank, with Midland States Bank as the surviving bank. The bank merger will be subject to approval by the Federal Reserve and the Illinois Department of Financial and Professional Regulation (which we refer to as the "IDFPR"). Midland States Bank submitted applications with the Federal Reserve and the IDFPR on November 21, 2017 seeking the necessary approvals for the bank merger.

        While Midland knows of no reason why the approval of any of the applications would be denied or unduly delayed, it cannot assure you that all regulatory approvals required to complete the merger and the bank merger will be obtained or obtained in a timely manner.

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Conditions to the merger (See page [    ·    ])

        Closing conditions for the benefit of Midland and Merger Sub.    Midland's and Merger Sub's obligations are subject to fulfillment of certain conditions, including:

    accuracy of representations and warranties of Alpine in the merger agreement, subject to certain materiality exceptions (and the receipt of an officer's certificate to that effect);

    performance by Alpine in all material respects of its obligations under the merger agreement (and the receipt of an officer's certificate to that effect);

    adoption of the merger agreement by Alpine shareholders and approval of the Midland share issuance proposal by Midland shareholders;

    the holders of no more than 2% in the aggregate of the outstanding shares of Alpine common stock electing to exercise their appraisal rights;

    no proceedings challenging or seeking damages in connection with, or that may prevent, delay, make illegal or otherwise interfere with, the transactions contemplated by the merger agreement, in each case that would reasonably be expected to have a material adverse effect on Midland;

    no order, injunction, decree, statute, rule, regulation or other legal restraint or prohibition preventing or making illegal the consummation of the merger or any of the other transactions contemplated by the merger agreement;

    receipt of all necessary regulatory approvals, none of which imposes a restriction or condition that would reasonably be expected by Midland's board to materially restrict or burden Midland;

    the registration statement, of which this joint proxy statement/prospectus is a part, concerning Midland common stock issuable pursuant to the merger agreement having been declared effective by the SEC and continuing to be effective as of the effective time of the merger;

    receipt of a legal opinion from Chapman and Cutler LLP (which we refer to as "Chapman"), counsel to Alpine, with respect to the approval of the merger agreement by Alpine and certain other matters;

    receipt of a tax opinion from Barack Ferrazzano Kirschbaum & Nagelberg LLP (which we refer to as "Barack Ferrazzano"), counsel to Midland, that: (i) the merger constitutes a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code; (ii) each of Midland and Alpine will be a party to such reorganization within the meaning of Section 368(b) of the Internal Revenue Code; (iii) no gain or loss will be recognized to Alpine's shareholders upon receipt of Midland common stock in exchange for their shares of Alpine common stock, except to the extent of any cash consideration received and any cash received in lieu of fractional shares;

    the filing of a notification form for the listing of additional shares of Midland with the Nasdaq Stock Market, LLC and the absence of any objection from the Nasdaq Stock Market, LLC;

    Alpine's adjusted total tangible shareholders' equity is no less than $100,130,000, after giving effect to all dividends on Alpine common stock on or prior to the closing date; and

    no material adverse change with respect to Alpine since October 16, 2017.

        Closing conditions for the benefit of Alpine.    Alpine's obligations are subject to fulfillment of certain conditions, including:

    accuracy of representations and warranties of Midland in the merger agreement, subject to certain materiality exceptions (and the receipt of an officer's certificate to that effect);

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    performance by Midland in all material respects of its obligations under the merger agreement (and the receipt of an officer's certificate to that effect);

    adoption of the merger agreement by Alpine shareholders and approval of the Midland share issuance proposal by Midland shareholders;

    no proceedings challenging or seeking damages in connection with, or that may prevent, delay, make illegal or otherwise interfere with, the transactions contemplated by the merger agreement, in each case that would reasonably be expected by Alpine's board to have a material adverse effect on the surviving entity in the merger;

    no order, injunction, decree, statute, rule, regulation or other legal restraint or prohibition preventing or making illegal the consummation of the merger or any of the other transactions contemplated by the merger agreement;

    receipt of all necessary regulatory approvals, none of which imposes a restriction or condition that would reasonably be expected by Alpine's board to materially restrict or burden the surviving entity in the merger;

    the registration statement, of which this joint proxy statement/prospectus is a part, concerning Midland common stock issuable pursuant to the merger agreement having been declared effective by the SEC and continuing to be effective as of the effective time of the merger;

    receipt of a tax opinion from Chapman that: (i) the merger constitutes a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code; (ii) each of Midland and Alpine will be a party to such reorganization within the meaning of Section 368(b) of the Internal Revenue Code; (iii) no gain or loss will be recognized to Alpine's shareholders upon receipt of Midland common stock in exchange for their shares of Alpine common stock, except to the extent of any cash consideration received and any cash received in lieu of fractional shares;

    the filing of a notification form for the listing of additional shares of Midland with the Nasdaq Stock Market, LLC and the absence of any objection from the Nasdaq Stock Market, LLC; and

    no material adverse change with respect to Midland since October 16, 2017.

How the merger agreement may be terminated by Midland and Alpine (See page [    ·    ])

        Midland and Alpine may mutually agree to terminate the merger agreement and abandon the merger at any time. Subject to conditions and circumstances described in the merger agreement, either Midland or Alpine may also terminate the merger agreement if:

    any regulatory authority has denied approval of any of the transactions contemplated by the merger agreement and such denial has become final and nonappealable, or any application for a necessary regulatory approval has been withdrawn at the request of a regulatory authority, provided that this right to terminate is not available to a party whose failure to fulfill its covenants under the merger agreement has been the cause of the denial or withdrawal of regulatory approval;

    the Alpine shareholders do not adopt the merger agreement or the Midland shareholders do not approve the Midland share issuance proposal;

    the merger is not completed by September 30, 2018 (which we refer to as the "outside date"), provided that this right to terminate is not available to a party whose failure to fulfill its covenants under the merger agreement has been the cause of the failure of the merger to be completed before such date; or

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    any court or regulatory authority issues a final, non-appealable judgment, order, injunction, rule or decree, or taken any other action prohibiting the transactions contemplated by the merger agreement.

        In addition, Alpine may terminate the merger agreement if:

    Alpine is not in material breach of the merger agreement, and there is a breach of any of the covenants, agreements, representations or warranties of Midland such that the applicable conditions set forth in the merger agreement would not be satisfied, and such breach has not been, or cannot be, cured prior to the earlier of two business days before the outside date or 30 days after notice to Midland from Alpine;

    prior to adoption of the merger agreement by Alpine shareholders, Alpine receives an unsolicited third-party acquisition proposal for at least 50% of Alpine and Alpine's board of directors concludes, after considering the advice of its advisors, that such acquisition proposal is or would reasonably be likely to result in a superior proposal and that failing to terminate the merger agreement would be inconsistent with the Alpine directors' fiduciary duties; provided that Midland is given five business days to renegotiate the transaction, and at the conclusion of that period, Alpine continues to believe that the third party proposal is a superior proposal; or

    on the determination date, the volume-weighted average closing price of a share of Midland common stock for the 20 consecutive trading days ending on and including the determination date is less than $23.88 and represents a percentage change, relative to a base value of $29.85 per share of Midland common stock, that is more than 20% below the percentage change in the KBW Nasdaq Regional Banking Index, measured by comparing the average closing value of that index over that 20-day period to a base value of $100.40, unless Midland elects to cure either of these deficiencies by increasing the stock portion of the merger consideration as described in the section entitled "The Merger Agreement—Merger consideration."

        In addition, Midland may terminate the merger agreement as follows:

    Midland is not in material breach of the merger agreement, and there is a breach of any of the covenants, agreements, representations or warranties of Alpine such that the applicable conditions set forth in the merger agreement would not be satisfied, and such breach has not been, or cannot be, cured prior to the earlier of two business days before the outside date or 30 days after notice to Alpine from Midland;

    Alpine materially breaches its obligations under the merger agreement to hold the Alpine special meeting or its non-solicitation obligations; or

    Alpine's board of directors withholds, withdraws, qualifies or adversely modifies its recommendation to Alpine's shareholders that they vote in favor of the adoption of the merger agreement, or publicly proposes to do the same.

        Any termination of the merger agreement will not relieve the breaching party from liability resulting from its fraud or any willful and material beach by that party of the merger agreement.

A termination fee may be payable by Alpine or Midland under some circumstances (See page [    ·    ])

        Alpine has agreed to pay Midland its documented out-of-pocket costs and expenses incurred in connection with the merger agreement if the merger agreement is terminated by Midland due to a breach of the covenants, agreements, representations or warranties of Alpine such that the conditions set forth in the merger agreement would not be satisfied. Alpine has also agreed to pay Midland a termination fee of $9.0 million if the merger agreement is terminated under other circumstances relating to (i) third party acquisition proposals, (ii) Alpine's obligations to hold the Alpine special meeting and recommend that Alpine shareholders adopt the merger agreement, or (iii) Alpine's

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shareholders failing to adopt the merger agreement if any party to the voting agreement described below has materially breached its obligations thereunder.

        Midland has agreed to pay Alpine's documented out-of-pocket costs and expenses incurred in connection with the merger agreement if the merger agreement is terminated by Alpine due to a breach of the covenants, agreements, representations or warranties of Midland such that the conditions set forth in the merger agreement would not be satisfied.

Voting agreement (See page [    ·    ])

        On October 16, 2017, certain of the shareholders of Alpine agreed to vote all of their shares of Alpine common stock in favor of adopting the merger agreement at the Alpine special meeting. The voting agreement covered 6,050,225 shares of Alpine common stock, constituting approximately 71.6% of Alpine's outstanding shares of common stock as of October 16, 2017. This voting agreement terminates if the merger agreement is terminated in accordance with its terms. A copy of the voting agreement is attached to this joint proxy statement/prospectus as Annex B.

Accounting treatment of the merger (See page [    ·    ])

        For accounting and financial reporting purposes, the merger will be accounted for under the acquisition method of accounting for business combinations in accordance with generally accepted accounting principles in the United States (which we refer to as "GAAP").

Certain differences in Midland shareholder rights and Alpine shareholder rights (See page [    ·    ])

        Alpine shareholders who become Midland shareholders as a result of the merger will have different rights after completion of the merger. Their rights as shareholders after the merger will be governed by the Illinois Business Corporation Act (which we refer to as the "IBCA") and by Midland's articles of incorporation and bylaws. The rights of Midland shareholders are different in certain respects from the rights of Alpine's shareholders, which are governed by the DGCL and Alpine's certificate of incorporation and bylaws.

Midland shares will be listed on Nasdaq (See page [    ·    ])

        The shares of Midland common stock to be issued pursuant to the merger will be listed on the Nasdaq Global Select Market under the symbol "MSBI."

Financing (See page [    ·    ])

        Midland's obligation to complete the merger is not subject to any financing condition. Midland expects to pay the cash portion of the merger consideration using cash on hand, including approximately $39.4 million of net proceeds received from the issuance of subordinated notes to institutional accredited investors completed on October 13, 2017.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF MIDLAND

        The following table summarizes selected historical consolidated financial data of Midland for the periods and as of the dates indicated. This information has been derived from Midland's consolidated financial statements filed with the SEC. You should read this information in conjunction with Midland's consolidated financial statements and related notes thereto included in Midland's Annual Report on Form 10-K as of and for the year ended December 31, 2016, and Midland's Quarterly Report on Form 10-Q as of and for the nine months ended September 30, 2017, each of which is incorporated by reference into this joint proxy statement/prospectus. See "Incorporation of Certain Midland Documents by Reference" and "Where You Can Find More Information."

 
  As of and for the
Nine Months Ended
September 30,
  As of and for the Year Ended December 31,  
(dollars in thousands, except per share data)
  2017   2016   2016   2015   2014   2013   2012  

Balance Sheet Data:

                                           

Total assets

  $ 4,347,761   $ 3,247,727   $ 3,233,723   $ 2,884,824   $ 2,676,614   $ 1,739,548   $ 1,572,064  

Total loans, gross

    3,157,972     2,312,778     2,319,976     1,995,589     1,798,015     1,205,501     978,517  

Allowance for loan losses

    (16,861 )   (15,559 )   (14,862 )   (15,988 )   (12,300 )   (23,672 )   (26,190 )

Loans held for sale

    35,874     61,363     70,565     54,413     96,407     3,062     7,312  

Investment securities

    467,852     335,153     325,011     324,148     355,531     311,126     338,829  

Deposits

    3,114,467     2,420,032     2,404,366     2,367,648     2,150,633     1,381,889     1,268,134  

Short-term borrowings

    153,443     138,289     131,557     107,538     129,714     87,420     71,222  

FHLB advances and other borrowings

    488,870     237,543     237,518     40,178     74,349     73,410     75,082  

Subordinated debt

    54,581     54,484     54,508     61,859     7,370     7,299     5,000  

Trust preferred debentures

    45,267     37,316     37,405     37,057     36,930     11,830     10,000  

Preferred shareholders' equity

    3,015                     57,370     57,370  

Common shareholders' equity

    447,674     321,749     321,770     232,880     219,929     92,070     73,548  

Total shareholders' equity

    450,689     321,749     321,770     232,880     219,929     149,440     130,918  

Income Statement Data:

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Interest income

  $ 109,613   $ 91,268   $ 121,249   $ 117,796   $ 73,141   $ 74,989   $ 74,197  

Interest expense

    15,987     11,974     15,995     12,889     8,543     9,069     11,271  

Net interest income

    93,626     79,294     105,254     104,907     64,598     65,920     62,926  

Provision for loan losses

    3,480     3,146     5,591     11,127     92     173     2,052  

Noninterest income

    45,364     41,572     72,057     59,482     20,441     16,230     14,044  

Noninterest expense

    116,805     87,199     121,289     117,847     69,480     61,449     56,419  

Income before taxes

    18,705     30,521     50,431     35,415     15,467     20,528     18,499  

Provision for income taxes

    4,640     10,562     18,889     11,091     4,651     6,023     4,842  

Net income

    14,065     19,959     31,542     24,324     10,816     14,505     13,657  

Preferred stock dividends and premium amortization

    46                 7,601     4,718     5,211  

Net income available to common shareholders

  $ 14,019   $ 19,959   $ 31,542   $ 24,324   $ 3,215   $ 9,787   $ 8,446  

Per Share Data (Common Stock):

                                           

Earnings:

                                           

Basic

  $ 0.81   $ 1.46   $ 2.22   $ 2.03   $ 0.53   $ 2.12   $ 1.96  

Diluted(1)

    0.78     1.43     2.17     2.00     0.53     1.70     1.62  

Dividends declared

    0.60     0.54     0.72     0.65     0.59     0.53     0.48  

Book value(2)

    23.45     20.89     20.78     19.74     18.72     19.93     17.28  

Book value—as converted(2)(3)

    23.45     20.89     20.78     19.74     18.72     17.81     16.37  

Tangible book value(4)

    17.41     17.52     17.16     15.20     13.82     16.48     13.47  

Tangible book value—as converted(2)(3)(4)

    17.41     17.52     17.16     15.20     13.82     15.91     14.34  

Market price

    31.68     25.34     36.18     N/A     N/A     N/A     N/A  

Performance Metrics:

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Return on average assets

    0.50 %   0.88 %   1.03 %   0.88 %   0.62 %   0.89 %   0.91 %

Return on average shareholders' equity

    4.94     9.71     10.95     10.68     6.82     10.45     10.75  

Return on average common shareholders' equity

    4.94     9.71     10.95     10.69     2.83     12.01     12.13  

Allowance for loan losses to total loans(5)

    0.53     0.67     0.64     0.80     0.69     1.96     2.68  

Net interest margin(6)

    3.78     4.01     3.92     4.38     4.21     4.68     4.82  

Common stock dividend payout ratio(7)

    74.07     36.99     32.43     32.02     111.32     25.00     24.49  

(1)
'Earnings per share are calculated utilizing the two-class method. Basic earnings per share are calculated by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding. Diluted earnings per share are calculated by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of shares

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    adjusted for the dilutive effect of outstanding stock options and common stock warrants using the treasury stock method and convertible preferred stock and convertible debentures using the if-converted method. For the years ended December 31, 2014, 2013 and 2012, diluted earnings per share considered, when dilutive, the weighted average shares of common stock issuable upon conversion of Midland's Series C preferred stock, Series D preferred stock, Series E preferred stock and Series F preferred stock then outstanding. During 2014, Midland's Series C, D, E and F preferred stock was converted into shares of common stock. Midland did not have any preferred stock or warrants to acquire preferred stock outstanding during 2015 or 2016. For the nine months ended September 30, 2017, diluted earnings per share considered, when dilutive, the weighted average shares of common stock issuable upon conversion of Midland's Series G preferred stock and Series H preferred stock then outstanding.

(2)
For purposes of computing book value per common share, book value equals total common shareholders' equity.

(3)
Book value per share—as converted and tangible book value per share—as converted each give effect to: (i) for December 31, 2013, the conversion of all of the issued and outstanding shares of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock into an aggregate of 3,772,664 shares of Midland's common stock; and (ii) for December 31, 2012, the conversion of all of the issued and outstanding shares of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock into an aggregate of 3,739,028 shares of Midland's common stock. Midland did not have any convertible preferred stock or warrants to acquire convertible preferred stock outstanding at December 31, 2014, 2015 or 2016 or September 30, 2016 or 2017.

(4)
Tangible book value per share and tangible book value per share—as converted are non-GAAP financial measures. See "Non-GAAP financial measures," below for a reconciliation of these measures to their most comparable GAAP measures.

(5)
PCI loans, as well as other loans acquired in a business combination, are recorded at estimated fair value on their purchase date without a carryover of the related allowance for loan losses. Accordingly, Midland's ratios that are computed using nonperforming loans and/or allowance for loan losses may not be comparable to similar ratios of Midland's peers.

(6)
Net interest margin is presented on a fully taxable equivalent ("FTE") basis.

(7)
Common stock dividend payout ratio represents dividends per share divided by basic earnings per share.

Non-GAAP financial measures

        Midland's management uses tangible book value per share and tangible book value per share—as converted in its analysis of Midland's performance. Tangible book value per share and tangible book value per share—as converted are non-GAAP financial measures generally used by financial analysts and investment bankers to evaluate capital adequacy. Midland calculates: (i) tangible common equity as total shareholders' equity less preferred equity, noncontrolling interest in subsidiaries, goodwill and other intangible assets (excluding mortgage servicing rights); and (ii) tangible book value per share as tangible common equity divided by shares of common stock outstanding (in the case of the "as converted" measure, assuming the conversion of all preferred shares that were outstanding prior to December 31, 2014).

        Midland's management, banking regulators, many financial analysts and other investors use these measures in conjunction with more traditional bank capital ratios to compare the capital adequacy of banking organizations with significant amounts of preferred equity and/or goodwill or other intangible assets, which typically stem from the use of the purchase accounting method of accounting for mergers and acquisitions. Tangible common equity, tangible book value per share and related measures should not be considered in isolation or as a substitute for total shareholders' equity, book value per share or any other measure calculated in accordance with GAAP. Moreover, the manner in which Midland calculates tangible common equity, tangible book value per share (as converted) and any other related measures may differ from that of other companies reporting measures with similar names. The

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following table reconciles shareholders' equity (on a GAAP basis) to tangible common equity and calculates Midland's tangible book value per share (as converted):

 
  As of and for the
Nine Months Ended
September 30,
  As of and for the Year Ended December 31,  
(dollars in thousands, except per share data)
  2017   2016   2016   2015   2014   2013   2012  

Shareholders' Equity to Tangible Common Equity:

                                           

Total shareholders' equity—GAAP

  $ 450,689   $ 321,749   $ 321,770   $ 232,880   $ 219,456   $ 149,440   $ 130,918  

Adjustments:

                                           

Preferred equity

    (3,015 )                   (57,370 )   (57,370 )

Goodwill

    (97,351 )   (46,519 )   (48,836 )   (46,519 )   (47,946 )   (7,732 )   (7,732 )

Other intangibles

    (17,966 )   (5,391 )   (7,187 )   (7,004 )   (9,464 )   (8,189 )   (8,485 )

Tangible common equity

  $ 332,357   $ 269,839   $ 265,747   $ 179,357   $ 162,046   $ 76,149   $ 57,331  

Adjustments:

                                           

Preferred equity

                        57,370     57,370  

Warrants

                             

Tangible common equity—as converted(1)

  $ 332,357   $ 269,839   $ 265,747   $ 179,357   $ 162,046   $ 133,519   $ 114,701  

Common shares outstanding

    19,093,153     15,404,423     15,483,499     11,797,404     11,725,158     4,620,026     4,257,319  

Adjustments:

                                           

Upon conversion of preferred stock

                        3,772,664     3,739,028  

Common shares outstanding—as converted(1)

    19,093,153     15,404,423     15,483,499     11,797,404     11,725,158     8,392,690     7,996,347  

Tangible book value per share

  $ 17.41   $ 17.52   $ 17.16   $ 15.20   $ 13.82   $ 16.48   $ 13.47  

Tangible book value per share—as converted(1)

    17.41     17.52     17.16     15.20     13.82     15.91     14.34  

(1)
As converted represents amount per common share with all preferred shares that were outstanding prior to December 31, 2014 converted into common shares.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ALPINE

        The following table summarizes selected historical consolidated financial data of Alpine for the periods and as of the dates indicated. You should read this information in conjunction with Alpine's consolidated financial statements and related notes thereto as of the years ended December 31, 2016 and 2015, which are included in this joint proxy statement/prospectus. See "Alpine Financial Statements" in this joint proxy statement/prospectus.

 
  As of and for the
nine months ended
September 30,
  As of and for the year ended December 31,  
 
  2017   2016   2016   2015   2014   2013   2012   2011  
 
  (in thousands, except share data)
 

Financial Condition Data:

                                                 

Total assets

  $ 1,264,471   $ 1,256,347   $ 1,249,886   $ 1,207,888   $ 1,161,828   $ 1,113,197   $ 1,108,716   $ 1,039,717  

Loans held-for-sale

    10,308     13,681     13,568     8,763     8,010     5,678     12,722     15,687  

Loans, gross

    822,660     778,218     801,110     728,181     616,236     599,731     578,318     570,595  

Allowance for loan losses

    9,751     10,007     9,856     10,056     10,464     12,665     11,960     16,459  

Total investment securities

    342,255     353,885     350,466     372,771     439,147     442,491     402,167     370,598  

Goodwill and other intangible assets

                                 

Non-interest bearing deposits

    333,776     307,326     325,829     289,919     251,075     231,866     216,281     179,646  

Interest bearing deposits

    787,093     804,135     783,617     793,203     787,617     767,500     774,136     749,324  

Total deposits

    1,120,869     1,111,461     1,109,446     1,083,122     1,038,692     999,366     990,417     928,970  

Subordinated debentures

                        13,450     13,450     13,450  

Line of credit

                150                 3,864  

FHLB Advances

    20,114     20,868     20,681     5,300     5,300     5,300     2,900      

Other liabilities

    12,962     11,768     10,589     9,362     10,336     8,103     8,093     6,938  

Total stockholders' equity

    110,526     112,250     109,170     109,954     107,500     86,978     93,856     86,495  

Income Statement Data:

   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Interest and dividend income

  $ 31,566   $ 29,173   $ 39,246   $ 37,522   $ 36,344   $ 34,826   $ 36,806   $ 40,378  

Interest expense

    2,008     2,462     3,181     3,134     4,630     4,674     5,873     7,831  

Net interest and dividend income

    29,558     26,711     36,065     34,388     31,714     30,152     30,933     32,547  

Provision for loan losses

        200     450     100     (1,950 )   3,135     6,276     7,725  

Net interest and dividend income after provision

  $ 29,558   $ 26,511   $ 35,615   $ 34,288   $ 33,664   $ 27,017   $ 24,657   $ 24,822  

Non-interest income

    17841     17,992     24,254     21,829     19,576     20,083     19,489     16,194  

Non-interest expenses

    34,683     33,882     45,304     41,814     39,345     36,480     34,536     35,271  

Income before income taxes

  $ 12,716   $ 10,621   $ 14,565   $ 14,303   $ 13,895   $ 10,620   $ 9,610   $ 5,745  

Income tax expense(1)

    132     123     125     111     127     134     78     155  

Net income

  $ 12,584   $ 10,498   $ 14,440   $ 14,192   $ 13,768   $ 10,486   $ 9,532   $ 5,590  

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  As of and for the
nine months ended
September 30,
  As of and for the year ended December 31,  
 
  2017   2016   2016   2015   2014   2013   2012   2011  
 
  (in thousands, except share data)
 

Per Share Data(1):

                                                 

Basic earnings per share

    1.49     1.24     1.70     1.67     1.76     1.36     1.23     0.72  

Diluted earnings per share

    1.49     1.24     1.70     1.67     1.76     1.36     1.23     0.72  

Book value per share

    13.08     13.25     12.88     12.97     12.64     11.26     12.15     11.20  

Tangible book value per share(2)

    13.08     13.25     12.88     12.97     12.64     11.26     12.15     11.20  

Period end shares outstanding

    8,449,278     8,474,750     8,475,000     8,475,000     8,505,000     7,725,000     7,725,000     7,725,000  

Basic weighted average shares outstanding

    8,457,666     8,469,317     8,470,743     8,493,454     7,823,700     7,725,000     7,725,000     7,725,000  

Diluted weighted average shares outstanding

    8,457,666     8,469,317     8,470,743     8,493,454     7,823,700     7,725,000     7,725,000     7,725,000  

Performance Ratios(3):

                                                 

Return on average assets

    1.33 %   1.13 %   1.16 %   1.18 %   1.18 %   0.94 %   0.88 %   0.55 %

Return on average equity

    15.50 %   12.64 %   13.03 %   13.07 %   14.75 %   11.49 %   10.67 %   7.06 %

Net interest margin

    3.50 %   3.22 %   3.29 %   3.65 %   3.28 %   3.10 %   3.29 %   3.65 %

Asset Quality Ratios:

                                                 

Non-performing assets to total assets

    0.35 %   0.20 %   0.32     0.26 %   0.46 %   0.40 %   1.31 %   1.09 %

Non-performing loans to total loans(4)

    0.52     0.24     0.40     0.27     0.51     0.68     2.32     1.63  

Allowance for loan losses to total loans(4)

    1.19     1.29     1.23     1.38     1.70     2.11     2.07     2.88  

Allowance for loan losses to non-performing loans

    227.14     541.50     306.66     512.28     329.06     305.99     87.22     172.44  

Net charge-offs to average loans(5)

    0.02     0.04     0.11     0.10     0.04     0.41     1.90     0.60  

(1)
The per share data has been adjusted to reflect the 150 for 1 stock split effected by Alpine on December 30, 2015.

(2)
Tangible book value per share is a non-GAAP financial measure. Tangible book value per share is calculated as total stockholders' equity less goodwill and other intangible assets, divided by the number of common shares outstanding as of the balance sheet date. We believe that the most directly comparable GAAP financial measure is book value per share. Because Alpine does not have any goodwill or other intangible assets for the periods presented, tangible book value per share is euqal to book value per share.

(3)
Nine months results have been annualized.

(4)
Total loans are the loan held for investment, gross.

(5)
Average loans are the average loans held for investment, gross.

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL DATA

        The following tables show selected unaudited pro forma condensed combined financial data about the financial condition and results of operations of Midland after giving effect to the Alpine merger. This pro forma financial data assumes that the Alpine merger is accounted for under the acquisition method of accounting for business combinations in accordance with GAAP, and that the assets and liabilities of Alpine will be recorded by Midland at their respective fair values as of the date the merger is completed. The selected unaudited pro forma condensed combined income statements for the nine months ended September 30, 2017 and the year ended December 31, 2016 give effect to the Alpine merger as if it had become effective on January 1, 2016. The selected unaudited pro forma condensed combined income statements also give effect to the acquisition of Centrue Financial Corporation (which we refer to as "Centrue"), which closed on June 9, 2017, as if that transaction became effective on January 1, 2016. The selected unaudited pro forma condensed combined balance sheet data gives effect to the Alpine merger as if the transaction had occurred on September 30, 2017. The selected unaudited pro forma condensed combined financial data has been derived from and should be read in conjunction with the consolidated financial statements and related notes of Midland, Alpine and Centrue, which are included in, or incorporated by reference into, this joint proxy statement/prospectus by reference. See "Incorporation of Certain Midland Documents by Reference," "Where You Can Find More Information," "Unaudited Pro Forma Condensed Combined Financial Data," and "Alpine Financial Statements."

        The selected unaudited pro forma condensed combined financial data is presented for illustrative purposes only and does not indicate the financial results or financial condition of the combined company had the companies actually been combined at the dates indicated. The selected unaudited pro forma condensed combined financial data also does not consider any integration expenses, expense efficiencies or other potential effects of the merger. In addition, as explained in more detail in the accompanying notes to the "Unaudited Pro Forma Condensed Combined Financial Data," 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 significantly from the actual purchase price allocation that will be recorded upon completion of the merger.

(dollars in thousands)
  Nine months ended
September 30, 2017
  Year ended
December 31, 2016
 

Pro Forma Condensed Combined Income Statement Data

             

Interest income

  $ 159,238   $ 198,174  

Interest expense

    21,849     25,912  

Net interest income

    137,389     172,262  

Provision for loan losses

    3,480     6,341  

Net income after for provision for loan losses

    133,909     165,921  

Noninterest income

    67,519     109,057  

Noninterest expense

    171,496     203,667  

Income before income taxes

    29,932     71,311  

Income taxes

    8,864     26,328  

Net income

  $ 21,068   $ 44,983  

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(dollars in thousands)
  As of
September 30, 2017
 

Pro Forma Condensed Combined Balance Sheet Data

       

Loans

  $ 3,960,682  

Allowance for loan losses

    16,861  

Investment securities

    807,634  

Goodwill and intangible assets

    204,493  

Total assets

    5,692,165  

Deposits

    4,235,336  

Total shareholders' equity

    598,421  

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COMPARATIVE HISTORICAL AND UNAUDITED PER COMMON SHARE DATA

        We have summarized below the per share information for our companies on a historical, pro forma combined and equivalent basis. Except for the historical information for the year ended December 31, 2016, the data provided below is unaudited. The pro forma combined and pro forma equivalent data give effect to the Alpine merger as if the transaction had been effective on January 1, 2016, in the case of the per share earnings and dividend data, and on September 30, 2017, in the case of the per share book value and tangible book value data. The selected unaudited pro forma condensed combined income statements also give effect to the Centrue acquisition that closed on June 9, 2017, as if that transaction became effective on January 1, 2016. This information should be read together with the historical consolidated financial statements and related notes of Midland and Alpine filed with the SEC and/or included in and incorporated by reference into this joint proxy statement/prospectus, and with the unaudited pro forma condensed combined financial statements included in this joint proxy statement/prospectus. See "Alpine Financial Statements," "Incorporation of Certain Midland Documents by Reference," "Where You Can Find More Information" and "Unaudited Pro Forma Condensed Combined Financial Statements."

        The pro forma combined information gives effect to the Alpine merger accounted for under the acquisition method of accounting for business combinations in accordance with GAAP. The pro forma calculations reflect the issuance of 4,463,200 shares of Midland common stock in the Alpine merger.

        The information is presented for illustrative purposes only and does not indicate the financial results or financial condition of the combined company had the companies actually been combined at the dates indicated. The pro forma information also does not consider any integration expenses, expense efficiencies or other potential effects of the merger.

 
  Midland   Centrue   Alpine   Midland
Pro Forma
Combined
  Alpine
Pro Forma
Equivalent(1)
 

Nine months ended September 30, 2017

                               

Basic earnings per share

  $ 0.81   $ 0.04   $ 1.49   $ 0.89   $ 0.47  

Diluted earnings per share

    0.78     0.04     1.49     0.87     0.46  

Cash dividends declared per share

    0.60         1.38     0.60 (2)   0.32  

As of September 30, 2017

                               

Book value per share

  $ 23.45         $ 13.08   $ 25.28   $ 13.35  

 

 
  Midland   Centrue   Alpine   Midland
Pro Forma
Combined
  Alpine
Pro Forma
Equivalent(1)
 

Year ended December 31, 2016

                               

Basic earnings per share

  $ 2.22   $ 0.92   $ 1.70   $ 2.04   $ 1.08  

Diluted earnings per share

    2.17     0.92     1.70     2.01     1.06  

Cash dividends declared per share

    0.72         1.14     0.72 (2)   0.38  

(1)
Alpine pro forma equivalent was computed by multiplying the Midland pro forma combined amount by the exchange ratio of 0.5282.

(2)
Pro forma dividends per share represent Midland's historical dividends per share.

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

        Midland common stock trades on the Nasdaq Global Select Market under the symbol "MSBI." The following table sets forth the high and low reported trading prices per share of Midland common stock and the cash dividends declared per share on Midland common stock for the periods indicated. The reported high and low sales prices of Midland's common stock begins on May 24, 2016, the first date of trading on the Nasdaq Global Select Market. See "Incorporation of Certain Midland Documents by Reference" and "Where You Can Find More Information."

 
  Midland  
 
  High   Low   Dividend Declared  

For the quarter ended:

                   

2017

   
 
   
 
   
 
 

December 31, 2017 (through December 1, 2017)

  $ 36.50   $ 30.31   $ 0.20  

September 30, 2017

    34.32     28.70     0.20  

June 30, 2017

    36.14     31.40     0.20  

March 31, 2017

    36.62     31.56     0.20  

2016

   
 
   
 
   
 
 

December 31, 2016

    37.58     24.66     0.18  

September 30, 2016

    25.50     21.55     0.18  

June 30, 2016

    23.41     20.80     0.18  

March 31, 2016

    N/A     N/A     0.18  

2015

   
 
   
 
   
 
 

December 31, 2015

    N/A     N/A     0.17  

September 30, 2015

    N/A     N/A     0.16  

June 30, 2015

    N/A     N/A     0.16  

March 31, 2015

    N/A     N/A     0.16  

        The outstanding shares of Alpine common stock are privately held and are not traded in any public market. The last transaction known by Alpine's management to occur prior to the date of this proxy/statement prospectus was on June 26, 2017, and the sales price was $18.00 per share.

 
  Dividend Declared  

For the quarter ended:

       

2017

   
 
 

December 31, 2017 (through December 1, 2017)

  $ 0.50  

September 30, 2017

    0.30  

June 30, 2017

    0.62  

March 31, 2017

    0.46  

2016

   
 
 

December 31, 2016

     

September 30, 2016

    0.27  

June 30, 2016

    0.43  

March 31, 2016

    0.44  

2015

   
 
 

December 31, 2015

     

September 30, 2015

    0.54  

June 30, 2015

    0.48  

March 31, 2015

    0.19  

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        As of [    ·    ], Midland had [    ·    ] outstanding shares of Midland voting common stock held by approximately [    ·    ] registered shareholders, 209 outstanding shares of Series G Preferred Stock held by four registered shareholders and 2,636 outstanding shares of Fixed Rate Non-Voting Perpetual Non-Cumulative Preferred Stock, Series H (which we refer to as the "Series H Preferred Stock") held by six registered shareholders.

        Midland expects that, subject to regulatory requirements and its financial condition and results of operations, quarterly dividends will continue to be paid in the future. For more information regarding Midland's ability to pay dividends and restrictions thereon, see "Business—Supervision and Regulations" in Midland's Annual Report on Form 10-K as of and for the year ended December 31, 2016, incorporated by reference in this joint proxy statement/prospectus. In addition, Midland is subject to state law limitations on the payment of dividends. Illinois law generally limits dividends if after giving effect to the dividend: (a) the corporation would be insolvent; or (b) the net assets of the corporation would be less than zero or less than the maximum amount payable at the time of distribution to shareholders having preferential rights in liquidation if the corporation were then to be liquidated.

        Based on the closing price of Midland common stock as reported on the Nasdaq Global Select Market of $33.10 as of October 13, 2017, the trading day immediately preceding the public announcement of the merger, the implied merger consideration that an Alpine shareholder would be entitled to receive for each share of Alpine common stock owned would be $21.42 with an aggregate transaction value of approximately $181.0 million. Based on the closing price of Midland common stock as reported on the Nasdaq Global Select Market of $[    ·    ] as of [    ·    ], the latest practicable date before the date of this proxy statement/prospectus, the implied merger consideration that an Alpine shareholder would be entitled to receive for each share of Alpine common stock owned would be $[    ·    ] with an aggregate transaction value of approximately $[    ·    ] million.

        Alpine shareholders are urged to obtain current market quotations for shares of Midland common stock and to review carefully the other information contained in this joint proxy statement/prospectus or incorporated by reference into this joint proxy statement/prospectus in considering whether to adopt the merger agreement. The market price of Midland common stock will fluctuate between the date of this joint proxy statement/prospectus and the date of completion of the merger. Changes in the market price of Midland common stock prior to the completion of the merger will affect the value of the merger consideration that Alpine shareholders will receive upon completion of the merger.

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RISK FACTORS

        In addition to general investment risks and the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed under the section "Special Note Regarding Forward-Looking Statements," you should carefully consider the following risk factors in deciding how to vote for the proposals presented in this joint proxy statement/prospectus. You should also consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. See "References to Additional Information," "Incorporation of Certain Midland Documents by Reference" and "Where You Can Find More Information."

Risks related to the merger and Midland's business upon completion of the merger

The value of the merger consideration that consists of Midland common stock will fluctuate based on the trading price of Midland common stock.

        The number of shares of Midland common stock to be issued in the merger will not automatically adjust based on the trading price of Midland common stock, and the market value of those shares at the effective time of the merger may vary significantly. Accordingly, at the time of the Alpine special meeting, Alpine shareholders will not know or be able to calculate the market value of the Midland common shares they might receive upon the completion of the merger, and at the time of the Midland special meeting, Midland shareholders will not know or be able to calculate the value of the Midland common shares that will be delivered in the merger.

        The market price of Midland's common stock could be subject to significant fluctuations due to changes in sentiment in the market regarding Midland's operations or business prospects, including market sentiment regarding Midland's entry into the merger agreement. These risks may be affected by, among other things:

        Stock price changes may also result from a variety of other factors, many of which are outside of the control of Midland, including changes in the business, operations or prospects of Midland, tax policy, regulatory considerations, and general business, market, industry or economic conditions. For more information, see "Description of the Merger Agreement—Merger consideration" and "Description of the Merger Agreement—Termination."

The market price of Midland common stock after the merger may be affected by factors different from those affecting the shares of Alpine or Midland currently.

        Upon completion of the merger, holders of Alpine common stock will become holders of Midland common stock. Midland's business differs in important respects from that of Alpine. Accordingly, the results of operations of the combined company and the market price of Midland common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of Midland and Alpine. For a discussion of the business and market of Alpine and of some important factors to consider in connection with its business, please see

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"Business of Alpine." For a discussion of the business and market of Midland and of some important factors to consider in connection with its business, please see the documents incorporated by reference in this joint proxy statement/prospectus and referred to under "Incorporation of Certain Midland Documents by Reference."

Alpine and Midland shareholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

        Upon the completion of the merger, each Alpine shareholder and each Midland shareholder will have a percentage ownership of Midland that is smaller than such shareholder's percentage ownership of Alpine or Midland, as applicable. Based on the number of issued and outstanding shares of Midland common stock and Alpine common stock on [    ·    ], and assuming no adjustment in the number of shares of Midland common stock to be issued as merger consideration pursuant to the merger agreement, shareholders of Alpine, as a group, will receive shares in the merger constituting approximately [    ·    ]% of Midland common shares expected to be outstanding immediately after the merger (without giving effect to any Midland common shares held by Alpine shareholders prior to the merger), and shareholders of Midland, as a group, will own [    ·    ]% of Midland common shares expected to be outstanding immediately after the merger. Because of this, each party's shareholders, as a group, will have less influence on the board of directors, management and policies of Midland following the merger than they now have on the board of directors, management and policies of their respective companies.

Midland may fail to realize the anticipated benefits of the merger.

        Midland and Alpine have operated independently and will continue to do so until the completion of the merger. The success of the merger, including anticipated benefits and cost savings, will depend on, among other things, Midland's ability to successfully combine the businesses of Midland and Alpine, including by minimizing any disruptions to the existing customer relationships and business functions of Midland or Alpine, and avoiding any inconsistencies in standards, controls, procedures and policies. If Midland is not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. Failure to achieve these anticipated benefits could result in increased costs, decreases in the amount of expected revenues and diversion of management's time and energy and could have an adverse effect on Midland's business, financial condition, operating results and prospects.

        Among the factors considered by the boards of directors of Midland and Alpine in connection with their respective approvals of the merger agreement were the anticipated benefits that could result from the merger. There can be no assurance that these benefits will be realized within the time periods contemplated or at all.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

        Before the transactions contemplated in the merger agreement can be completed, various approvals must be obtained from bank regulatory agencies and other governmental authorities. In deciding whether to grant regulatory or antitrust clearances, the relevant governmental entities will consider a variety of factors, including the regulatory standing of each of the parties. An adverse condition or development in either party's regulatory standing or other factors could prevent or delay the receipt of one or more of the required regulatory approvals. Even if granted, the terms and conditions of the approvals may impose requirements, limitations or costs or place restrictions on the conduct of the combined company's business. Despite the parties' commitments to use their reasonable best efforts to obtain regulatory approvals, under the terms of the merger agreement, Midland and Alpine will not be required to complete the merger if any such approvals would reasonably be expected

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to materially restrict or burden Midland following the merger. There can be no assurance that regulators will not impose conditions, terms, obligations or restrictions and that such conditions, terms, obligations or restrictions will not have the effect of delaying the completion of the merger, imposing additional material costs on or materially limiting the revenues of the combined company following the merger or otherwise reduce the anticipated benefits of the merger if the merger were completed successfully within the expected timeframe. Additionally, the completion of the merger is subject to the satisfaction or waiver of certain other closing conditions, including the absence of certain orders, injunctions or decrees by any governmental authority that would prohibit or make illegal the completion of the merger. See "The Merger Agreement—Conditions to completion of the merger."

The merger agreement may be terminated in accordance with its terms, and the merger may not be completed.

        The merger agreement is subject to a number of conditions that must be satisfied or waived to complete the merger. Those conditions include, among other things, (i) the accuracy of the other party's representations and warranties, subject to certain materiality exceptions, (ii) the other party's performance in all material respects of its obligations under the merger agreement, (iii) the adoption of the merger agreement by Alpine's shareholders, (iv) the approval of the Midland share issuance proposal by Midland's shareholders, (v) the absence of any proceeding in connection with, or that could prevent, delay, make illegal or interfere with, any of the transactions contemplated by the merger agreement, (vi) the receipt of required regulatory approvals, including the approval of certain federal and state banking agencies, (vii) the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part, (viii) the receipt by each party of an opinion from its counsel to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, (ix) the listing on the Nasdaq Global Select Market of the shares of Midland common stock issuable in the merger, and (x) the absence of a material adverse effect on the other party since the date of the merger agreement. In addition, Midland's obligation to complete the merger is subject to (x) the receipt of a legal opinion from Alpine's counsel, (y) the condition that Alpine's adjusted total tangible shareholders' equity is no less than $100,130,000, after giving effect to all dividends on Alpine common stock on or prior to the closing date, and (z) appraisal rights having been exercised by no shareholders who, in the aggregate, hold 2% or more of Alpine's common stock. These conditions to the closing of the merger may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after shareholder approval, or Midland or Alpine may elect to terminate the merger agreement in certain other circumstances. See "The Merger Agreement—Termination."

Termination of the merger agreement could negatively impact the parties.

        If the merger is not completed for any reason, including as a result of Alpine shareholders declining to adopt the merger agreement or Midland shareholders declining to approve the Midland share issuance proposal, the ongoing business of Alpine may be adversely impacted and, without realizing any of the anticipated benefits of completing the merger, Alpine would be subject to a number of risks, including the following:

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        If the merger agreement is terminated and the Alpine board of directors seeks another merger or business combination, Alpine shareholders cannot be certain that Alpine will be able to find a party willing to offer equivalent or more attractive consideration than the consideration Midland has agreed to provide in the merger, or that such other merger or business combination will be completed. Additionally, if the merger agreement is terminated, under certain circumstances Alpine may be required to pay Midland a termination fee of $9.0 million. See "Description of the Merger Agreement—Termination fees."

        In addition, if the merger agreement is terminated by Alpine under certain conditions, Midland may be required to pay Alpine its documented out-of-pocket costs and expenses in connection with the transaction. See "Description of the Merger Agreement—Termination Fee." Termination of the merger agreement could also negatively impact Midland because it will fail to achieve the anticipated benefits of the merger with Alpine.

Alpine directors and officers have interests in the merger different from or in addition to the interests of Alpine shareholders, generally.

        The interests of some of the directors and executive officers of Alpine may be different from those of Alpine shareholders, generally. While Alpine's board of directors knew about and considered these interests when making its decision to approve the merger agreement, and in recommending that Alpine's shareholders vote in favor of adopting the merger agreement, Alpine's shareholders should consider these interests when determining whether to vote to adopt the merger agreement. See "The Merger—Interests of certain persons in the merger."

The merger agreement contains provisions that may discourage other companies from trying to acquire Alpine for greater merger consideration.

        The merger agreement contains provisions that may discourage a third party from submitting a business combination proposal to Alpine that might result in greater value to Alpine's shareholders than the proposed merger with Midland or may result in a potential competing acquirer proposing to pay a lower per share price to acquire Alpine than it might otherwise have proposed to pay absent such provisions. These provisions include a general prohibition on Alpine from soliciting, or entering into discussions with any third party regarding, any acquisition proposal or offers for competing transactions, subject to certain exceptions relating to the exercise of fiduciary duties by Alpine's board of directors. In addition, Alpine may be required to pay Midland a termination fee of $9.0 million upon termination of the merger agreement in certain circumstances involving acquisition proposals for competing transactions. See "Description of the Merger Agreement—Termination" and "Description of the Merger Agreement—Termination fees."

The unaudited pro forma condensed combined financial data included in this joint proxy statement/prospectus is preliminary and the actual financial condition and results of operations after the merger may differ materially.

        The unaudited pro forma condensed combined financial data included in this joint proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the combined company's actual financial position or results of operations would have been had the merger been completed on the dates indicated. The preparation of the pro forma financial data is based upon available information and certain assumptions and estimates that Midland and Alpine currently believe are reasonable. The pro forma financial data also reflects adjustments, which are based upon preliminary estimates, to allocate the purchase price to Alpine's net assets. The purchase

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price allocation reflected in this joint proxy statement/prospectus is preliminary, and the final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Alpine as of the date of the completion of the merger. In addition, following the completion of the merger, there may be further refinements of the purchase price allocation as additional information becomes available. Accordingly, the final purchase accounting adjustments may differ materially from the pro forma adjustments reflected in this joint proxy statement/prospectus.

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

        Alpine will not obtain an updated fairness opinion from its financial advisor as of the date of this joint proxy statement/prospectus. Changes in the operations and prospects of Alpine or Midland, general market and economic conditions and other factors that may be beyond the control of Alpine or Midland, and on which the opinion of the financial advisor of Alpine were based, may significantly alter the value of Alpine or the prices of Midland common stock or Alpine common stock by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. Because Alpine currently does not anticipate asking its financial advisor to update its opinion, the opinion will not address the fairness of the merger consideration from a financial point of view at the time the merger is completed.

Midland and Alpine will incur transaction and integration costs in connection with the merger.

        Each of Midland and Alpine has incurred and expects that it will incur significant, non-recurring costs in connection with consummating the merger. In addition, Midland will incur integration costs following the completion of the merger, including facilities and systems consolidation costs and employment-related costs. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time. See the risk factor entitled "—Midland may fail to realize the anticipated benefits of the merger." Midland and Alpine may also incur additional costs to maintain employee morale and to retain key employees. Midland and Alpine will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the merger.

The shares of Midland common stock to be received by Alpine common shareholders in the merger will have different rights from the shares of Alpine common stock.

        Upon completion of the merger, Alpine common shareholders will become Midland shareholders and their rights as shareholders will be governed by the IBCA and Midland's articles of incorporation and bylaws. The rights associated with Alpine common stock are different from the rights associated with Midland common stock. See "Comparison of Rights of Midland Shareholders and Alpine Shareholders" for a discussion of the different rights associated with Midland common stock.

The merger may have adverse tax consequences.

        Neither Alpine nor Midland has requested or received a ruling from the Internal Revenue Service that the merger will qualify as a reorganization. If the merger were to fail to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, then each holder of Alpine common stock generally would recognize a gain or loss, as applicable, equal to the difference between such holder's adjusted tax basis in each share of Alpine common stock surrendered and the sum of the amount of the cash and the fair market value of Midland common stock received in exchange for that share upon completion of the merger. Because Alpine shareholders will not receive all cash in exchange for their shares of Alpine common stock, they may need to use cash from other sources or

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may be required to sell their Midland common stock received in the merger to satisfy the resulting tax liability. See "Material U.S. Federal Income Tax Consequences."

Risks relating to Midland's business, the business environment and Midland's industry

        You should read and consider risk factors specific to Midland's business, the business environment and Midland's industry that will also affect the combined company after the merger. These risks are described in the sections entitled "Risk Factors" in Midland's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled "Incorporation of Certain Midland Documents by Reference" of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This joint proxy statement/prospectus, and the documents to which this joint proxy statement/prospectus refer, contain certain forward-looking statements, such as discussions of the merger and the other transactions contemplated by the merger agreement, the anticipated benefits and related expenses to be incurred in connection with the merger and the integration of the companies' businesses, as well as certain information about the businesses and strategies of Midland and Alpine. Such forward-looking statements are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of Midland and Alpine, are identified by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project," or similar expressions. Actual results could differ materially from the results indicated by these statements because the realization of those results is subject to many risks and uncertainties, including, among other things:

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        These risks and uncertainties should be considered in evaluations of forward-looking statements, and undue reliance should not be placed on such statements. Additional information concerning Midland and Alpine, including additional factors and risks that could materially affect Midland's and Alpine's financial results, are included herein and in Midland's filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2016. Forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the SEC, we do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.

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THE MIDLAND SPECIAL MEETING

Purpose

        Midland shareholders are receiving this joint proxy statement/prospectus because on [    ·    ], the record date for the Midland special meeting, which is to be held on [    ·    ], 2018, at [    ·    ] at [    ·    ], local time, they owned shares of Midland common stock, and the board of directors of Midland is soliciting proxies for the matters to be voted on at this special meeting, as described in more detail below. This joint proxy statement/prospectus was mailed to holders of Midland common stock on or about [    ·    ] , and is accompanied by a proxy card for use at the meeting and at any adjournment(s) of the Midland special meeting.

        At the special meeting, the Midland board of directors will ask holders of Midland common stock (whom we refer to in this section as "you") to vote upon the following:

        When you sign the enclosed proxy card or otherwise vote pursuant to the instructions set forth on the proxy card, you appoint the proxy holder as your representative at the Midland special meeting. The proxy holder will vote your shares as you have instructed in the proxy card, thereby ensuring that your shares will be voted whether or not you attend the special meeting. Even if you plan to attend the special meeting, we ask that you instruct the proxies how to vote your shares in advance of the special meeting in case your plans change.

        If you have not already done so, please complete, date and sign the accompanying proxy card and return it promptly in the enclosed, postage paid envelope or otherwise vote pursuant to the instructions set forth on the proxy card. Instead of voting by mailing a proxy card, record shareholders can vote their shares of Midland common stock via the internet or by telephone. The internet and telephone voting procedures are designed to authenticate shareholders' identities, allow shareholders to provide their voting instructions and confirm that their instructions have been recorded properly. Specific instructions for internet or telephone voting are set forth on the enclosed proxy card. If you do not vote your shares as instructed on the proxy card, or if you do not attend and cast your vote at the special meeting, there will be no effect on the Midland share issuance proposal or the Midland adjournment proposal, although it could make it more difficult for a quorum to be achieved at the Midland special meeting.

Record date, shares entitled to vote, quorum

        The record date for the Midland special meeting is [    ·    ]. Midland's shareholders of record as of the close of business on that day will receive notice of and will be entitled to vote at the Midland special meeting. As of the record date, there were [    ·    ] shares of Midland common stock outstanding and entitled to vote at the meeting. The outstanding shares are held by approximately [    ·    ] holders of record.

        The presence, in person or by proxy, of a majority of the shares of Midland common stock entitled to vote is necessary to constitute a quorum at the meeting. Each share of Midland common stock outstanding on the record date entitles its holder to one vote on the matters being brought before the Midland special meeting.

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        To determine the presence of a quorum at the meeting, Midland will also count as present at the meeting the shares of Midland common stock present in person but not voting and the shares of common stock for which Midland has received proxies that do not contain instructions. Based on the number of shares of Midland common stock outstanding as of the record date, at least [    ·    ] shares need to be present at the special meeting, whether in person or by proxy, to constitute a quorum.

        As of the record date for the meeting, Midland's directors and executive officers beneficially owned a total of [    ·    ] shares, or approximately [    ·    ] % of the outstanding shares, of Midland common stock. We anticipate that these individuals will vote their shares in favor of the Midland share issuance proposal and the Midland adjournment proposal.

How to vote your shares

        Midland shareholders of record can vote their shares by completing, signing and returning the enclosed proxy card, or via the internet or by telephone. The internet and telephone voting procedures are designed to authenticate shareholders' identities, allow shareholders to provide their voting instructions and confirm that their instructions have been recorded properly. Specific instructions for internet or telephone voting are set forth on the enclosed proxy card. The deadline for voting by telephone or via the internet is [    ·    ], [    ·    ] time, on [    ·    ], 2018.

        If you properly complete and timely submit your proxy, your shares will be voted as you have directed. You may vote for, against, or abstain with respect to the Midland share issuance proposal and the Midland adjournment proposal. If you are the record holder of your shares and submit your proxy without specifying a voting instruction, your shares will be voted as the Midland board of directors recommends and will be voted "FOR" the Midland share issuance proposal and "FOR" the Midland adjournment proposal. If you do not vote your shares as instructed on the proxy card, or if you do not attend and cast your vote at the special meeting, it will have no effect on either of the proposals, although it could make it more difficult for a quorum to be achieved at the Midland special meeting.

Shares held in "street name"

        If you hold shares in "street name" with a broker, bank or other fiduciary, you will receive voting instructions from the holder of record of your shares. Under the rules of various national and regional securities exchanges, brokers, banks and other fiduciaries may generally vote your shares on routine matters, such as the ratification of an independent registered public accounting firm, even if you provide no instructions, but may not vote on non-routine matters, such as the matters being brought before the Midland special meeting, unless you provide voting instructions. Shares for which a broker does not have the authority to vote are recorded as "broker non-votes" and are not counted in the vote by shareholders or for purposes of a quorum. As a result, any broker non-votes will not affect the Midland share issuance proposal or the Midland adjournment proposal, although they could make it more difficult for a quorum to be achieved at the Midland special meeting.

        We therefore encourage you to provide directions to your broker, bank or other fiduciary as to how you want your shares voted on all matters to be brought before the special meeting. You should do this by carefully following the instructions your broker gives you concerning its procedures. Your broker, bank or other fiduciary may allow you to deliver your voting instructions via the telephone or the internet. Please see the instruction form provided by your broker, bank or other fiduciary that accompanies this proxy statement. If you wish to change your voting instructions after you have returned your voting instruction form to your broker, bank or other fiduciary, you must contact your broker, bank or other fiduciary. If you want to vote your shares of Midland common stock held in street name in person at the special meeting, you will need to obtain a written proxy in your name from your broker, bank or other fiduciary.

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Revocation of proxies

        You may revoke your proxy at any time before it is voted by notifying the Secretary of Midland, by submitting a new proxy with a later date, or by voting in person at the Midland special meeting. Attendance at the Midland special meeting will not, in and of itself, constitute a revocation of a proxy.

        All written notices of revocation and other communication with respect to the revocation of proxies should be addressed to: Midland States Bancorp, Inc., Secretary, 1201 Network Centre Drive, Effingham, Illinois 62401. If you hold your shares in the name of a broker, bank or other fiduciary and desire to revoke your proxy, you will need to contact your broker, bank or other fiduciary to revoke your proxy.

Proxy solicitation

        In addition to this mailing, proxies may be solicited by directors, officers or employees of Midland in person or by telephone or electronic transmission. None of Midland's directors, officers or employees will be directly compensated for any proxy solicitation services they provide. Midland will pay the costs associated with the solicitation of proxies for the Midland special meeting. Midland has retained Georgeson Inc. to assist in the solicitation of proxies for a fee of approximately $[    ·    ], and has agreed to reimburse Georgeson Inc. for certain out-of-pocket expenses.


THE MIDLAND PROPOSALS

Proposal 1—Approval of the issuance of shares of Midland common stock in connection with the merger

        At the Midland special meeting, shareholders of Midland will be asked to approve the issuance of shares of Midland common stock in connection with the merger, as contemplated by the merger agreement. Shareholders of Midland should read this joint proxy statement/prospectus carefully and in its entirety, including the appendices and the information incorporated by reference herein, for more detailed information concerning the merger agreement and the transactions contemplated therein. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.

        Approval of the Midland share issuance proposal requires the affirmative vote of a majority of the votes represented at the meeting. Abstentions are deemed to be represented at the meeting and thereby have the same effect as a vote against the Midland share issuance proposal. Shares not voted and broker non-votes will have no effect on the Midland share issuance proposal, although they could make it more difficult for a quorum to be achieved.

        For the reasons discussed in this joint proxy statement/prospectus, the board of directors of Midland determined that the merger agreement and the transactions contemplated therein, including the issuance of shares of Midland common stock in connection with the merger, are in the best interests of Midland and its shareholders, and unanimously adopted and approved the merger agreement. The board of directors of Midland unanimously recommends that Midland shareholders vote "FOR" approval of the Midland share issuance proposal.


Proposal 2—Adjournment of the Midland special meeting

        The Midland special meeting may be adjourned to another time or place, if necessary or appropriate, to permit, among other things, further solicitation of proxies if necessary to obtain additional votes in favor of the Midland share issuance proposal. If necessary or appropriate, including if the insufficient number of shares of Midland common stock cast in favor of the Midland share issuance proposal is insufficient to approve that proposal, Midland intends to move to adjourn the Midland special meeting, including to enable the board of directors of Midland to solicit additional

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proxies for approval of the Midland share issuance proposal. In this proposal, Midland is asking its shareholders to approve any such movement for an adjournment.

        Approval of the Midland adjournment proposal requires the affirmative vote of a majority of the votes represented at the meeting. Abstentions are deemed to be represented at the meeting and thereby have the same effect as a vote against the Midland adjournment proposal. Shares not voted and broker non-votes will have no effect on the Midland adjournment proposal, although they could make it more difficult for a quorum to be achieved.

        The board of directors of Midland unanimously recommends a vote "FOR" the Midland adjournment proposal.


THE ALPINE SPECIAL MEETING

Purpose

        Alpine shareholders are receiving this joint proxy statement/prospectus because on [    ·    ], the record date for the Alpine special meeting, which is to be held on [    ·    ], 2018, at [    ·    ] at [    ·    ], local time, they owned shares of Alpine common stock, and the board of directors of Alpine is soliciting proxies for the matters to be voted on at this special meeting, as described in more detail below. This joint proxy statement/prospectus was mailed to holders of Alpine common stock on or about [    ·    ] , and is accompanied by a proxy card for use at the meeting and at any adjournment(s) of the Alpine special meeting.

        At the special meeting, the Alpine board of directors will ask holders of Alpine common stock (whom we refer to in this section as "you") to vote upon the following:

        When you sign the enclosed proxy card or otherwise vote pursuant to the instructions set forth on the proxy card, you appoint the proxy holder as your representative at the Alpine special meeting. The proxy holder will vote your shares as you have instructed in the proxy card, thereby ensuring that your shares will be voted whether or not you attend the special meeting. Even if you plan to attend the special meeting, we ask that you instruct the proxies how to vote your shares in advance of the special meeting in case your plans change.

        If you have not already done so, please complete, date and sign the accompanying proxy card and return it promptly in the enclosed, postage paid envelope or otherwise vote pursuant to the instructions set forth on the proxy card. Instead of voting by mailing a proxy card, record shareholders can vote their shares of Alpine common stock via the internet or by telephone. The internet and telephone voting procedures are designed to authenticate shareholders' identities, allow shareholders to provide their voting instructions and confirm that their instructions have been recorded properly. Specific instructions for internet or telephone voting are set forth on the enclosed proxy card. If you do not vote your shares as instructed on the proxy card, or if you do not attend and cast your vote at the special meeting, the effect will be a vote against the adoption of the merger agreement.

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Record date, shares entitled to vote, quorum

        The record date for the Alpine special meeting is [    ·    ]. Alpine's shareholders of record as of the close of business on that day will receive notice of and will be entitled to vote at the special meeting. As of the record date, there were [    ·    ] shares of Alpine common stock outstanding and entitled to vote at the meeting. The outstanding shares are held by approximately [    ·    ] holders of record.

        The presence, in person or by proxy, of a majority of the shares of Alpine common stock entitled to vote is necessary to constitute a quorum at the meeting. Each share of Alpine common stock outstanding on the record date entitles its holder to one vote on the matters being brought before the Alpine special meeting.

        To determine the presence of a quorum at the meeting, Alpine will also count as present at the meeting the shares of Alpine common stock present in person but not voting and the shares of common stock for which Alpine has received proxies that do not contain voting instructions. Based on the number of shares of Alpine common stock outstanding as of the record date, at least [    ·    ] shares need to be present at the special meeting, whether in person or by proxy, to constitute a quorum.

        As of the record date for the meeting, Alpine's directors and executive officers beneficially owned a total of 2,800,166 shares, or approximately 33.1% of the outstanding shares, of Alpine common stock. We anticipate that these individuals will vote their shares in favor of the proposal to adopt the merger agreement and the Alpine adjournment proposal. In addition, certain of the principal shareholders have entered into a written agreement with Midland that they will vote their shares in favor of the merger agreement, subject to certain exceptions. See "The Merger—Voting agreement."

How to vote your shares

        Alpine shareholders of record can vote their shares by completing, signing and returning the enclosed proxy card, or via the internet or by telephone. The internet and telephone voting procedures are designed to authenticate shareholders' identities, allow shareholders to provide their voting instructions and confirm that their instructions have been recorded properly. Specific instructions for internet or telephone voting are set forth on the enclosed proxy card. The deadline for voting by telephone or via the internet is [    ·    ], [    ·    ] time, on [    ·    ], 2018.

        If you properly complete and timely submit your proxy, your shares will be voted as you have directed. You may vote for, against, or abstain with respect to the proposal to adopt the merger agreement and the Alpine adjournment proposal. If you are the record holder of your shares and submit your proxy without specifying a voting instruction, your shares will be voted as the Alpine board of directors recommends and will be voted "FOR" the proposal to adopt the merger agreement and "FOR" the Alpine adjournment proposal. If you do not vote your shares as instructed on the proxy card, or if you do not attend and cast your vote at the special meeting, it will have the effect as a vote against the proposal to adopt the merger agreement and a vote against the Alpine adjournment proposal.

Shares held in "street name"

        If you hold shares in "street name" with a broker, bank or other fiduciary, you will receive voting instructions from the holder of record of your shares. Under the rules of various national and regional securities exchanges, brokers, banks and other fiduciaries may generally vote your shares on routine matters, such as the ratification of an independent registered public accounting firm, even if you provide no instructions, but may not vote on non-routine matters, such as the matters being brought before the Alpine special meeting, unless you provide voting instructions. Shares for which a broker

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does not have the authority to vote are recorded as "broker non-votes" and are not counted in the vote by shareholders or for purposes of a quorum. As a result, any broker non-votes will have the effect of a vote against the proposal to adopt the merger agreement and a vote against the Alpine adjournment proposal.

        We therefore encourage you to provide directions to your broker, bank or other fiduciary as to how you want your shares voted on all matters to be brought before the Alpine special meeting. You should do this by carefully following the instructions your broker gives you concerning its procedures. Your broker, bank or other fiduciary may allow you to deliver your voting instructions via the telephone or the internet. Please see the instruction form provided by your broker, bank or other fiduciary that accompanies this proxy statement. If you wish to change your voting instructions after you have returned your voting instruction form to your broker, bank or other fiduciary, you must contact your broker, bank or other fiduciary. If you want to vote your shares of Alpine common stock held in street name in person at the special meeting, you will need to obtain a written proxy in your name from your broker, bank or other fiduciary.

Revocation of proxies

        You may revoke your proxy at any time before it is voted by notifying the Secretary of Alpine, by submitting a new proxy with a later date, or by voting in person at the Alpine special meeting. Attendance at the Alpine special meeting will not, in and of itself, constitute a revocation of a proxy.

        All written notices of revocation and other communication with respect to the revocation of proxies should be addressed to: Alpine Bancorporation, Inc., Attention: Chief Administrative Officer, 600 South State Street, Belvidere, Illinois 61008. If you hold your shares in the name of a broker, bank or other fiduciary and desire to revoke your proxy, you will need to contact your broker, bank or other fiduciary to revoke your proxy.

Proxy solicitation

        In addition to this mailing, proxies may be solicited by directors, officers or employees of Alpine in person or by telephone or electronic transmission. None of such directors, officers or employees will be directly compensated for such services. Alpine will pay the costs associated with the solicitation of proxies for the special meeting.


THE ALPINE PROPOSALS

Proposal 1—Adoption of the merger agreement

        At the Alpine special meeting, shareholders of Alpine will be asked to adopt the merger agreement. Shareholders of Alpine should read this joint proxy statement/prospectus carefully and in its entirety, including the appendices and the information incorporated by reference herein, for more detailed information concerning Midland, the merger agreement and the transactions contemplated therein. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.

        Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Alpine common stock entitled to vote. Abstentions, shares not voted and broker non-votes will have the same effect as a vote against the proposal to adopt the merger agreement.

        For the reasons discussed in this joint proxy statement/prospectus, the board of directors of Alpine unanimously determined that the merger agreement and the transactions contemplated therein are in the best interests of Alpine and its shareholders, and unanimously approved the merger agreement.

        The board of directors of Alpine unanimously recommends that Alpine shareholders vote "FOR" adoption of the merger agreement.

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Proposal 2—Adjournment of the Alpine special meeting

        The Alpine special meeting may be adjourned to another time or place, if necessary or appropriate, to permit, among other things, further solicitation of proxies if necessary to obtain additional votes in favor of the adoption of the merger agreement. If necessary or appropriate, including if the number of shares of Alpine common stock cast in favor of the merger agreement is insufficient to adopt the merger agreement, Alpine intends to move to adjourn the Alpine special meeting, including to enable the board of directors of Alpine to solicit additional proxies for adoption of the merger agreement. In this proposal, Alpine is asking its shareholders to approve any such movement for an adjournment.

        Approval of the Alpine adjournment requires the affirmative vote of the holders of a majority of the shares of Alpine common stock present in person or represented by proxy at the meeting and entitled to vote. Abstentions, shares not voted and broker non-votes will have the same effect as a vote against the Alpine adjournment proposal.

        The board of directors of Alpine unanimously recommends a vote "FOR" the Alpine adjournment proposal.

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THE MERGER

        This section of the joint proxy statement/prospectus describes certain information about the merger. The discussion is subject, and qualified in its entirety by reference, to the merger agreement attached as Annex A to this joint proxy statement/prospectus and incorporated herein by reference. We urge you to read carefully this entire joint proxy statement/prospectus, including the merger agreement attached as Annex A, for a more complete understanding of the merger.

General

        The boards of directors of Midland and Alpine are using this joint proxy statement/prospectus to solicit proxies from the holders of Midland and Alpine common stock for use at the Midland and Alpine special meetings of shareholders. Midland shareholders will be asked to approve the Midland share issuance proposal and the Midland adjournment proposal, and holders of Alpine common stock will be asked to adopt the merger agreement and to approve the Alpine adjournment proposal. When the merger is completed, Alpine will merge with and into Merger Sub and will cease to exist, which will result in Alpine Bank being a wholly owned subsidiary of Midland. The merger is anticipated to be completed during the first quarter of 2018. Following the completion of the merger, Midland intends to merge Alpine Bank with and into Midland States Bank, with Midland States Bank as the surviving bank. At such time, Alpine Bank's banking offices will become banking offices of Midland States Bank.

        If the merger is completed, Midland will pay an aggregate of $33,306,000 in cash and issue an aggregate of 4,463,200 shares of Midland common stock. Based on 8,449,278 shares of Alpine common stock outstanding as of [    ·    ], the latest practicable date before the date of this proxy statement/prospectus, each share of Alpine common stock issued and outstanding immediately prior to the effective time of the merger (other than shares owned by Alpine, Midland or Merger Sub and any dissenting shares), will be converted into the right to receive $3.94 in cash and 0.5282 shares of Midland common stock, subject to certain adjustments, as described in this joint proxy statement/prospectus. In addition, Alpine will cause the restricted stock units of Alpine to vest and be cancelled on the date of the effective time of the merger, and Midland will provide a cash payment in respect of each restricted stock unit of Alpine in an amount equal to $19.55. See "Description of the Merger Agreement—Merger consideration."

Background of the merger

        The board of directors of Alpine has periodically reviewed and discussed Alpine's business, strategic direction, performance and prospects in the context of developments in the banking industry and the communities Alpine serves. Among other things, in furtherance of enhancing profitability and maximizing shareholder value, these discussions have included discussions about possible strategic directions available to Alpine, including, from time to time, capital raising activities and possible acquisitions or business combinations involving various other financial institutions.

        On February 15, 2017, Alpine's Chairman, R. Robert Funderburg, Jr., met with representatives of Chapman, outside counsel to Alpine, to discuss the banking landscape, the company's operations and the strategic alternatives available to Alpine and its shareholders.

        Between February 16, 2017 and April 6, 2017, Alpine's executive management team, which includes its Chairman, had discussions with investment banking firms with experience in business combinations in the financial services industry in Illinois and contiguous states to discuss Alpine's strategic options, including continuing operations on a standalone basis, mergers of equals or a sale to a strategic partner. Following these discussions and negotiations by Alpine's executive management, on April 11, 2017, Alpine executed an engagement letter with Sheshunoff regarding a potential sale to a strategic partner.

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        Over the course of the next several weeks, Sheshunoff prepared for and launched the sale process. A list of potential buyers was assembled and reviewed and discussed on several occasions among members of Alpine's executive management team, Chapman and Sheshunoff. Modifications to the list were made with consideration given to, among other things, the likelihood of interest in Alpine, the ability to pay, the desired mix of consideration, liquidity of any stock components of the consideration and competitive concerns that might prevent or delay a transaction from a regulatory perspective. Alpine's Chairman notified the lead independent director of Alpine's board of directors (which we refer to as the "Lead Director") of the initiation of the process and any material developments.

        Between April 11, 2017 and May 16, 2017, Sheshunoff contacted approximately fifteen potential buyers selected and approved by the executive management team. All of these potential buyers were among the list of financial institutions that Sheshunoff had identified as the most likely to have an interest in pursuing a transaction with Alpine based on substantial research and analysis with respect to market share, prior acquisition activity, perceived ability to pay and a number of other objective and subjective factors, and, in the case of certain potential buyers, the potential buyers' prior informal expressions of interest directly to Alpine's executives.

        The potential buyers, including Midland, were provided with information generically describing the business and certain financial metrics and asked to express interest in a potential transaction. Five of the potential buyers that were contacted, including Midland, executed non-disclosure agreements. Thereafter, the five interested parties were provided with a confidential information memorandum that more completely described Alpine's business and operations and were given access to a virtual data room containing certain financial statements, business and employment information and other data to allow the potential buyers to conduct preliminary due diligence on Alpine.

        In May 2017, Alpine's executive management team assembled a team of senior executives to inform them of the sales process and to solicit their assistance with evaluating potential buyers and any non-binding indications of interest (which we refer to as the "Evaluation Team"). The members of the Evaluation Team, after being instructed as to the confidential nature of the process, were placed into evaluation groups representing Alpine's four major constituencies of shareholders, employees, customers and community.

        On June 6, 2017, at a regularly scheduled meeting of the Midland board of directors, Midland's senior management delivered a presentation regarding a possible acquisition of Alpine. Midland's board of directors directed Midland's management to conduct a due diligence review of Alpine, and to submit a non-binding indication of interest for the possible transaction.

        On June 12, 2017, Alpine received a written non-binding indication of interest from Midland that outlined key merger terms, including, among other things, consideration, Midland's successful acquisition history, employee benefit packages and proposed insurance. In particular, Midland's indication of interest provided for consideration consisting of a mix of 80% Midland common stock and 20% cash, valued at approximately $21.00 per share of Alpine common stock. Midland's terms also included the receipt of assurance at the time of signing the definitive merger agreement that Alpine's principal shareholders are in favor of, and would vote to approve, the proposed acquisition.

        One other potential buyer, which was another publicly traded bank holding company and which we refer to as "Company A," submitted a written non-binding indication of interest on June 14, 2017. Company A's indication of interest outlined its respective key merger considerations, including but not limited to aggregate consideration and form of consideration. Company A indicated an interest in acquiring Alpine at price materially less then Midland's bid with the mix of 10% cash and 90% shares of Company A common stock. Both non-binding indications of interest received were subject to further due diligence and the negotiation of a definitive merger agreement. The three other parties that had executed a non-disclosure agreement declined to submit a written indication of interest although discussions continued with one of the parties into later August 2017.

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        Both non-binding letters of interest were reviewed by Alpine's executive management team, the Evaluation Team, Sheshunoff and Chapman. The review focused on the key terms and characteristics of each proposal, including the amount and type of consideration offered, the relative strengths and weaknesses of each potential buyer, employment practices of each institution, the transaction structures, the liquidity of the common stock, likelihood of consummating a transaction with each institution, the competitive and other regulatory challenges that a potential deal with each institution might face and each institution's financial performance. After the review was completed and Alpine determined that Midland's proposal was superior, Sheshunoff was instructed by executive management to continue negotiations with representatives of Midland and KBW, Midland's financial advisor.

        On August 30, 2017, Alpine received Midland's revised non-binding indication of interest (which we refer to as the "revised letter") which increased the proposed merger consideration to $21.26 per share of Alpine common stock by increasing the stock component from just under 4.1 million shares of Midland common stock to just over 4.46 million shares from the terms of the June 12, 2017 letter. In addition, Midland's revised letter specified that Midland would assume the costs associated with Alpine's employment agreements included in the virtual data room. A final non-binding indication of interest was submitted on August 31, 2017, which provided for, among other things, and additional $500,000 dividend allowance. After multiple discussions among Alpine's executive management team, the Evaluation Team, Sheshunoff, Chapman, the Lead Director and the principal shareholders, on September 6, 2017, Alpine countersigned the revised non-binding indication of interest and the parties continued their due diligence. Barack Ferrazzano, outside counsel to Midland, and Chapman were instructed by their respective clients to begin work on the merger agreement and ancillary documents.

        On September 6, 2017, members of Midland's management delivered a presentation to the Midland board of directors regarding the terms of the proposed transaction with Alpine. The Midland board of directors directed Midland's management to complete its due diligence review of Alpine and to proceed with further negotiations with Alpine regarding the terms of the transaction and the negotiation of a definitive merger agreement.

        On September 13, 2017, Barack Ferrazzano distributed an initial draft of the merger agreement to Chapman. Thereafter, representatives of Midland, Alpine, Barack Ferrazzano, Chapman, KBW and Sheshunoff negotiated the terms of the draft merger agreement and other documents related to the proposed merger, and conducted due diligence with respect to Midland and Alpine.

        On September 25, 2017, the Alpine board of directors met to discuss the sales process and review the revised letter. The meeting was also attended by certain members of the Evaluation Team and a representative of both Sheshunoff and Chapman. Alpine's board of directors received an update from Sheshunoff on the current market for bank mergers and acquisitions. Sheshunoff provided a review of the process undertaken to that point and discussed the terms of the revised letter and the other non-binding indication of interest that had been received. The Alpine board of directors reviewed the key terms and characteristics of each proposal, including the amount and type of consideration offered, the relative strengths and weaknesses of each institution, the transaction structures, the likelihood of consummating a transaction with each institution, the competitive and other regulatory challenges that a potential deal with each institution might face and the financial performance of the institutions.

        In discussing the relative merits of Midland, among other things, Alpine's executive management and the representative of Sheshunoff noted that it was unlikely that Midland would face significant regulatory or other difficulties in completing the acquisition but that transactions are often protested with or without merit and that any such protest can cause delays. In the course of this discussion, the representative of Chapman outlined the fiduciary responsibilities of board members when the board is presented with a potential sale and confidentiality requirements. After a discussion of its fiduciary duties, confidentiality requirements and various terms and provisions of the draft merger agreement as well as due diligence issues requiring resolution prior to execution of the merger agreement, and a

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recommendation from Alpine's executive management and the Evaluation Team, the Alpine board of directors authorized Alpine's executive management, Sheshunoff and Chapman to continue to negotiate a definitive agreement and complete due diligence with Midland.

        On October 6, 2017, the Midland board met to review the proposed transaction with Alpine. Midland's management delivered presentations to the board regarding Alpine, the strategic rationale for the proposed transaction, the results of Midland's due diligence investigation, and the financial and legal terms of the draft merger agreement. In addition, representatives of KBW delivered a presentation regarding Alpine and the financial terms of the proposed transaction, and representatives of Barack Ferrazzano delivered a presentation regarding certain legal matters in connection with the proposed transaction. Following additional discussion and deliberation, including careful consideration of the factors described under "Midland's reasons for the merger and recommendation of the board of directors," Midland's board of directors determined that the merger was in the best interests of Midland and its shareholders and unanimously approved the merger agreement and the voting agreement, including the share issuance and other transactions contemplated thereby, and authorized Midland's management to finalize and enter into the agreements.

        After further negotiations among the parties' management, financial advisors and counsel, on October 7, 2017, the October 6, 2017 draft of the merger agreement was delivered to Alpine's board of directors in advance of a meeting scheduled for October 10, 2017. All of the significant unresolved issues were now negotiated by the parties. On October 10, 2017, the Alpine board of directors held a meeting to discuss the terms of the proposed transaction with Midland. The meeting was also attended by representatives of Sheshunoff and Chapman. Sheshunoff noted that the draft merger agreement provided for: (a) merger consideration with an estimated value of $22.38 per share of Alpine common stock, based on an assumed market value of Midland common stock of $32.30 per share; (b) a consideration mix of approximately 80% stock and 20% cash to all shareholders; (c) the ability for Alpine shareholders to receive a distribution of Alpine's excess capital immediately prior to closing; (d) Alpine's ability to pay a final cash dividend to its shareholders prior to the closing in an aggregate amount equal to the amount, if any, by which Alpine's adjusted total tangible shareholders' equity as of the measurement date exceeds $105.4 million; (e) a "double trigger termination right" in the event of a significant decrease in Midland's common stock price; and (f) termination fees payable to Midland in the event the board of directors accepted a superior proposal or certain actions as described in the draft merger agreement. Sheshunoff then presented its financial analysis of the consideration to be paid pursuant to the draft merger agreement, and after fielding questions from the directors, Sheshunoff rendered to the Alpine board of directors an oral opinion to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken and described in its opinion, the consideration to be paid pursuant to the proposed merger agreement to the holders of Alpine's common stock was fair, from a financial point of view, to such holders. Chapman again reviewed the fiduciary duties of the board of directors in connection with its consideration of the proposed merger and reviewed with the Alpine board of directors the substantially final terms of the draft merger agreement, including but not limited to the terms on which the Alpine board of directors would have the ability to consider a superior proposal if one were to emerge, the termination fee that would be payable upon termination of the merger agreement in certain circumstances, operating covenants prior to closing and the conditions to closing, specifically the regulatory approval provisions of the draft merger agreement.

        On October 13, 2017, the Alpine board of directors again met with representatives of Sheshunoff and Chapman as well as members of the Alpine Bank board of directors to review the final merger agreement and receive an updated fairness opinion from Sheshunoff based upon the change in the Midland common stock price subsequent to the October 6, 2017 meeting of the Alpine board of directors. Sheshunoff orally affirmed its fairness opinion and following additional discussion and deliberation, including careful consideration of the factors described under "Alpine's reasons for the

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merger and recommendation of the board of directors," Alpine's board of directors determined that the merger was in the best interests of Alpine and its shareholders and unanimously adopted and approved the merger agreement and authorized the transactions contemplated thereby. Sheshunoff's fairness opinion was later confirmed by delivery of a written opinion dated October 13, 2017 which is included as Annex C to this document.

        On October 16, 2017, Alpine, Midland and Merger Sub executed the merger agreement, and Midland entered into the voting agreement with the Alpine shareholders party to that agreement. Thereafter, the parties issued a joint press release announcing the execution of the merger agreement.

Midland's reasons for the merger and recommendation of the board of directors

        Midland's board of directors believes that the merger is in the best interests of Midland and its shareholders. In deciding to unanimously approve the agreement and the transactions contemplated therein, including the issuance of Midland common stock in connection with the merger, Midland's board of directors consulted with its management as well as its legal and financial advisors, and considered a number of factors, including the following:

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        In addition, Midland's board of directors considered a number of risks with respect to the merger, including the following:

        The above discussion of the information and factors considered by Midland's board of directors is not intended to be exhaustive, but includes a description of material factors considered by the Midland board of directors. In view of the wide variety of factors considered by the Midland board of directors in connection with its evaluation of the merger, the Midland board of directors did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered. In considering the factors described above, individual directors may have given differing weights to different factors. Midland's board of directors collectively made its determination with respect to the merger based on the conclusion reached by its members based on the factors that each of them considered appropriate, that the merger is in the best interests of Midland's shareholders.

        Midland's board of directors has unanimously determined that the merger is in the best interests of Midland and its shareholders. Midland's board of directors unanimously approved the merger agreement and recommends that shareholders vote "FOR" approval of the Midland share issuance proposal.

Alpine's reasons for the merger and recommendation of the board of directors

        In reaching its decision to adopt and approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, and to recommend that its shareholders vote to adopt the merger, the Alpine board of directors consulted with Alpine executive management and

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Evaluation Team, as well as its financial and legal advisors, and considered a number of financial, legal and market factors, including the following material factors:

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        In considering the recommendation of the Alpine board of directors, you should be aware that certain directors and officers of Alpine have interests in the merger that are different from, or in addition to, interests of shareholders of Alpine generally and may create potential conflicts of interest. The Alpine board of directors was aware of these interests and considered them when evaluating and negotiating the merger agreement, the merger and the other transactions contemplated by the merger agreement, and in recommending to Alpine's shareholders that they vote in favor of the proposal to adopt the merger agreement. See "The Merger—Interests of certain persons in the merger."

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        The terms of the proposed merger, including the consideration to be received by the Alpine shareholders, are the result of arm's length negotiations between the representatives of Alpine and Midland. The unanimous decision of the Alpine board of directors to approve the merger, adopt the merger agreement, and recommend that the shareholders vote to adopt the merger agreement was the result of extensive discussions and deliberation that took place over a period of several months, with scheduled formal discussions occurring at several meetings of the Alpine board of directors. There were also multiple information discussions regarding transactions generally and the Midland transaction specifically between Alpine executive management and members of the board of directors and Alpine's outside advisors. Both Sheshunoff and Chapman provided multiple presentations to the Alpine board of directors. This discussion of the information and factors considered by the Alpine board of directors includes the material factors considered by the Alpine board of directors, but it is not intended to be exhaustive and may not include all the factors considered by the Alpine board of directors. In view of the wide variety of factors considered, and the complexity of these matters, Alpine's board of directors did not quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to adopt and approve the merger agreement, the merger and the other transactions contemplated by the merger agreement. Rather, the Alpine board of directors viewed its position and unanimous recommendation as being based on the totality of the information presented to and factors considered by it, including discussions with, and questioning of, Alpine's executive management, the Evaluation Team and its financial and legal advisors. In addition, individual members of the Alpine board of directors may have given differing weights to different factors. It should be noted that this explanation of the reasoning of the Alpine board of directors and certain information presented in this section is forward-looking in nature and, therefore, that information should be read in light of the factors discussed in the section entitled "Special Note Regarding Forward-Looking Statements."

Opinion of Sheshunoff & Co. Investment Banking, L.P.

        Alpine retained Sheshunoff to provide an opinion as to the fairness from a financial viewpoint to Alpine's shareholders of the merger consideration to be received by the shareholders of Alpine. As part of its investment banking business, Sheshunoff is regularly engaged in the valuation of securities in connection with mergers and acquisitions and valuations for estate, corporation and other purposes. Alpine retained Sheshunoff based upon its experience as a financial advisor in mergers and acquisitions of financial institutions and its knowledge of financial institutions.

        On October 13, 2017, Sheshunoff rendered its fairness opinion to the board of directors of Alpine that, as of such date, the merger consideration was fair, from a financial point of view, to the shareholders of Alpine. The full text of the fairness opinion, which sets forth, among other things, assumptions made, procedures followed, matters considered, and limitations on the review undertaken, is attached as Annex C to this joint proxy statement/prospectus. You are urged to read Sheshunoff's fairness opinion carefully and in its entirety. The fairness opinion is addressed to the board of directors of Alpine and does not constitute a recommendation to any shareholder of Alpine as to how he or she should vote at the Alpine special meeting.

        In connection with the fairness opinion, Sheshunoff:

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        For the purposes of this opinion, Sheshunoff assumed and relied upon, without independent verification, the accuracy and completeness of the information provided to it by Alpine in conjunction with this opinion. Sheshunoff assumed that any projections provided by or approved by Alpine were reasonably prepared on a basis reflecting the best currently available estimates and judgments of Alpine's management. Sheshunoff assumed such forecasts and projections will be realized in the amounts and at times contemplated thereby.

        Sheshunoff did not make an independent evaluation of the assets or liabilities (including any contingent, derivative or off-balance-sheet assets or liabilities) of Alpine or Midland nor was Sheshunoff furnished with any such appraisal. Sheshunoff assumed that any off-balance-sheet activities of Alpine or Midland would not materially and adversely impact the future financial position or results of operation of Midland after the merger. Sheshunoff is not an expert in the evaluation of loan portfolios for the purposes of assessing the adequacy of the allowance for loan and lease losses and assumed that such allowances for Alpine and Midland are, respectively, adequate to cover such losses.

        Sheshunoff assumed that the merger agreement, as provided to Sheshunoff, would be without any amendment or waiver of, or delay in the fulfillment of, any terms or conditions set forth in the terms provided to Sheshunoff or any subsequent development that would have a material adverse effect on Alpine or Midland and thereby on the results of its analyses. Sheshunoff assumed that any and all regulatory approvals, if required, would be received in a timely fashion and without any conditions or requirements that could adversely affect the operations or financial condition of Midland after the completion of the merger.

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        The fairness opinion is necessarily based on economic, market, regulatory, and other conditions as in effect on, and the information made available to Sheshunoff as of October 13, 2017.

        In rendering the fairness opinion, Sheshunoff performed a variety of financial analyses. The preparation of an opinion involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Consequently, the fairness opinion is not readily susceptible to partial analysis or summary description. Moreover, the evaluation of fairness, from a financial point of view, of the merger consideration is to some extent subjective, based on the experience and judgment of Sheshunoff, and not merely the result of mathematical analysis of financial data. Sheshunoff did not attribute particular weight to any analysis or factor considered by it. Accordingly, notwithstanding the separate factors summarized below, Sheshunoff believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered, without considering all analyses and factors, could create an incomplete view of the evaluation process underlying its opinion. The ranges of valuations resulting from any particular analysis described below should not be taken to be Sheshunoff's view of the actual value of Alpine, Midland or the combined entity.

        In performing its analyses, Sheshunoff made numerous assumptions with respect to industry performance, business and economic conditions and other matters, many of which are beyond the control of Alpine or Midland. The analyses performed by Sheshunoff are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by such analyses. In addition, Sheshunoff's analyses should not be viewed as determinative of the opinion of the board of directors or the management of Alpine with respect to the value of Alpine or Midland or to the fairness of the merger consideration.

        The following is a summary of the analyses performed by Sheshunoff in connection with its opinion. The discussion utilizes financial information concerning Alpine and Midland as of June 30, 2017 that Sheshunoff believed to be reliable, accurate, and complete; however, Sheshunoff cannot guarantee the reliability, accuracy, or completeness of any such publicly available information.

        The draft merger agreement dated October 6, 2017, contemplated that Midland would agree to exchange approximately $33.3 million in cash and 4,463,200 shares of Midland common stock for all of the outstanding shares of common stock of Alpine. Alpine would also pay out excess capital prior to the completion of the transaction, which was estimated at approximately $11.6 million assuming a closing date of March 31, 2018. The aggregate consideration to be received by Alpine shareholders was valued at approximately $192.6 million calculated with Midland's closing share price of $33.09 on October 12, 2017. The value and the composition of the total merger consideration would be adjusted pursuant to the terms of the merger agreement. The Midland purchase price is in addition to the assumption of a number of one-time deal related charges other than Alpine's legal expenses, accounting fees, and investment banker's fees. The total deal related charges to be paid by Midland is estimated to be approximately $16.6 million on a pre-tax basis.

        Alpine Discounted Cash Flow Analysis:    Using discounted cash flow analysis, Sheshunoff estimated the present value of the future after-tax cash flow streams that Alpine could produce on a stand-alone basis through June 30, 2022 under various circumstances, assuming that it performed in accordance with the projections provided by Alpine's management.

        Sheshunoff estimated the terminal value for Alpine at the end of June 30, 2022 by (1) multiplying the final period projected earnings by one plus the assumed annual long-term growth rate of the earnings of Alpine of 4.0% (or 1.04) and (2) dividing this product by the difference between the required rates of return shown below and the assumed annual long-term growth rate of earnings of 4.0% in (1) above. Sheshunoff discounted the annual cash flow streams (defined as all earnings in excess of that which is required to maintain a tangible common equity to tangible asset ratio of 8.0%) and the terminal values using discount rates ranging from 12.0% to 14.0%. The discount rate range was

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chosen to reflect different assumptions regarding the required rates of return of Alpine and the inherent risk surrounding the underlying projections. This discounted cash flow analysis indicated a range of values per share of $13.75 to $17.25 as shown in the table below compared to the estimated merger consideration of $22.80 per share (including the payment of the excess capital to Alpine shareholders prior to the completion of the transaction).

 
  Discount Rate  
 
  14.0%   13.0%   12.0%  

Present value (in thousands)

  $ 116,182   $ 129,286   $ 145,736  

Present value (per share)

  $ 13.75   $ 15.30   $ 17.25  

        Analysis of Selected Transactions:    Sheshunoff performed an analysis of premiums paid in selected recently announced acquisitions of banking organizations with comparable characteristics to Alpine. Three sets of transactions were selected to ensure a thorough analysis.

        The first set of comparable transactions consisted of a group of selected transactions for banks and thrifts in the United States for which pricing data was available, with the following characteristics: targets with headquarters in the Midwest with total assets between $500 million and $2.5 billion that were announced since January 1, 2015, reporting a return on average assets greater than 0.0%, and being headquartered in a metropolitan area. These comparable transactions consisted of 21 mergers and acquisitions of banks and thrifts with total assets ranging between $523.1 million and $2.45 billion that were announced between January 6, 2015 and August 8, 2017. The analysis yielded multiples of the purchase prices in these transactions as summarized below:

 
  Price/
Book
(x)
  Price/Tg Book
(x)
  Price/
8% Tg
Book
(x)
  Price/
LTM**
Earnings
(x)
  Price/
Assets
(%)
  Price/
Deposits
(%)
  Premium/
Deposits
(%)
 

Maximum

    3.47     3.47     2.64     60.1     26.1     33.0     20.6  

Minimum

    1.04     1.16     1.30     3.2     10.9     12.2     2.9  

Median

    1.60     1.67     1.63     19.6     15.7     18.9     6.7  

Alpine*

    1.77     1.77     1.82     17.2     15.0     16.9     7.4  

*
Alpine pricing multiples assume the distribution of excess capital to its shareholders prior to closing

**
Last-twelve-months

        The transaction value multiples exceed the medians of the Midwest regional comparable group on a price to book, price to tangible book, price to 8% tangible book, and premium to deposits basis. The transaction value multiples are slightly below the medians of the Midwest regional comparable group on a price to LTM earnings, price to assets, and price to deposits basis. The transaction value multiples on a price to assets and price to deposits basis are lower in part due to the lower capital levels of Alpine compared to the median levels of the comparable group. The transaction value multiple of price to last-twelve-months (which we refer to as "LTM") earnings trails the comparable group median due in part to the slightly higher return on average assets (which we refer to as "ROAA") level of Alpine compared to the median of the comparable group level.

        The second set of comparable transactions consisted of a group of selected transactions for banks and thrifts headquartered in the United States for which pricing data was available, with the following characteristics: deals that were announced in the State of Illinois since January 1, 2015 with target total assets between $500 million and $2.5 billion, a return on average assets greater than 0.0%, and being headquartered in a metropolitan area. These comparable transactions consisted of six mergers and acquisitions of banks and thrifts with total assets ranging between $636.9 million and $2.45 billion that

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were announced between November 12, 2015 and March 13, 2017. The analysis yielded multiples of the purchase prices in these transactions as summarized below:

 
  Price/
Book
(x)
  Price/Tg
Book
(x)
  Price/
8% Tg
Book
(x)
  Price/
LTM**
Earnings
(x)
  Price/
Assets
(%)
  Price/
Deposits
(%)
  Premium/
Deposits
(%)
 

Maximum

    1.98     2.00     2.27     51.5     20.1     25.6     11.2  

Minimum

    1.10     1.28     1.32     18.2     10.9     12.2     2.9  

Median

    1.41     1.41     1.59     21.2     16.2     19.9     5.8  

Alpine*

    1.77     1.77     1.82     17.2     15.0     16.9     7.4  

*
Alpine pricing multiples assume the distribution of excess capital to its shareholders prior to closing

**
Last-twelve-months

        The transaction value multiples exceed the medians of the Illinois comparable group on a price to book, price to tangible book, price to 8% tangible book, and premium to deposits basis. The transaction value multiples are slightly below the medians of the Illinois comparable group on a price to LTM earnings, price to assets, and price to deposits basis. The transaction value multiples on a price to assets and price to deposits basis are lower in part due to the lower capital levels of Alpine compared to the median levels of the comparable group. The transaction value multiple of price to LTM earnings trails the comparable group median due in part to the higher ROAA level of Alpine compared to the median of the comparable group level.

        The third set of comparable transactions consisted of a group of selected transactions for banks and thrifts headquartered in the United States for which pricing data was available, with the following characteristics: deals that were announced since July 1, 2016 with target total assets between $500 million and $2 billion, a return on average assets greater than 0.0%, and being headquartered in a metropolitan area. These comparable transactions consisted of 32 mergers and acquisitions of banks and thrifts with total assets ranging between $510.8 million and $1.99 billion that were announced between July 8, 2016 and September 27, 2017. The analysis yielded multiples of the purchase prices in these transactions as summarized below:

 
  Price/
Book
(x)
  Price/Tg
Book
(x)
  Price/
8% Tg
Book
(x)
  Price/
LTM**
Earnings
(x)
  Price/
Assets
(%)
  Price/
Deposits
(%)
  Premium/
Deposits
(%)
 

Maximum

    2.41     2.65     2.64     55.7     26.1     33.6     20.6  

Minimum

    0.56     1.01     1.04     7.2     10.9     14.6     0.4  

Median

    1.80     1.83     1.95     21.6     17.4     21.5     9.8  

Alpine*

    1.77     1.77     1.82     17.2     15.0     16.9     7.4  

*
Alpine pricing multiples assume the distribution of excess capital to its shareholders prior to closing

**
Last-twelve-months

        The transaction value multiples are generally in-line to slightly lower than the medians of the U.S. comparable group on a price to book, price to tangible book, price to 8% tangible book, price to LTM earnings, price to assets, price to deposits, and premium to deposits basis. The transaction value multiples on a price to assets and price to deposits basis are lower in part due to the lower capital levels of Alpine compared to the median levels of the comparable group.

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        Contribution Analysis:    Sheshunoff reviewed the relative contributions of Alpine and Midland to the combined company based on regulatory data as of June 30, 2017 for Alpine and Midland. Sheshunoff compared the pro forma ownership interests (which excludes the cash component of the merger consideration) of Alpine and Midland of 18.9% and 81.1%, respectively, to: (1) total assets of 22.2% and 77.8%, respectively; (2) total loans of 20.7% and 79.3%, respectively; (3) total deposits of 25.5% and 74.5%, respectively; (4) LTM net-interest income of 25.6% and 74.4%, respectively; (5) LTM non-interest income of 28.6% and 71.4%, respectively; (6) LTM non-interest expenses of 26.2% and 73.8%, respectively; (7) LTM earnings (tax-affected for Alpine) of 26.0% and 74.0%, respectively; and (8) total tangible equity of 24.6% and 75.4%, respectively. The contribution analysis shows that the ownership of Alpine shareholders in the combined company is less than the contribution of the components listed due largely to the considerable amount of cash consideration in the merger. The contributions are shown in the following table.

(dollars in thousands)
  Assets   %   Loans   %   Deposits   %  

Midland

  $ 4,491,642     77.8 % $ 3,184,063     79.3 % $ 3,333,031     74.5 %

Alpine

  $ 1,283,184     22.2 % $ 830,168     20.7 % $ 1,138,274     25.5 %

Combined Company

  $ 5,774,826     100.0 % $ 4,014,231     100.0 % $ 4,471,305     100.0 %

 

(dollars in thousands)
  LTM Net
Interest
Income
  %   LTM Non-
Interest
Income
  %   LTM Non-
Interest
Expenses
  %  

Midland

  $ 110,086     74.4 % $ 60,827     71.4 % $ 131,190     73.8 %

Alpine

  $ 37,898     25.6 % $ 24,312     28.6 % $ 46,611     26.2 %

Combined Company

  $ 147,984     100.0 % $ 85,139     100.0 % $ 177,801     100.0 %

 

(dollars in thousands)
  Earnings*   %   Shares
(Actual)
  %   Tangible
Equity
  %  

Midland

  $ 31,663     74.0 %   19,095,237     81.1 % $ 333,419     75.4 %

Alpine

  $ 11,100     26.0 %   4,463,200     18.9 % $ 108,680     24.6 %

Combined Company

  $ 42,763     100.0 %   23,558,437     100.0 % $ 442,099     100.0 %

Data as of June 30, 2017; LTM defined as last twelve months

*
Alpine earnings adjusted to a C-Corp basis

        Sheshunoff noted that if this was an all stock transaction (in which Alpine shareholder would receive additional shares of Midland common stock instead of the cash component of the aggregate merger consideration), Alpines shareholders would own an estimated 23.7% of pro forma outstanding shares of Midland at closing.

        Pro Forma Financial Impact:    Sheshunoff analyzed the pro forma impact of the merger on estimated earnings per share, book value per share and tangible book value per share for the twelve-month periods ending 2018 through 2022 based on the projections provided by Alpine's management for Alpine on a stand-alone basis assuming pre-tax cost savings of $17.75 million phased in by 2019 (the end of the second year after completion of the transaction).

        The analysis indicated pro forma consolidated earnings per share dilution of $0.44 per share or 22.8% in year one and accretion of $0.08 per share or 3.2% by year five compared to estimated earnings per share for Alpine on a stand-alone basis. The implied book value per share accretion in the merger was $4.25 per share or 30.1% in year one and the implied book value accretion was $6.31 per share or 33.2% by year five. Book value per share is significantly accretive on a stand-alone basis when

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considering the market value of the stock received which trades at a significant premium to book value. The implied tangible book value per share dilution in the merger was $1.06 per share or 7.5% in year one and the implied tangible book value accretion was $1.29 per share or 6.8% by year five. The analysis indicated pro forma dividends per share dilution of $0.06 per share or 12.5% in year one and accretion of $0.11 per share or 28.9% by year five compared to estimated dividends per share for Alpine on a stand-alone basis. The earnings, book value, tangible book value and dividend accretion is greatly affected by the cash consideration to be received, so for comparative purposes on each of the per share comparisons, the merger was treated as an all-stock transaction. The analysis of whether the merger consideration is accretive or dilutive to Alpine based on the above measures and the amounts of such accretion or dilution is sensitive to the composition of the merger consideration and the accounting assumptions to be made by Midland.

        Comparable Company Analysis:    Sheshunoff compared the operating and market results of Midland to the results of other publicly traded banking companies. The comparable publicly traded companies in the Midwest Region of the United States (as defined by S&P Global Market Intelligence) were selected primarily on the basis of location and total asset size. Midland was compared to banks with total assets between $2 billion and $20 billion that were headquartered in the Midwest Region of the United States (also as defined by S&P Global Market Intelligence). The data for the following table is based on GAAP financial information as of June 30, 2017 provided by S&P Global Market Intelligence. Some of the ratios presented are proprietary to S&P Global Market Intelligence and may not strictly conform to the common industry determination.

 
  Midland
(%)
  Peer Group
Median
(%)
 

Return on Average Assets

    0.96     1.07  

Return on Average Equity

    9.49     9.49  

Net Interest Margin

    3.81     3.71  

Efficiency Ratio

    66.8     60.0  

Tangible Equity to Tangible Asset Ratio

    7.69     8.93  

Loan Loss Reserves to Loans Ratio

    0.48     0.96  

Ratio of Non-Performing Assets to Total Assets

    0.74     0.73  

Total Capital Ratio

    12.0     13.3  

        Midland's performance as measured by its return on average assets was slightly below the peer group while that of its return on average equity matched that of its peer group median level. Midland's net interest margin was stronger than its peers with its efficiency ratio being somewhat weaker (higher level) than its peers. Midland's tangible capital level was slightly lower to its peers, while its asset quality, as measured by its ratio of non-performing assets to total assets, generally matched that of the peer group median. Its loan loss reserves to loans ratio was slightly lower than the median peer group level, while its Total Capital Ratio was lower than the peer group median.

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        Sheshunoff compared Midland's trading results to its peers. The results are summarized in the following table. The data for the following table is based on publicly available GAAP financial information and market data as of October 12, 2017 provided by S&P Global Market Intelligence.

 
  Midland   Peer Group
Median
 

Market Price as a Multiple of Stated Book Value

    1.41x     1.67x  

Market Price as a Multiple of Stated Tangible Book Value

    1.89x     2.21x  

Price as a Multiple of LTM Earnings

    17.0x     18.9x  

Market Price as a Percent of Assets

    14.1 %   18.8 %

Dividend Yield

    2.4 %   1.8 %

Dividend Payout

    39.0 %   32.8 %

        Midland's price-to-book multiple as measured by its market price as a multiple of stated book value and its market price as a multiple of stated tangible book value were lower than the comparable peer group medians. Midland's price-to-earnings multiple, as shown by the price as a multiple of LTM earnings through June 30, 2017, was lower compared to its peers. Midland's market price as a percent of assets was also lower than that of its peers. Midland's dividend yield and dividend payout ratio were both higher than its peers.

        Sheshunoff compared selected stock market results of Midland to the KBW Nasdaq Regional Banking Index and the KBW Nasdaq Banking Index for all publicly traded banks over the past three-month, one year and two-year period. Midland completed its initial public offering during May of 2016. Midland's common stock has slightly underperformed the KBW Nasdaq Regional Banking and KBW Nasdaq Banking indices over the three-month period while slightly outperforming each of them over the two-year period. Midland is generally in-line with the KBW Nasdaq Regional Banking Index over the recent one-year period while being below the KBW Nasdaq Banking Index.

        No company or transaction used in the comparable company and comparable transaction analysis is identical to Alpine, Midland, or Midland as the surviving corporation in the merger. Accordingly, an analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning differences in financial and operational characteristics of Alpine and Midland and other factors that could affect the public trading value of the companies to which they are being compared. Mathematical analysis (such as determining the average or median) is not in and of itself a meaningful method of using comparable transaction data or comparable company data.

        Pursuant to its engagement letter with Alpine, Sheshunoff has received a fee of $150,000 for the fairness opinion that is not contingent on the closing of the merger and additional fees that are contingent upon consummation of the merger. In addition, Alpine agreed to reimburse Sheshunoff for its reasonable out-of-pocket expenses. Alpine also agreed to indemnify and hold harmless Sheshunoff and its officers and employees against certain liabilities in connection with its services under the engagement letter, except for liabilities resulting from the negligence, violation of law or regulation, or bad faith of Sheshunoff or any matter for which Sheshunoff may have strict liability.

        The fairness opinion is directed only to the question of whether the merger consideration is fair from a financial perspective to the shareholders of Alpine and does not constitute a recommendation to any of Alpine's shareholders to vote in favor of the merger. No limitations were imposed on Sheshunoff regarding the scope of its investigation or otherwise by Alpine.

        Based on the results of the various analyses described above, Sheshunoff concluded that the merger consideration to be paid by Midland pursuant to the merger is fair to the shareholders of Alpine, from a financial point of view.

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Certain unaudited prospective financial information of Alpine

        Midland and Alpine do not as a matter of course make public projections as to future performance, revenues, earnings or other financial results due to, among other reasons, the inherent uncertainty of the underlying assumptions and estimates. However, Midland and Alpine are including in this joint proxy statement/prospectus certain unaudited prospective financial information that Alpine made available to Midland in connection with Midland's evaluation of the merger and to Sheshunoff, in its capacity as Alpine's financial advisor, and that Midland made available to KBW, in its capacity as Midland's financial advisor. The inclusion of this information should not be regarded as an indication that any of Midland, Alpine, KBW, Sheshunoff, their respective representatives or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future results or that it should be construed as financial guidance, and it should not be relied on as such.

        The following unaudited financial information was prepared solely for internal use and is subjective in many respects. The unaudited prospective financial information reflects numerous estimates and assumptions made with respect to business, economic, market, competitive, regulatory and financial conditions and matters specific to Alpine's business, all of which are difficult to predict and many of which are beyond Alpine's control. The unaudited prospective financial information reflects both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Neither Midland nor Alpine can give any assurance that the unaudited prospective financial information and the underlying estimates and assumptions will be realized. In addition, since the unaudited prospective financial information covers multiple years, such information by its nature becomes less predictive with each successive year. Actual results may differ materially from those set forth below, and important factors that may affect actual results and cause the unaudited prospective financial information to be inaccurate include, but are not limited to, risks and uncertainties relating to Alpine's and, if the merger is completed, Midland's respective businesses, industry performance, general business and economic conditions, customer requirements, competition and adverse changes in applicable laws, regulations or rules. For other factors that could cause actual results to differ, please see the sections entitled "Special Note Regarding Forward-Looking Statements" and "Risk Factors."

        The unaudited prospective financial information was not prepared with a view toward public disclosure, nor was it prepared with a view toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In addition, the unaudited prospective financial information requires significant estimates and assumptions that make it inherently less comparable to the similarly titled GAAP measures in Alpine's historical GAAP financial statements. Neither Midland's nor Alpine's independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the unaudited prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability. The independent registered public accountant reports included in this prospectus and joint proxy statement relate solely to historical financial information of Midland and Alpine, as applicable. They do not extend to the unaudited prospective financial information of Alpine and should not be read to do so.

        Furthermore, the unaudited prospective financial information does not take into account any circumstances or events occurring after the date it was prepared. Alpine cannot give any assurance that, had the unaudited prospective financial information been prepared as of the date of this joint proxy statement/prospectus, similar estimates and assumptions would be used. Neither Midland nor Alpine intends to, and each disclaims any obligation to, make publicly available any update or other revision to the unaudited prospective financial information of Alpine to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the

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underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions. The unaudited prospective financial information does not take into account the possible financial and other effects on Alpine of the merger and does not attempt to predict or suggest future results of the combined company. The unaudited prospective financial information of Alpine does not give effect to the impact of negotiating or executing the merger agreement, the expenses that may be incurred in connection with completing the merger, the potential synergies that may be achieved by the combined company as a result of the merger, the effect of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect on Alpine of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the unaudited prospective financial information does not take into account the effect on Alpine of any possible failure of the merger to occur. None of Midland, Alpine, KBW, Sheshunoff or their respective affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any shareholder of Midland or Alpine or other person regarding Alpine's or the combined company's ultimate performance compared to the information contained in the unaudited prospective financial information of Alpine or that the projected results will be achieved.

        The inclusion of the unaudited prospective financial information of Alpine herein should not be deemed an admission or representation by Midland or Alpine that such information is viewed as material information of Midland or Alpine, respectively, particularly in light of the inherent risks and uncertainties associated with such information.

        In light of the foregoing, and considering that the Midland special meeting and the Alpine special meeting will be held several months after the unaudited prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, Midland shareholders and Alpine shareholders are cautioned not to place unwarranted reliance on such information, and all Midland shareholders and Alpine shareholders are urged to review Midland's most recent SEC filings for a description of Midland's reported financial results. See "Where You Can Find More Information."

 
  Year 1   Year 2   Year 3   Year 4   Year 5  

Net Income S-Corp (Thousands)

  $ 16,250   $ 16,930   $ 18,400   $ 19,500   $ 20,600  

Earnings Per Share

  $ 1.92   $ 2.00   $ 2.18   $ 2.31   $ 2.44  

Dividends Per Share

  $ 1.35   $ 1.40   $ 1.52   $ 1.62   $ 1.71  

Tangible Book Value Per Share

  $ 13.44   $ 14.04   $ 14.69   $ 15.39   $ 16.12  

Note: Years are July 1 through June 30 of each year and assumes 8,449,278 shares of Alpine common stock outstanding

Accounting treatment of the merger

        For accounting and financial reporting purposes, the merger will be accounted for under the acquisition method of accounting for business combinations in accordance with GAAP. Under the acquisition method of accounting, the assets (including identifiable intangible assets) and liabilities (including executory contracts and other commitments) of Alpine as of the effective time of the merger will be recorded at their respective fair values and added to those of Midland. Any excess of purchase price over the fair values is recorded as goodwill. Consolidated financial statements of Midland issued after the merger will reflect these fair values and will not be restated retroactively to reflect the historical consolidated financial position or results of operations of Alpine.

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Regulatory approvals

        The merger cannot proceed without obtaining all requisite regulatory approvals. Midland and Alpine have agreed to take all appropriate actions necessary to obtain the required approvals. The merger of Midland and Alpine is subject to prior approval of the Federal Reserve. Midland submitted an application to the Federal Reserve on November 21, 2017 seeking certain necessary approval.

        In reviewing that application, the Federal Reserve is required to consider the following:

        The application process includes publication and opportunity for comment by the public. The Federal Reserve may receive, and must consider, properly filed comments and protests from community groups and others regarding (among other issues) each institution's performance under the Community Reinvestment Act. The merger may not be completed until 15 days after receipt of Federal Reserve approval, during which time the United States Department of Justice may challenge the merger on antitrust grounds. The commencement of an antitrust action would stay the effectiveness of the Federal Reserve's approval, unless a court specifically orders otherwise.

        Following the completion of the merger, Midland intends to merge Alpine Bank with and into Midland States Bank, with Midland States Bank as the surviving bank. The bank merger will be subject to approval by the Federal Reserve and the IDFPR. Midland States Bank submitted an application to the Federal Reserve and the IDFPR on November 21, 2017 seeking the necessary approvals for the bank merger.

        While Midland knows of no reason why the approval of any of the applications would be denied or unduly delayed, it cannot assure you that all regulatory approvals required to complete the merger and the bank merger will be obtained or obtained in a timely manner.

Interests of certain persons in the merger

        In considering the recommendations of the Alpine board of directors, Alpine shareholders should be aware that certain directors and executive officers of Alpine and Alpine Bank may have interests in the merger that are different from, or are in addition to, the interests of Alpine shareholders generally. The Alpine board of directors was aware of these interests to the extent these interests existed at the time the Alpine board of directors approved the merger agreement and considered them, among other matters, in approving the merger agreement and determining to recommend to Alpine shareholders to vote for approval of the merger agreement.

        Stock Ownership.    As of November 30, 2017, Alpine's directors and executive officers owned, in the aggregate, 2,800,166 shares of Alpine's common stock, representing approximately 33.1% of the

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outstanding shares of common stock. See "Additional Information About Alpine—Share ownership of directors and officers and certain beneficial owners" for more information.

        Appointment to the Board of Directors of Midland.    Pursuant to the merger agreement, Alpine is entitled to request that Midland increase the number of directors of the Midland board of directors and, subject to the fiduciary duties of the Midland board of directors, appoint R. Robert Funderburg, Jr. as a Class III director of the Midland board of directors. Additionally, if Mr. Funderburg continues to beneficially own shares of Midland common stock with a market value of at least $10 million the Midland board of directors has agreed to re-nominate him for election to the Midland board of directors at the 2019 annual meeting of Midland's shareholders provided that he remains able and willing to serve as a director.

        Change in Control Agreements.    Alpine has previously entered into change in control agreements with each of R. Robert Funderburg, Jr., Chairman, Rex K. Entsminger, Director, President and Chief Executive Officer, William C. Roop, Director, Executive Vice President and Chief Operating Officer of Alpine and President of Alpine Bank, Matthew J. Roegner, Executive Vice President and Chief Lending Officer, and Jennifer A. Whiteman, Corporate Secretary, all effective as of October 1, 2015. The change in control agreements with Messrs. Funderburg, Entsminger and Roop were subsequently amended effective May 30, 2017.

        The change in control agreements provide each officer with a lump sum payment in the event that (i) the officer is terminated without cause by Alpine or Alpine Bank within three years following the merger, or (ii) the officer resigns due to a change in duties within 60 days prior to or three years following the merger. A change in duties means a significant diminution of the officer's title, duties, responsibilities or status, a significant reduction in compensation or benefits, or a relocation of principal place of employment of 50 miles or more, provided that the officer notifies Alpine of the existence of such change within 30 days of its initial existence and Alpine does not remedy such change within 30 days of notification. Additionally, the change in control agreements provide each officer with continued medical and dental insurance benefits on the same terms and conditions as such benefits were made available to the officer immediately prior to his or her termination.

        Pursuant to the change in control agreements, as amended, each of Messrs. Funderburg, Entsminger and Roop would be entitled to a lump sum payment equal to 299% of his annual salary paid during the calendar year preceding the year of the merger, including any cash incentive compensation and bonus payments, and 36 months of continued insurance benefits. Mr. Roegner and Ms. Whiteman would be entitled to a lump sum payment equal to 100% of his or her annual salary paid during the calendar year preceding the year of the merger, including any cash incentive compensation and bonus payments, and 12 months of continued insurance benefits.

        Upon a qualifying termination on the effective date of the merger, we estimate that each of Messrs. Funderburg, Entsminger, Roop, Roegner, and Ms. Whiteman would be entitled to cash payments of $2,668,575, $1,674,400, $2,040,376, $346,080, and $280,000, respectively, and continued insurance benefits with a value of $73,044, $73,044, $48,363, $22,500, and $22,500, respectively.

        Nonqualified Deferred Compensation Plan.    Alpine sponsors and maintains the Alpine Bancorporation, Inc. Nonqualified Deferred Compensation Plan for the benefit of select current and former employees and directors, including each of Messrs. Funderburg and Roop, as well as Larry H. Beckman, John A. Crone, James L. Gingrich, Curtis R. Tobin, and Frank Wehrstein, each a director of Alpine. Per the terms of nonqualified deferred compensation plan, Alpine has established a deferral account with respect to each participant. The deferral accounts are credited with elective deferral contributions made by each participant, discretionary company contributions made by Alpine and earnings crediting based on a selection of predetermined investments. Per the terms of the plan, each participant is 100% vested in his deferral account at all times and the deferral account balances will be

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distributed in accordance with the participant's election upon the participant's separation from service, a specified date, the participant's disability or a change in control of Alpine. The participant may also receive an earlier distribution from the plan upon the occurrence of an unforeseeable emergency. Amounts deferred under the plan may be distributed in a lump sum or installment payments over a period not to exceed 15 years.

        Midland intends to have Alpine terminate the nonqualified deferred compensation plan and distribute the deferral account balances prior to the effective time of the merger. As of November 30, 2017, the deferral account balances of Messrs. Funderburg, Roop, Beckman, Crone, Gingrich, Tobin and Wehrstein were $352,773, $406,389, $46,831, $12,265, $197,242, $160,678 and $46,941, respectively.

        Alpine 2015 Restricted Stock Plan.    Alpine maintains the Alpine Bancorporation, Inc. 2015 Restricted Stock Plan which allows for the grant of restricted stock and restricted stock units. Alpine has previously granted restricted stock units to various employees which vest over a three year period based on the attainment of performance metrics by Alpine. Under the terms of the plan and award agreements thereunder, a pro-rated portion of any unvested restricted stock units would become vested based on the number of completed months in the restricted period and attainment of performance conditions upon the participant's death, disability, involuntary separation from service without cause, satisfaction of a one-year noncompetition and nonsolicitation provision following retirement, or involuntary termination within six months following a change in control of Alpine.

        Per the terms of the merger agreement, a pro-rated portion of the outstanding restricted stock units will vest immediately prior to the effective time of the merger based on target performance, and each vested restricted stock unit will be cancelled in exchange for a cash payment equal to $19.55. As of November 30, 2017, Messrs. Funderburg, Entsminger, Roop, Roegner and Ms. Whiteman held 16,392, 10,985, 13,095, 7,828, and 6,046 unvested restricted stock unit awards, respectively. Assuming the merger closes on March 31, 2018, Messrs. Funderburg, Entsminger, Roop, Roegner and Ms. Whiteman would vest in 9,600, 6,443, 7,633, 4,602, and 3,508 restricted stock unit awards, respectively, which would entitle each of them to cash payments upon cancellation of $187,680, $125,961, $149,225, $89,969, and $68,581, respectively.

        Company-Owned Automobiles.    Midland has agreed to allow Alpine and Alpine Bank to transfer the ownership of company-owned automobiles to certain employees, along with an imputed gross-up payment to cover any applicable income and sales taxes. As of November 30, 2017, we estimate the aggregate value of such automobiles and gross-up payments for Messrs. Funderburg, Entsminger, Roop, Roegner and Ms. Whiteman to be approximately $74,789, $89,909, $64,009, $31,635, and $29,277, respectively.

        Severance Payments.    In connection with the merger, Midland has agreed to cover any employee of Alpine or Alpine Bank, who is not otherwise entitled to contractual severance or change in control benefits, under Midland's general severance policy, as may be in effect from time to time. To the extent an employee incurs a qualifying involuntary termination, such employee may be entitled to a severance payment equal to one to four weeks of base salary for each whole year of service with Alpine or Midland (or their respective subsidiaries) based on their position, subject to a maximum payment equal to 26 weeks of base salary. All severance payments are contingent upon the employee's execution of a general release and waiver against Alpine, Midland, and their respective affiliates. Any employee who is a party to an employment, severance, change in control or other agreement providing for contractual severance or change in control benefits may waive and relinquish his or her right to any such benefits and receive a severance payment as described above.

        Indemnification and Insurance.    Pursuant to the terms of the merger agreement, Midland has agreed to maintain, for six years following the effective time, insurance coverage under the current policy of directors' and officers' liability insurance maintained by Alpine for actions taken prior to the

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effective time of the merger, provided, however that if the aggregate premiums for such coverage exceed 200% of the premiums Alpine paid for its current policy term, Midland will only maintain the maximum coverage available for such 200% amount. Following the effective time, to the extent permitted by applicable law, Midland has agreed to indemnify, hold harmless, and advance expenses to the current and former directors, officers and employees of Alpine and its subsidiaries for all actions taken by them prior to the effective time of the merger.

Voting agreement

        On October 16, 2017, certain of the principal shareholders of Alpine entered into a voting agreement with Midland and Merger Sub. Under this agreement, these shareholders have each agreed, subject to certain exceptions, to vote their respective shares of Alpine common stock:

        The 6,050,225 shares of Alpine common stock subject to the voting agreement represent approximately 71.6% of Alpine's outstanding shares of common stock as of October 16, 2017. The voting obligations under the voting agreement will automatically terminate upon the earlier of October 16, 2019, the termination of the merger agreement in accordance with its terms, and the date, if any, on which Alpine publicly discloses that its board of directors has withdrawn, qualified or adversely modified its recommendation to its shareholders to vote in favor of the merger agreement. A copy of the voting agreement is attached to this joint proxy statement/prospectus as Annex B.

Restrictions on resale of Midland common stock

        The shares of Midland common stock to be issued in connection with the merger will be registered under the Securities Act, and will be freely transferable, except for shares issued to any shareholder who may be deemed to be an "affiliate" of Midland for purposes of Rule 144 under the Securities Act. Persons who may be deemed to be affiliates of Midland include individuals or entities that control, are controlled by, or are under common control with Midland and may include the executive officers, directors and significant shareholders of Midland.

Alpine shareholder appraisal rights

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

        Shareholders of record of Alpine as of the record date may exercise appraisal rights in connection with the merger by complying with Section 262 of the DGCL. Completion of the merger is subject to,

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among other things, the holders of no more than 2% in the aggregate, of the outstanding shares of Alpine common stock electing to exercise their appraisal rights unless the condition is waived by Midland.

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

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

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

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

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

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

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

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

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

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

        You should sign every communication.

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

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

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

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

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

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

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

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

        If you have duly demanded an appraisal in compliance with Section 262 of the DGCL you may not, after the effective date of the merger, vote the Alpine shares subject to the demand for any purpose or receive any dividends or other distributions on those shares, except dividends or other

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distributions payable to holders of record of shares of Alpine common stock as of a record date prior to the effective date of the merger.

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

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

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

Financing

        Midland's obligation to complete the merger is not subject to any financing condition. Midland expects to pay the cash portion of the merger consideration using cash on hand, including approximately $39.4 million of net proceeds received from the issuance of subordinated notes to institutional accredited investors completed on October 13, 2017.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

        The following summary describes the material U.S. federal income tax consequences of the merger to U.S. holders (as defined below) of Alpine common stock. The summary is based upon the Internal Revenue Code, applicable Treasury Regulations, judicial decisions and administrative rulings and practice, all as in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. This summary does not address any tax consequences of the merger under state, local or foreign laws, or any federal laws other than those pertaining to income tax.

        For purposes of this discussion, the term "U.S. holder" means a beneficial owner that is: an individual citizen or resident of the United States; a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States or any of its political subdivisions; a trust that (i) is subject to the supervision of a court within the United States and the control of one or more U.S. persons or (ii) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person; or an estate that is subject to U.S. federal income taxation on its income regardless of its source.

        This discussion addresses only those U.S. holders of Alpine common stock that hold their Alpine common stock as a capital asset within the meaning of Section 1221 of the Internal Revenue Code and does not address all the U.S. federal income tax consequences that may be relevant to particular holders of Alpine common stock in light of their individual circumstances or to holders of Alpine common stock that are subject to special rules, such as non-U.S. holders (as defined below) (except to the extent discussed under the subheading "Tax Implications to Non-U.S. Shareholders" below); financial institutions; qualified insurance plans; qualified retirement plans and individual retirement accounts investors in pass-through entities; persons who are subject to alternative minimum tax; insurance companies; mutual funds; tax-exempt organizations; brokers or dealers in securities or currencies; traders in securities that elect to use a mark-to-market method of accounting; persons that hold Alpine common stock as part of a straddle, hedge, constructive sale or conversion or other integrated transaction; regulated investment companies; real estate investment trusts; persons whose "functional currency" is not the U.S. dollar; and holders who acquired their shares of Alpine common stock through the exercise of an employee stock option or otherwise as compensation.

        If a partnership (or other entity that is taxed as a partnership for federal income tax purposes) holds Alpine common stock, the tax treatment of a partner in that partnership generally will depend upon the status of the partner and the activities of the partnership. Partnerships and partners in partnerships should consult their own tax advisors about the tax consequences of the merger to them.

        The parties intend for the merger to be treated as a "reorganization" for U.S. federal income tax purposes. Each of Barack Ferrazzano and Chapman have delivered opinions, dated [    ·    ], 2017, and filed as exhibits to the registration statement of which this proxy statement/prospectus is a part, to the effect that (i) the merger will constitute a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code, (ii) Alpine and Midland will each be a party to such reorganization within the meaning of Section 368(b) of the Internal Revenue Code, and (iii) no gain or loss will be recognized to Alpine's shareholders upon receipt of Midland common stock in exchange for their shares of Alpine common stock, except to the extent of any cash consideration received and any cash received in lieu of fractional shares. Additionally, it is a condition to Alpine's obligation to complete the merger that Alpine receive an opinion from Chapman, dated the closing date of the merger, and it is a condition to Midland's obligation to complete the merger that Midland receive an opinion from Barack Ferrazzano, dated the closing date of the merger, each to the same effect as the opinions described in the preceding sentence. These conditions are waivable, and Midland and Alpine undertake to recirculate and resolicit if either of these conditions is waived and the change in tax consequences is material. These opinions are and will be based upon representation letters provided by Midland and Alpine and upon customary factual assumptions. Neither Midland nor Alpine has sought, and neither of them will

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seek, any ruling from the Internal Revenue Service regarding any matters relating to the merger, and the opinions described above will not be binding on the Internal Revenue Service or any court. Consequently, there can be no assurance that the Internal Revenue Service will not assert, or that a court would not sustain, a position contrary to any of the conclusions set forth below. In addition, if any of the representations or assumptions upon which the opinions are based are inconsistent with the actual facts, the U.S. federal income tax consequences of the merger could be adversely affected. For purposes of their analyses, neither Barack Ferrazzano nor Chapman incorporate previously publicly-announced proposed changes to United States tax laws, including proposed changes to the corporate tax rates.

        The actual tax consequences of the merger to you may be complex and will depend upon your specific situation and upon factors that are not within the control of Midland or Alpine. You should consult with your own tax advisor as to the tax consequences of the merger in light of your particular circumstances, including the applicability and effect of the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, the alternative minimum tax and any state, local or foreign and other tax laws and of any changes in those laws.

Tax Consequences of the Merger

        Based upon the facts and representations contained in the representation letters received from Alpine and Midland in connection with the filing of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part, it is the opinion of Barack Ferrazzano and Chapman that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, and accordingly, the material U.S. federal income tax consequences of the merger to U.S. holders will be as follows:

        For purposes of calculating the gain recognized by U.S. holders of Alpine common stock who receive shares of Midland common stock and cash in exchange for shares of Alpine common stock

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pursuant to the merger, the fair market value of Midland common stock is based on the trading price of that stock on the date of the merger, rather than the methodology used in calculating the number of shares of Midland common stock to be issued to the shareholder. In the case of any U.S. holder who acquired different blocks of Alpine common stock at different times and at different prices, any realized gain or loss will be determined separately for each identifiable block of shares exchanged in the merger. A loss realized on the exchange of one block of shares cannot be used to offset a gain realized on the exchange of another block of shares, but a U.S. holder will generally be able to reduce its capital gains by capital losses in determining its income tax liability. Such U.S. holder should consult its tax advisor prior to the exchange with regard to identifying the basis or holding periods of the particular shares of Midland common stock received in the merger.

        Any capital gain generally will be long-term capital gain if the U.S. holder held the shares of Alpine common stock for more than one year at the effective time of the merger. The deductibility of capital losses is subject to limitations.

        All or part of the gain that a particular U.S. holder of Alpine common stock recognizes could be treated as dividend income rather than capital gain generally if such U.S. holder's percentage ownership, taking into account constructive ownership rules, in Midland after the merger is not meaningfully reduced from what its percentage ownership would have been if it had received solely shares of Midland common stock rather than a combination of cash and shares of Midland common stock in the merger. This could happen, for example, because of ownership of additional shares of Midland common stock by such holder, ownership of shares of Midland common stock by a person related to such holder or a share repurchase by Midland from other holders of Midland common stock. The Internal Revenue Service has ruled that a shareholder in a publicly held corporation whose relative stock interest is minimal and who exercises no control with respect to corporate affairs is generally considered to have a "meaningful reduction" if that shareholder has even a relatively minor reduction in its percentage stock ownership. These rules are complex and dependent upon the specific factual circumstances particular to each U.S. holder. Consequently, each U.S. holder that may be subject to those rules should consult its tax advisor as to the application of these rules to the particular facts relevant to such U.S. holder.

Cash in Lieu of Fractional Shares of Midland Common Stock

        A U.S. holder who receives cash instead of a fractional share of Midland common stock will be treated as having received the fractional share of Midland common stock pursuant to the merger and then as having exchanged the fractional share of Midland common stock for cash in a redemption by Midland. In general, this deemed redemption will be treated as a sale or exchange, and a U.S. holder will recognize gain or loss equal to the difference between (i) the amount of cash received by such U.S. holder and (ii) the portion of the basis of the shares of Alpine common stock allocable to such fractional interest. Such gain or loss generally will constitute capital gain or loss and will be long-term capital gain or loss if the U.S. holder's holding period for the Alpine common stock exchanged by such U.S. Holder is greater than one year as of the effective time of the merger.

Medicare Tax on Unearned Income

        A U.S. holder that is an individual is subject to a 3.8% tax on the lesser of (i) his or her "net investment income" for the relevant taxable year or (ii) the excess of his or her modified adjusted gross income for the taxable year over a certain threshold (between $125,000 and $250,000 depending on the individual's U.S. federal income tax filing status). A similar regime applies to estates and trusts. Net investment income generally would include any capital gain realized in connection with the merger.

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Backup Withholding and Information Reporting

        Payments of cash to a U.S. holder of Alpine common stock pursuant to the merger may, under certain circumstances, be subject to information reporting and backup withholding (currently at a rate of 28%) unless the holder provides proof of an applicable exemption satisfactory to Midland and the exchange agent or, in the case of backup withholding, furnishes its taxpayer identification number and otherwise complies with all applicable requirements of the backup withholding rules. Any amounts withheld from payments to a U.S. holder under the backup withholding rules are not additional tax and generally will be allowed as a refund or credit against the U.S. holder's U.S. federal income tax liability, provided the required information is timely furnished to the Internal Revenue Service.

        A U.S. holder of Alpine common stock, as a result of having received Midland common stock in the merger, will be required to retain records pertaining to the merger. In addition, each U.S. holder of Alpine common stock who is a "significant holder" will be required to file a statement with such holder's U.S. federal income tax return in accordance with Treasury Regulations Section 1.368-3(b) setting forth such holder's basis in the Alpine common stock surrendered and the fair market value of the Midland common stock and cash received in the merger. A "significant holder" is a holder of Alpine common stock who, immediately before the merger, owned at least 5% of the vote or value of the outstanding stock of Alpine or securities of Alpine with a basis for federal income taxes of at least $1 million.

Tax Implications to Non-U.S. Shareholders

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

        This discussion does not address tax consequences that may vary with, or are contingent upon, individual circumstances. Moreover, it does not address any non-income tax or any foreign, state or local tax consequences of the merger. Tax matters are very complicated, and the tax consequences of the merger to you will depend upon the facts of your particular situation. Accordingly, we strongly urge you to consult with a tax advisor to determine the particular federal, state, local or foreign tax consequences,including the applicability and effect of the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, the alternative minimum tax and any state, local or foreign and other tax laws and of changes in those laws.

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DESCRIPTION OF THE MERGER AGREEMENT

        The following is a summary of the material terms of the merger agreement. This summary does not purport to describe all the terms of the merger agreement and is qualified by reference to the complete text of the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus and is incorporated by reference into this joint proxy statement/prospectus. You should read the merger agreement completely and carefully as it, rather than this description, is the legal document that governs the merger.

        The text of the merger agreement has been included to provide you with information regarding its terms. The terms of the merger agreement (such as the representations and warranties) are intended to govern the contractual rights and relationships, and allocate risks, between the parties in relation to the merger The merger agreement contains representations and warranties that Midland and Alpine made to each other as of specific dates. The statements embodied in those representations and warranties may be subject to important limitations and qualifications as set forth therein, including a contractual standard of materiality different from that generally applicable under federal securities laws.

General

        The merger agreement provides for the merger of Alpine with and into Merger Sub, with Merger Sub as the surviving company as a wholly owned subsidiary of Midland. The merger is anticipated to be completed in the first quarter of 2018. Following the completion of the merger, Midland intends to merge Alpine Bank with and into Midland States Bank, with Midland States Bank as the surviving bank. At such time, Alpine Bank's banking offices will become banking offices of Midland States Bank.

Closing and effective time

        Closing.    The closing of the merger will take place on a date that is: (i) mutually agreed upon by the parties in writing and that is within a five (5) business day period commencing on the date of the satisfaction or waiver of the conditions to closing set forth in the merger agreement; (ii) if the parties are unable to agree upon a closing date that is within this five (5) business day period, then closing date will be the second (2nd) business day after the end of such period; provided, however, that if this date is within the last five (5) business days of a month or the first five (5) business days of a month immediately following the month in which the conditions to closing are satisfied or waived, then the closing date will be the sixth (6th) business day of such immediately following month; or (iii) otherwise mutually agreed to by the parties in writing. See "—Conditions to completion of the merger" for a description of the conditions that must be satisfied or waived prior to closing. The date of the completion of the merger sometimes is referred to in this joint proxy statement/prospectus as the "closing date."

        Completion of the merger.    The merger will become effective when a certificate of merger is filed with the Delaware Secretary of State, or at such later time as Merger Sub and Alpine agree and is specified in the certificate of merger. The time at which the merger becomes effective is sometimes referred to in this joint proxy statement/prospectus as the "effective time" or the "effective time of the merger."

Merger consideration

        If the merger is completed, Midland will pay an aggregate of $33,306,000 in cash and issue an aggregate of 4,463,200 shares of Midland common stock. Based on 8,449,278 shares of Alpine common stock outstanding as of [    ·    ], 2018, the latest practicable date before the date of this proxy statement/prospectus, each share of Alpine common stock issued and outstanding immediately prior to the effective time of the merger (other than shares owned by Alpine, Midland or Merger Sub and any dissenting shares), will be converted into the right to receive $3.94 in cash and 0.5282 shares of Midland common stock, subject to certain adjustments, as described in this joint proxy statement/prospectus. In addition, Alpine will cause the restricted stock units of Alpine to vest and be cancelled

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on the date of the effective time of the merger, and Midland will provide a cash payment in respect of each restricted stock unit of Alpine in an amount equal to $19.55.

        Notwithstanding the foregoing, no fractional shares of Midland common stock will be issued in the merger, and in lieu of any such fractional shares, Midland will pay an amount in cash, without interest, rounded to the nearest whole cent, equal to the product of (i) the fractional share interest to which the holder would otherwise be entitled (rounded to the nearest ten-thousandth of a share) and (ii) a price per share equal to the average of the volume-weighted average prices, rounded to four decimal points, of a share of Midland common stock on the Nasdaq Global Select Market for the 10 consecutive trading days ending on (and including) the fifth (5th) full trading day prior to the effective time, in each case as reported by Bloomberg Financial Markets, or any successor thereto, through its "Volume Weighted Average Price" function (or, if not reported therein, in another authoritative source mutually selected by Midland and Alpine), subject to appropriate adjustments for any stock dividend, stock split or other similar transactions that occur during such period. If the volume-weighted average price cannot be calculated for Midland common stock on any such date, the volume-weighted average price for such date will be the fair market value as mutually agreed upon by Midland and Alpine.

        The merger consideration is subject to the following potential adjustments:

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        The market price of Midland common stock will fluctuate before the completion of the merger and before holders of Alpine common stock receive the merger consideration to which they are entitled. Holders of Alpine common stock should obtain current stock price quotations for Midland common stock before voting on the merger.

Exchange procedures

        Midland has engaged Computershare Trust Company, N.A. to act as its exchange agent to handle the exchange of Alpine common stock for the merger consideration. Within five (5) business days after the closing date, the exchange agent will send to each Alpine certificated record holder a letter of transmittal for use in the exchange with instructions explaining how to surrender Alpine common stock certificates to the exchange agent. Holders of Alpine common stock who cannot locate their stock certificates should follow the instructions set forth in the letter of transmittal for lost or stolen stock certificates.

        As soon as reasonably practicable after its receipt of properly completed and signed letters of transmittal and accompanying Alpine stock certificates, Midland's exchange agent will issue shares of Midland common stock and cash representing the merger consideration, together with cash in lieu of fractional share interests. No interest will be paid on any cash payment. Until the certificates representing Alpine common stock are surrendered for exchange, holders of such certificates will not receive the merger consideration or dividends or distributions on the shares of Midland common stock into which such shares of Alpine common stock have been converted. When the certificates are surrendered to Midland's exchange agent, any unpaid dividends or other distribution will be paid without interest. In no event will Midland, the exchange agent, or any other person be liable to any former holder of shares of Alpine common stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws.

        Holders of Alpine common stock should follow the instructions in the letter of transmittal for sending their stock certificates to the exchange agent.

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Conduct of business pending the merger

        Conduct of business of Alpine.    Under the merger agreement, Alpine has agreed to certain operating limitations on its activities and the activities of its subsidiaries until the merger is completed or the merger agreement is terminated. In general, Alpine and its subsidiaries are required to conduct their business in the ordinary course of business, use commercially reasonable efforts to maintain and preserve intact its business organization and advantageous business relationships, and take no action that is intended to or would reasonably be expected to adversely affect or materially delay the receipt of the necessary regulatory approvals, the performance of its agreements under the merger agreement, or the consummation of the transactions contemplated by the merger agreement.

        The following is a summary of the more significant operating limitations imposed upon Alpine, subject to the exceptions set forth in the merger agreement and disclosure schedules. Alpine may not (and neither it nor its subsidiaries may agree to take, make any commitment to take or adopt any resolutions in support of any action to), without Midland's prior written consent:

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        Conduct of Business of Midland.    Under the merger agreement, Midland has agreed to certain operating limitations on its activities and the activities of its subsidiaries until the merger is completed or the merger agreement is terminated. In general, Midland is required to conduct its business in the ordinary course of business in all material respects and take no action that is intended to or would reasonably be expected to adversely affect or materially delay the receipt of the necessary regulatory approvals, the performance of its agreements under the merger agreement, or the consummation of the transactions contemplated by the merger agreement.

        The following is a summary of the more significant operating limitations imposed upon Midland, subject to the exceptions set forth in the merger agreement. Midland may not (and neither it nor its subsidiaries may agree to take, make any commitment to take or adopt any resolutions in support of any action to), without Alpine's prior written consent:

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Certain covenants of the parties

        In addition to the operating limitations noted above, the merger agreement contains certain other covenants and agreements, including, among other things, the following:

        In addition, Alpine is entitled to request that Midland increase the number of directors of the Midland board of directors and, subject to the fiduciary duties of the Midland board of directors, appoint R. Robert Funderburg, Jr. as a Class III director of the Midland board of directors. Additionally, if Mr. Funderburg continues to beneficially own shares of Midland common stock with a market value of at least $10 million, the Midland board of directors has agreed to re-nominate him for election to the Midland board of directors at the 2019 annual meeting of Midland's shareholders provided that he remains able and willing to serve as a director.

        Mr. Funderburg, age 56, is a businessman and leader in several different industries, including financial services, real estate development and investment, and agribusiness. Currently, he serves as Chairman of Alpine and Alpine Bank, and president of Funderburg Farms, Inc. and K-B Farms, Inc, which are privately held agricultural firms. He also serves on numerous boards of non-for-profit and community organizations within Boone and Winnebago counties in Illinois. In 2009, Mr. Funderburg was honored by the Rockford Chamber of Commerce as the Citizen of the Year. In 2010, he was awarded the Doctor of Civic Betterment by the Belvidere Chamber of Commerce. In 2015, he was named Chair of the Illinois Finance Authority and served for two years.

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        The merger agreement also contains certain other covenants relating to employee benefits and other matters pertaining to officers and directors. See "The Merger—Interests of certain persons in the merger."

No solicitation of or discussions relating to an acquisition proposal

        Except as described below, Alpine has agreed in the merger agreement that it will not and will cause its subsidiaries and affiliates to not initiate, solicit, encourage or knowingly facilitate any inquiries or proposal with respect to, or engage in any negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any person relating to an acquisition proposal. Alpine also agreed to cease immediately and cause to be immediately terminated any activities, discussions and negotiations with any person (other than Midland) with respect to any acquisition proposal.

        Notwithstanding the foregoing operating limitations, if Alpine receives an unsolicited bona fide acquisition proposal prior to obtaining approval of the merger from the Alpine shareholders, and the Alpine board of directors determines in good faith that the acquisition proposal constitutes a superior proposal or would reasonably be likely to result in a superior proposal and, after consultation with outside counsel, that failure to take such actions would be inconsistent with the directors' fiduciary duties, Alpine may, subject to certain conditions including notice to Midland: (i) furnish information with respect to it to such person making such acquisition proposal pursuant to a customary confidentiality agreement; (ii) participate in discussions or negotiations regarding such acquisition proposal; and (iii) terminate the merger agreement to concurrently enter into an agreement with respect to such acquisition proposal. However, prior to terminating the merger agreement pursuant to this provision, Alpine must provide Midland at least five days' notice thereof and cooperate with Midland to engage in good faith negotiations so that the transactions contemplated by the merger agreement may be effected.

        Under the merger agreement, "superior proposal" means a bona fide acquisition proposal containing terms that the board of directors of Alpine determines in good faith to be more favorable to Alpine's shareholders from a financial point of view than the merger, after receiving the advice of Sheshunoff and after taking into account the likelihood and timing of the consummation of the proposed transaction and all legal, financial, regulatory and other aspects of such proposal.

        If Midland terminates the merger agreement because Alpine breaches its covenant not to solicit an acquisition proposal from a third party or if Alpine terminates the merger agreement to enter into an agreement for a superior proposal, Alpine will pay to Midland a termination fee equal to $9.0 million. See "—Termination fees".

Representations and warranties

        The merger agreement contains representations and warranties made by Alpine, Midland and Merger Sub. These include, among other things, representations relating to:

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        Alpine made additional representations and warranties to Midland and Merger Sub in the merger agreement relating to, among other things:

        Midland and Merger Sub made additional representations and warranties to Alpine in the merger agreement relating to their financial capability to pay the cash consideration and perform their obligations under the merger agreement.

Conditions to completion of the merger

        Closing conditions for the benefit of Midland and Merger Sub.    Midland's and Merger Sub's obligations are subject to fulfillment of certain conditions, including:

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        Closing conditions for the benefit of Alpine.    Alpine's obligations are subject to fulfillment of certain conditions, including:

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Termination

        Midland and Alpine may mutually agree to terminate the merger agreement and abandon the merger at any time. Subject to conditions and circumstances described in the merger agreement, either Midland or Alpine may also terminate the merger agreement if:

        In addition, Alpine may terminate the merger agreement if:

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        In addition, Midland may terminate the merger agreement as follows:

        Any termination of the merger agreement will not relieve the breaching party from liability resulting from its fraud or any willful and material beach by that party of the merger agreement.

Termination fee

        Midland has agreed to pay Alpine its documented out-of-pocket costs and expenses incurred in connection with the merger agreement if the merger agreement is terminated by Alpine if Alpine is not in material breach of the merger agreement, and there is a breach of any of the covenants, agreements, representations or warranties of Midland such that the conditions set forth in the merger agreement would not be satisfied, and such breach has not been, or cannot be, cured prior to the earlier of two business days before the outside date or thirty days after notice to Midland from Alpine.

        Alpine has agreed to pay Midland its documented out-of-pocket costs and expenses incurred in connection with the merger agreement if the merger agreement is terminated by Midland if Midland is not in material breach of the merger agreement, and there is a breach of any of the covenants, agreements, representations or warranties of Alpine such that the conditions set forth in the merger agreement would not be satisfied, and such breach has not been, or cannot be, cured prior to the earlier of two business days before the outside date or thirty days after notice to Alpine from Midland.

        In addition, Alpine has agreed to pay Midland a termination fee of $9.0 million if the merger agreement is terminated:

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Nasdaq stock listing

        Midland common stock currently is listed on the Nasdaq Global Select Market under the symbol "MSBI." The shares to be issued to Alpine's shareholders as merger consideration also will be eligible for trading on the Nasdaq Global Select Market.

Amendment

        The merger agreement may be amended in writing by the parties.

ADDITIONAL INFORMATION ABOUT ALPINE

Business

        Alpine is a financial holding company headquartered in Belvidere, Illinois with assets of $1.3 billion as of September 30, 2017. Through Alpine Bank, Alpine offers a full range of banking services to commercial and retail customers in North Central Illinois and Southern Wisconsin. Alpine Bank has 19 locations in Illinois and is connected to an ATM network that provides customers with access to more than 55,000 surcharge-free ATMs. Alpine Bank is community oriented and focuses primarily on offering commercial and consumer loan and deposit services to individuals, and small and middle market businesses in and around Rockford, Illinois, with leading market positions in Boone and Winnebago Counties, Illinois. Primary deposit products are demand deposits, savings and commercial CDs and primary lending products are agribusiness, commercial, real estate mortgage and installment loans.

        On January 20, 1908, the seed of what is now Alpine was planted at the corner of State and Logan in downtown Belvidere and was known as Farmers State Bank. In 1923, Hugh K. Funderburg was elected to the board of the bank. His actions as a director during the national banking depression in the early 1930s demonstrated best his strong commitment to the community and its citizens. While banks were failing across the country, Hugh met with the bank examiners and pledged all of his and his family's assets in an attempt to keep the Farmers State Bank from closing. His efforts were successful,

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and as a result, none of the depositors of the Farmers State Bank lost their homes, farms or any of their savings. Now, through three generations of family ownership, Alpine's fundamental purpose has always remained the same: help people, businesses and our communities succeed.

        Alpine's business strategy is built upon the foundation of six key pillars:

        Alpine Bank offers comprehensive banking services to the residential, commercial, agricultural and industrial areas that it serves. Services include commercial, real estate and personal loans; checking, savings, and time deposits; trust and investment services, individual retirement accounts, and other customer services, such as safe deposit facilities, online banking and bill payment, telephone banking, e-Statements, credit cards, check cards, direct deposit, and wire transfers.

        Alpine Bank's loan portfolio at September 30, 2017 consists of approximately 24.8% commercial loans, 39.5% commercial real estate loans 7.7% construction and land development loans, 13.3% residential real estate loans and 14.7% installment and personal loans. Alpine reports loans that it intends to hold for the foreseeable future, until maturity or pay-off at their outstanding unpaid principal balance adjusted for charge-offs and the allowance for loan losses. Interest income is accrued

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on the unpaid principal balance and loan origination fees are generally recognized as income upon receipt. The accrual of interest on a loan is discontinued at the time the loan becomes 90 days past due unless the loan is well secured and in the process of collection. The uncollected interest is reversed against interest income and is then accounted for on a cash basis or cost recovery basis until the loan re-qualifies for accrual.

        Alpine Bank maintains an allowance for loan losses to provide for loan defaults and non-performance. The adequacy of Alpine Bank's allowance for loan losses is based on prior experience, as well as an evaluation of the risks in the loan portfolio. The amount of realizable future losses is susceptible to changes beyond the current allowance in certain economic, operating and other conditions, including changes in the local and general Boone and Winnebago Counties real estate market and operating environment as well as interest rates, employment levels and other economic factors that may be beyond its control.

        In addition to loans, Alpine's assets consist primarily of $339.8 million of marketable securities at September 30, 2017. These securities are divided among approximately 26.4% of U.S. government and federal agency securities, 29.4% of state and municipal bonds and notes, 40.1% of residential mortgage-backed securities, 1.6% of corporate debt and 2.5% of equity securities. At September 30, 2017 securities held available for sale was $334.2 million. These securities are reported at fair value. Fair value is determined based on quoted market prices and if quoted market prices are not available, fair value is determined based on quoted prices of similar securities. The securities portfolio is reviewed periodically for possible other-than-temporary impairment with unrealized gains and losses excluded from earnings and reported on our balance sheet as "accumulated other comprehensive income."

        Alpine Bank's primary deposit products are demand deposits, savings accounts and commercial CDs. At September 30, 2017, deposits totaled $1.1 billion and are comprised of $332.0 million of non-interest bearing deposits and $792.9 million of interest bearing deposits. Within interest bearing deposits are demand accounts of $431.2 million, savings accounts of $160.2 million and CDs totaling $195.7 million with scheduled maturities running from 2017 through 2021. Net interest margin, on a tax-equivalent basis, was 3.50% for the nine months ending September 30, 2017.

        At September 30, 2017, Alpine's liabilities primarily consisted of the customer deposits, FHLB advances of $20.1 million and accrued expenses and other liabilities of $13.0 million.

        Personal Banking.    To individuals, Alpine offers checking accounts, free online banking, free online check images, direct deposit, credit cards, free access to our ATMs, check safekeeping, combined account statements and eStatements, account access through mobile banking, savings accounts, no-minimum, no service charge minor savings accounts; smart saver accounts, holiday and vacation clubs, next generation savings accounts. We provide the convenience of online banking, which includes access to available account balance information, transaction statements, monthly statements, bill paying, funds transfer, ability to download information into personal financial management software, check re-order, stop payments, check images and paperless eStatements. Alpine Bank also provides competitive home mortgages, installment loans, auto loans, home equity loans and home equity lines of credit.

        Business Services.    To business customers, Alpine Bank offers a variety of commercial loans, including commercial business loans, working capital loans, machinery and equipment loans, SBA loans, accounts receivable loans, inventory loans, business acquisition loans, agricultural loans, floor plan loans, municipal loans, domestic and international letters of credit, commercial real estate loans, commercial building loans, multi-family apartment loans, land development loans, construction loans and SBA 7a and 504 loans. Alpine also provides checking, savings and other deposit and money market accounts, and offer a mix of interest bearing and non-interest bearing accounts to help businesses conveniently manage their daily cash flow. Alpine has a variety of corporate checking and savings services, which include free small business checking, account analysis statements, tiered rate money

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market accounts, business check cards, business savings accounts, CDs, and cash management services designed to provide businesses with resources to manage and grow their cash flow and business. Alpine provides automated sweep investment services, business credit cards, business online banking, ACH origination, remote deposit (captures consumer checks, commercial checks, and cashier's checks electronically with a secure, accountable check processing system), lock box receivable collection, electronic account reconciliation, zero balance accounts, wire transfer, positive pay and 24-hour online banking. Alpine also provides services related to helping employers provide their employees with the financial services and products they need, such as retirement plan services.

        Merchant Services.    Alpine Bank provides services for local merchants. Alpine offers a merchant VISA®, MasterCard®, and Discover® Program, which includes competitive pricing based upon a business' average ticket size and sales volume, is capable of processing all non-bank cards (American Express, Diners, Carte Blanc), no unreasonable holds on deposits; with funds available in two business days, and a gift card program. Alpine will provide merchants with a free analysis of three months of their current VISA®, MasterCard® and/or Discover® Merchant Services, and provide a comparative quote for services with Alpine Bank.

        Agricultural Services.    Agricultural financing is a specialty of Alpine Bank. Alpine makes available a variety of loans tailored to the business of farming, as well as to enterprises that serve them. The loans are designed to be flexible enough to accommodate a farm's changing needs, and written so that payment schedules follow the farm's cash flow cycle. Alpine Bank is a preferred Farm Service Agency Lender and an Illinois Finance Authority Approved Ag Lender. Alpine Bank offers to its agricultural customers a variety of loans, including farm loans, operating loans, livestock and equipment loans, and real estate loans. Alpine Bank also participates in a number of government loan programs.

        Trust and Investment Services.    Alpine Trust & Investment Group, provides a comprehensive array of wealth management services delivered by credentialed and experienced professionals. Asset management, financial planning and consultation, social security claiming strategies, trustee services, wealth transfer planning, and estate settlement services are offered. Alpine Trust & Investment Group also offers a full-service retirement plan solution to companies seeking or offer a retirement plan.

        Other types of accounts offered include: revocable and irrevocable trusts, charitable trusts, special needs trusts, guardianships, irrevocable life insurance trusts, land trusts, investment agencies, IRAs, Roth IRAs, corporate investment accounts, and foundation and endowments among others. Alpine Trust & Investment Group serves in a fiduciary capacity and may accept the role of trustee in many of these accounts. Alpine Bank also may serve as executor of estates.

        Alpine Trust & Investment Group's value proposition revolves around three key attributes: the trust officers are accessible, comprehensive and experienced. The families and institutions that work with Alpine value the local services and the fact that all decisions are made in one office. Client facing professionals offer comprehensive wealth management services with experience averaging 20 years and credentials such as Certified Financial Planner, Chartered Financial Analyst, Certified Public Accountant, Juris Doctor, Certified Trust and Financial Advisor, Certified Securities Operations Professional and others. Client retention has been strong in recent years.

Credit Risk Management

        The principal economic risk associated with Alpine's lending activities is the creditworthiness of the borrower. Borrower creditworthiness is affected by general economic conditions and the strength of the relevant business market segment, including inflation and employment rates, as well as other factors affecting a borrower's customers, suppliers and employees. Since Alpine's target customers are small to medium-sized businesses and individuals who may be less able to withstand competitive, economic and financial pressures than larger borrowers, it is imperative that the loan underwriting and approval

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processes are as thorough as is necessary to prevent Alpine from taking excessive credit risks, both on a per-loan basis and throughout the entire portfolio.

        Alpine centralizes its loan underwriting and credit approval process to ensure consistency in underwriting and facilitates the analysis of trends within the loan portfolio, and it is designed to be scalable. Alpine believes it maintains conservative underwriting principles, which include the following:

        Concentration limits are set as a percentage of total risk-based capital for Alpine's loan portfolio on the basis of established limits based on, among other criteria, loan type, and industry. Alpine believes that maintaining a diversified portfolio is an essential facet of a sound credit risk management process. Additionally, Alpine closely monitors exposure to any single borrower or group of affiliated borrowers, to ensure an appropriate level of diversification is maintained within loan types.

        Approvals.    Certain credit risks are inherent in making loans. These include repayment risks, risks resulting from uncertainties in the future value of collateral, risks resulting from changes in economic and industry conditions, and risks inherent in dealing with individual borrowers. Alpine attempts to minimize loan losses through various means and the use of standardized underwriting criteria and has established a standardized loan policy that is periodically modified to reflect the evolution of the credit culture. Existing policies and procedures includes officer lending limits, a group approval process for larger loans, documentation examination, and follow-up procedures for loan review and any exceptions to credit policies. Policy is periodically reviewed and modified to stay abreast of general economic conditions, Alpine's financial position, changes in the comprehensive situation, and changes in policy guidance received from Alpine Bank's board of directors and regulatory authorities.

        Risk Ratings.    Loan officers are directly responsible for monitoring the risk in their respective portfolios. The risk rating system has been established to assist management in analyzing the entire commercial loan portfolio. On commercial loans, risk ratings are assigned by the loan officer following an analysis of borrower characteristics and external economic factors. However, on installment and personal and residential real estate loans, risk grades are determined by the borrower's repayment history with Alpine Bank as well as contractual aging. Each commercial loan product is evaluated for proper risk rating at origination. To monitor the ongoing credit quality of the commercial loan portfolio, each credit is evaluated for proper risk rating using a nine-grade risk rating system at the time of origination, with reviews repeated with evaluation of updated financial information from borrowers or as circumstances dictate at subsequent renewals.

        Regulatory Restrictions.    Alpine's lending activities are also subject to Illinois laws and internal guidelines limiting the amount Alpine Bank can lend to any one borrower. Subject to certain exceptions, under Illinois law Alpine Bank may not lend on an unsecured basis to any single borrower (i.e., any one individual or business entity and his or its affiliates) an amount in excess of 25% of the sum of Alpine Bank's Tier 2 capital (the sum of unimpaired capital, unimpaired surplus, individual profits, earnings and reserve). At September 30, 2017, Alpine Bank's legal lending limit was approximately $29.6 million.

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Deposits

        Alpine Bank offers a broad base of deposit products and services to individual and business clients, including savings, checking, money market and NOW accounts, debit cards and mobile banking with smartphone deposit capability as well as a variety of CDs and individual retirement accounts. For business clients, Alpine Bank offers a competitive suite of cash management products which include, but are not limited to, remote deposit capture, electronic statements, positive pay, ACH origination and wire transfer, investment sweep accounts and enhanced business Internet banking. Deposits at the Bank are insured by the FDIC up to statutory limits. At September 30, 2017, Alpine Bank held $1.1 billion in deposits.

        Deposits are Alpine's principal source of funds for use in lending and for other general banking purposes. At September 30, 2017, Alpine Bank's loan-to-deposit ratio was 74.3%. Deposit pricing is driven by market rates as well as by liquidity needs and the primary sources of deposits are individuals and small to medium-sized businesses located in Alpine's market areas of Boone and Winnebago counties.

Investment securities

        Alpine's investment policy is to provide Alpine Bank with a source of liquidity to fund loan growth, with investment return being a secondary consideration, all within the context of maintaining our asset quality and an appropriate asset/liability mix. Alpine's investment securities consist of obligations of the U.S. government and federal agencies, obligations of states and municipalities, and mortgage backed securities (including collateralized mortgage obligations). From time to time, Alpine may also acquire CDs, investment-grade corporate debt or other securities, including equity securities.

        The yield on the investment securities portfolio is affected by fluctuations in interest rates. A sudden and substantial change in interest rates may adversely impact earnings because the interest rates borne by assets and liabilities do not change at the same speed, to the same extent or on the same basis. As of September 30, 2017, none of the securities in Alpine's investment portfolio were other than temporarily impaired.

        Alpine Bank's board of directors reviews the investment policy at least annually, and the board also receives monthly information regarding purchases and sales with the resulting gains or losses, average maturity, federal taxable equivalent yields and appreciation or depreciation by investment categories. In addition, Alpine Bank's Asset Liability Committee, made up of directors and certain executive officers, monitors the investment securities portfolio and directs the overall acquisition and allocation of funds. Consistent with the investment policy, the committee's charge is to structure the portfolio such that the securities provide Alpine with a stable source of interest income but without exposing Alpine Bank to an excessive degree of market risk. At its monthly meetings, the Asset Liability Committee reviews data on economic conditions in Alpine's operating market and beyond, the current interest rate outlook, current forecast on loans and deposits, the mix of interest rate sensitive assets and liabilities, the liquidity position and transactions within the investment portfolio. Alpine's accounting department oversees day-to-day activities pertaining to the investment portfolio.

Competition

        Alpine faces competition in all major product and geographic areas in which it conducts operations. Alpine competes for available loans and deposits with state, regional and national banks, as well as savings and loan associations, credit unions, finance companies, mortgage companies, insurance companies, brokerage firms and investment companies. All of these institutions compete in the delivery of services and products through availability, quality and pricing, both with respect to interest rates on loans and deposits and fees charged for banking services. Many of Alpine's competitors are larger and have substantially greater resources, including higher total assets and capitalization, greater access to

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capital markets and a broader offering of financial services. As larger institutions, many of Alpine's competitors can offer more attractive pricing and have more extensive branch networks from which they can offer their financial services products.

Employees

        As of September 30, 2017, Alpine had 309 full-time equivalent employees and 52 part-time employees. None of Alpine's employees are represented by any collective bargaining unit or are parties to a collective bargaining agreement. Alpine believes that its relations with its employees are excellent.

Supervision and Regulation

        Alpine is a bank holding company that has elected to be treated as a financial holding company, or FHC, under the Bank Holding Company Act of 1956, as amended, or the BHC Act. As a result, Alpine is subject to supervision, regulation and examination by the Federal Reserve. Alpine Bank is a commercial bank chartered under the laws of the State of Illinois. As a member of the Federal Reserve System, Alpine Bank is subject to supervision, regulation and examination by the Federal Reserve Bank of Chicago. As an Illinois bank, Alpine Bank is also subject to supervision, regulation and examination by the Illinois Department of Financial and Professional Regulation, or the IDFPR. As a result of this extensive system of supervision and regulation, the growth and earnings performance of Alpine and Alpine Bank is affected not only by management decisions and general and local economic conditions, but also by the statutes, rules, regulations and policies administered by the Federal Reserve and the IDFPR, as well as by other federal and state regulatory authorities with jurisdiction over its operations.

        Federal and state banking laws and regulations control, among other things, the types of activities in which Alpine and Alpine Bank may engage, permissible investments, the level of reserves that Alpine Bank must maintain against deposits, minimum equity capital levels, the nature and amount of collateral required for loans, maximum interest rates that can be charged, the manner and amount of the dividends that may be paid, and corporate activities regarding mergers, acquisitions and the establishment of branch offices.

        As of September 30, 2017: (i) Alpine Bank was not subject to a directive from the IDFPR or Federal Reserve to increase its capital and (ii) Alpine Bank was well-capitalized, as defined by banking regulations.

S corporation

        Alpine has previously elected to be taxed as a Subchapter S corporation (an "S corporation") under the Internal Revenue Code and has historically paid tax distributions to its holders on common stock at the highest marginal tax rate for federal and state obligations. S corporations pass corporate income, losses, deductions and credits through to its shareholders for federal and state tax purposes and shareholders must report these items on their personal tax returns and are assessed tax at their individual income tax rate. As an S corporation, Alpine's financial statements do not include any corporate tax liability. Midland is taxed as a C-corporation under the Internal Revenue Code, and following the closing date of the merger, Alpine shareholders who receive and hold Midland common stock will no longer receive tax distributions from the combined company.

Share ownership of directors and officers and certain beneficial owners

        The following table set forth, as of November 30, 2017, the shares of common stock beneficially owned by Alpine's executive officers and directors individually, by all executive officers and directors as a group, and by each shareholder known by Alpine to beneficially own in excess of five percent of Alpine's outstanding common stock. The percentages below are based on 8,534,575 shares of Alpine common shares outstanding as of [    ·    ], including 85,297 shares of Alpine common stock reserved for issuance in connection with outstanding restricted stock units awarded under Alpine's stock incentive plan but not vested as of such date.

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        The address for each shareholder listed in the table below is: c/o Alpine Bancorporation, Inc., 600 South State Street, Belvidere, Illinois 61008.

Name and Address of Beneficial Owners
  Amount of Shares
Owned and Nature
of Beneficial Ownership(1)
  Percent of Shares
of Common Stock
Outstanding
 

Directors and Executive Officers:

             

R. Robert Funderburg, Jr.(2)

    2,358,941     27.92 %

Larry H. Beckmann(3)

    40,650     *  

John A. Crone(4)

    97,050     1.15 %

Rex K. Entsminger(5)

    80,250     *  

James L. Gingrich(6)

    16,500     *  

Raymond M. Porter(7)

    0      

Matthew W. Roegner(8)

    7,500     *  

William C. Roop(9)

    67,900     *  

Curtis R. Tobin II(10)

    28,500     *  

Frank Wehrstein(11)

    35,250     *  

Jennifer A. Whiteman(12)

    6,025     *  

All Directors and Executive Officers as a Group (11 persons)

   
2,738,566
   
32.41

%

5% Owners:

   
 
   
 
 

R. Robert Funderburg, Jr.(2)

    2,358,941     27.92 %

Hugh K. Funderburg II(13)

    2,148,942     25.43 %

Alex D. Funderburg(14)

    2,215,542     26.22 %

(1)
In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner for purposes of this table, of any shares of our common stock if he or she has or shares voting or investment power with respect to such security, or has a right to acquire beneficial ownership at any time within 60 days from [    ·    ]. As used herein, "voting power" is the power to vote or direct the voting of shares, and "investment power" is the power to dispose or direct the disposition of shares. The nature of beneficial ownership for shares shown in this column, unless otherwise noted, represents sole voting and investment power.

(2)
Mr. R. Funderburg's shares include shares held by the following trusts: R. Robert Funderburg 1992 GST Exemption, Sally Deane Funderburg 1992 GST Exemption, Funderburg-Warren Trust, Dtd. 2/24/67, Alice Iles Funderburg Trust, Dtd. 6/1/61, Hugh K. Funderburg Trust Dtd. 7/12/55, R. Robert Funderburg 5/11/90 TUA, R. Robert Funderburg, Jr. Revocable Trust Dtd 2/22/97, R. Robert Funderburg, Jr. Grantor Annuity Trust, Robert and Catherine Funderburg Children's Trust; his spouse and his children. 489,000 shares held by the R. Robert Funderburg, Jr. Revocable Trust Dtd 2/22/97 are pledged as collateral for a loan.

(3)
Mr. Beckmann's shares are owned by the Larry H. Beckmann Trust dated February 4, 1992.

(4)
Mr. Crone's shares include shares held by his spouse.

(5)
Mr. Entsminger's shares are owned individually, 78,000 of which are pledged as collateral for a loan.

(6)
Mr. Gingrich's shares are owned individually.

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(7)
All of Mr. Porter's shares were sold to Alpine on March 15, 2016.

(8)
Mr. Roegner's shares are owned individually.

(9)
Mr. Roop's shares are owned by The Roop Family Trust.

(10)
Mr. Tobin's shares include shares held by his spouse.

(11)
Mr. Wehrstein's shares are owned by the Frank James Wehrstein Trust dated 12/10/08.

(12)
Ms. Whiteman's shares are owned jointly with her spouse.

(13)
Mr. H. Funderburg's shares include shares held by the following trusts: R. Robert Funderburg 1992 GST Exemption, Sally Deane Funderburg 1992 GST Exemption, Funderburg-Warren Trust, Dtd. 2/24/67, Alice Iles Funderburg Trust, Dtd. 6/1/61, Alice Iles Funderburg Trust, Dtd 7/10/61, Hugh K. Funderburg Trust Dtd. 7/12/55, R. Robert Funderburg 5/11/90 TUA, and the under Hugh K. Funderburg Living Trust Dtd. 3/2/98.

(14)
Mr. A. Funderburg's shares include shares held by the following trusts: R. Robert Funderburg 1992 GST Exemption, Sally Deane Funderburg 1992 GST Exemption, Funderburg-Warren Trust, Dtd. 2/24/67, Alice Iles Funderburg Trust, Dtd. 6/1/61, Hugh K. Funderburg Trust Dtd. 7/12/55, R. Robert Funderburg 5/11/90 TUA, Alex and Patricia Funderburg Children's Trust, Alex D. Funderburg Irrevocable Grantor Retained Annuity Trust and the Alex D. Funderburg Trust dated March 30, 1998, and his spouse.

*
Less than 1%.

Management's discussion and analysis of financial condition and results of operations

Overview

        U.S Generally Accepted Accounting Principles.    The accounting and reporting policies of Alpine conform to accounting principles generally accepted in the United States of America and to general practices in the banking industry. Alpine has established detailed policies and procedures intended to insure that valuation methods are well-controlled and applied consistently from period to period. In addition, the policies and procedures are intended to ensure that the process for changing methodologies occurs in an appropriate manner.

        Use of estimates.    The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates and assumptions are based upon the best available information, actual results could differ from those estimates. The allowance for loan losses, valuation of mortgage servicing rights, valuation of OREO, and fair values of financial instruments are particularly subject to change.

Average balance sheet, interest and yield/rate analysis

        The following table presents average balance sheet information, interest income, interest expense and the corresponding average yields earned and rates paid for the three and nine months ended September 30, 2017 and 2016. The average balances are principally daily averages and, for loans,

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include both performing and nonperforming balances. Interest income on loans includes the effects of the amortization of deferred loan fees, net of deferred loan costs accounted for as yield adjustments.

 
  For the three Months Ended September 30,  
 
  2017   2016  
(tax-equivalent basis, dollars in thousands)
  Average
Balance
  Interest &
Fees
  Yield /
Rate
  Average
Balance
  Interest &
Fees
  Yield /
Rate
 

Earning Assets

                                     

Federal funds sold and cash investments

  $ 11,906   $ 43     1.45 % $ 49,329   $ 72     0.58 %

Investment securities:

                                     

Taxable investment securities

    254,610     1,412     2.22     241,479     1,271     2.11  

Investment securities exempt from federal income tax(1)

    89,606     782     3.49     92,033     855     3.72  

Total investment securities

    344,216     2,194     2.55     333,512     2,126     2.55  

Loans:

                                     

Taxable loans(2)

    764,174     8,243     4.24     727,965     7,540     4.07  

Loans exempt from federal income tax(1)          

    61,285     758     4.84     46,885     553     4.81  

Total loans

    825,459     9,001     4.29     774,850     8,093     4.12  

Loans held for sale

    9,507     73     3.07     14,225     89     2.50  

Nonmarketable equity securities

    2,208     25     4.54     3,759     26     2.75  

Total earning assets

    1,193,296   $ 11,336     3.75 %   1,175,675   $ 10,406     3.50 %

Noninterest-Earning Assets

    79,563                 73,571              

Total assets

  $ 1,272,859               $ 1,249,246              

Interest-Bearing Liabilities

                                     

Checking and money market deposits

  $ 437,944   $ 115     0.10 % $ 429,469   $ 96     0.09 %

Savings deposits

    160,323     21     0.05     140,144     18     0.05  

Time deposits

    197,936     417     0.84     236,040     524     0.88  

Time, brokered deposits

            0.00             0.00  

Total interest-bearing deposits

    796,203     553     0.28     805,653     638     0.32  

Short-term borrowings

    1,565     4     1.20     5         0.76  

FHLB advances

    20,180     114     2.20     20,931     117     2.19  

Line of Credit

            0.00             0.00  

Trust preferred debentures

            0.00             0.00  

Total interest-bearing liabilities

    817,948   $ 671     0.32 %   826,589   $ 755     0.36 %

Noninterest-Bearing Liabilities

                                     

Noninterest-bearing deposits

    333,295                 295,233              

Other noninterest-bearing liabilities

    11,742                 15,044              

Total noninterest-bearing liabilities

    345,037                 310,277              

Shareholders' equity

    109,874                 112,380              

Total liabilities and shareholders' equity          

  $ 1,272,859               $ 1,249,246              

Net interest income / net interest margin(3)

        $ 10,665     3.55 %       $ 9,651     3.27 %

(1)
Interest income and average rates for tax-exempt loans and securities are presented on a tax-equivalent basis, assuming a income tax rate of 54%. Tax-equivalent adjustments totaled $539,000 and $494,000 for the three months ended September 30, 2017 and 2016 respectively.

(2)
Average loan balances include nonaccrual loans. Interest income on loans includes amortization of deferred loan fees, net of deferred loan costs.

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(3)
Net interest margin during the periods presented represents: (i) the difference between interest income on interest-earing assets and the interest expense on interest-bearing liabilities, divided by (ii) average interest-earing assets for the period.


 
  For the Nine Months Ended September 30,  
 
  2017   2016  
(tax-equivalent basis, dollars in thousands)
  Average
Balance
  Interest &
Fees
  Yield /
Rate
  Average
Balance
  Interest &
Fees
  Yield /
Rate
 

Earning Assets

                                     

Federal funds sold and cash investments

  $ 19,701   $ 185     1.26 % $ 53,799   $ 232     0.57 %

Investment securities:

                                     

Taxable investment securities

    253,796     4,203     2.21     263,957     4,217     2.13  

Investment securities exempt from federal income tax(1)

    90,347     2,431     3.59     84,314     2,432     3.85  

Total investment securities

    344,143     6,634     2.57     348,271     6,649     2.55  

Loans:

                                     

Taxable loans(2)

    756,085     23,969     4.19     703,067     21,742     4.08  

Loans exempt from federal income tax(1)          

    57,270     2,073     4.77     47,635     1,668     4.74  

Total loans

    813,355     26,042     4.23     750,702     23,410     4.12  

Loans held for sale

    8,477     204     3.21     11,946     246     2.74  

Nonmarketable equity securities

    2,289     81     4.72     3,759     74     2.62  

Total earning assets

    1,187,965   $ 33,146     3.70 %   1,168,477   $ 30,611     3.47 %

Noninterest-Earning Assets

    77,888                 72,376              

Total assets

  $ 1,265,853               $ 1,240,853              

Interest-Bearing Liabilities

                                     

Checking and money market deposits

  $ 431,983   $ 309     0.10 % $ 422,887   $ 290     0.09 %

Savings deposits

    156,293     61     0.05     138,680     54     0.05  

Time deposits

    204,665     1,289     0.84     247,472     1,811     0.98  

Time, brokered deposits

            0.00             0.00  

Total interest-bearing deposits

    792,941     1,659     0.28     809,039     2,155     0.36  

Short-term borrowings

    923     7     1.06     13         0.80  

FHLB advances

    20,367     342     2.21     18,482     306     2.18  

Line of Credit

            0.00     45     1     3.44  

Trust preferred debentures

            0.00             0.00  

Total interest-bearing liabilities

    814,231   $ 2,008     0.33 %   827,579   $ 2,462     0.40 %

Noninterest-Bearing Liabilities

                                     

Noninterest-bearing deposits

    332,002                 290,396              

Other noninterest-bearing liabilities

    11,397                 12,146              

Total noninterest-bearing liabilities

    343,399                 302,542              

Shareholders' equity

    108,223                 110,732              

Total liabilities and shareholders' equity          

  $ 1,265,853               $ 1,240,853              

Net interest income / net interest margin(3)

        $ 31,138     3.50 %       $ 28,149     3.22 %

(1)
Interest income and average rates for tax-exempt loans and securities are presented on a tax-equivalent basis, assuming a income tax rate of 54%. Tax-equivalent adjustments totaled $1.5 million and $1.0 million for the nine months ended September 30, 2017 and 2016 respectively.

(2)
Average loan balances indlude nonaccrual loans. Interest income on loans includes amortization of deferred loan fees, net of deferred loan costs.

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(3)
Net interest margin during the periods presented represents: (i) the difference between interest income on interest-earing assets and the interest expense on interest-bearing liabilities, divided by (ii) average interest-earing assets for the period.

Interest rates and operating interest differential

        Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest rates. The following table shows the effect that these factors had on the interest earned on interest-earning assets and the interest incurred on interest-bearing liabilities. The effect of changes in volume is determined by multiplying the change in volume by the previous period's average rate. Similarly, the effect of rate changes is calculated by multiplying the change in average rate by the previous period's volume. Changes which are not due solely to volume or rate have been allocated proportionally to the change due to volume and the change due to rate. Interest income and average rates for tax-exempt loans and securities were calculated on a tax-equivalent basis, assuming an income tax rate of 46%.

 
  Three Months Ended
September 30, 2016
Compared with
Three Months Ended
September 30, 2017
  Nine Months Ended
September 30, 2016
Compared with
Nine Months Ended
September 30, 2017
 
 
  Change due to:    
  Change due to:    
 
 
  Interest
Variance
  Interest
Variance
 
(tax-equivalent basis, dollars in thousands)
  Volume   Rate   Volume   Rate  

Earning Assets

                                     

Federal funds sold and cash investments

  $ (109 ) $ 80   $ (29 ) $ (260 ) $ 213   $ (47 )

Investment securities:

                                     

Taxable investment securities          

    42     99     141     (196 )   182     (14 )

Investment securities exempt from federal income tax          

    (22 )   (51 )   (73 )   168     (169 )   (1 )

Total investment securities                   

    20     48     68     (28 )   13     (15 )

Loans:

                                     

Taxable loans

    321     382     703     1,463     764     2,227  

Loans exempt from federal income tax

    173     32     205     327     78     405  

Total loans

    494     414     908     1,790     842     2,632  

Loans held for sale

    (32 )   16     (16 )   (76 )   34     (42 )

Nonmarketable equity securities          

    (15 )   14     (1 )   (45 )   52     7  

Total earning assets

  $ 358   $ 572   $ 930   $ 1,381   $ 1,154   $ 2,535  

Interest-Bearing Liabilities

                                     

Checking and money market deposits

  $ (3 ) $ 22   $ 19   $ (1 ) $ 20   $ 19  

Savings deposits

    3         3     7         7  

Time deposits

    (88 )   (19 )   (107 )   (343 )   (179 )   (522 )

Time, brokered deposits

                         

Total interest-bearing deposits          

    (88 )   3     (85 )   (337 )   (159 )   (496 )

Short-term borrowings

    4         4     7         7  

FHLB advances and other borrowings

    (3 )       (3 )   31     5     36  

Line of Credit

                (1 )       (1 )

Trust preferred debentures

                         

Total interest-bearing liabilities          

  $ (87 ) $ 3   $ (84 ) $ (300 ) $ (154 ) $ (454 )

Net interest income

  $ 445   $ 569   $ 1,014   $ 1,681   $ 1,308   $ 2,989  

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        Net Interest Income.    Alpine Bank's primary source of revenue is net interest income, which is the difference between interest income from interest-earning assets (primarily loans and securities) and interest expense of funding sources (primarily interest-bearing deposits and borrowings). Net interest income is impacted by the volume of interest-earning assets and related funding sources, as well as changes in the levels of interest rates. Noninterest-bearing sources of funds, such as demand deposits and shareholders' equity, also support earning assets. The impact of the noninterest-bearing sources of funds is captured in the net interest margin, which is calculated as net interest income divided by average interest-earning assets. The net interest margin is presented on a tax-equivalent basis, which means that tax-free interest income has been adjusted to a pretax-equivalent income, assuming a 46% tax rate.

        In the third quarter of 2017, Alpine generated $10.7 million of net interest income on a tax-equivalent basis, which was an increase of $1.0 million, or 10.5%, from the $9.7 million of net interest income produced on a tax-equivalent basis in the third quarter of 2016. This increase in net interest income was primarily due to improved yields on earning assets resulting in a $930,000 increase in interest income on a tax-equivalent basis in addition, there was an $84,000 decrease in interest expense primarily due to lower average balances.

        For the first nine months of 2017, net interest income on a tax-equivalent basis was $31.1 million, an increase of $3.0 million, or 10.6%, from the $28.1 million of net interest income generated on a tax-equivalent basis for the first nine months of the prior year. This increase was mainly due to improved yields on variable rate assets resulting in a $2.5 million increase in interest income on a tax-equivalent basis in addition, there was a $454,000 decrease in interest expense due to higher yielding time deposits renewing a lower rate or moving to lower yielding deposit products.

        Interest Income.    Total interest income on a tax-equivalent basis was $11.3 million and $33.1 million for the three and nine months ended September 30, 2017, respectively, compared to $10.4 million and $30.6 million for the three and nine months ended September 30, 2016, respectively. These increases were primarily attributable to increases in interest income on loans and cash investments, offset in part by decreases in interest income on investment securities.

        Interest income on loans increased to $9.0 million and $26.0 million for the three and nine months ended September 30, 2017, respectively, compared to $8.1 million and $23.4 million for the three and nine months ended September 30, 2016, respectively. Increases of 6.5% and 8.3% in the average balances of loans outstanding for the three and nine months ended September 30, 2017, respectively, were primarily driven by organic loan growth over the past year. A seventeen basis point increase in the average yield on loans for the three months ended September 30, 2017 and an eleven basis point increase in the average yield on loans for the nine months ended September 30, 2017 was primarily driven by the impact of higher market rates.

        Interest income on investment securities increased $68,000 and decreased $15,000 for the three and nine months ended September 30, 2017, respectively. These changes were mainly attributable changes in the average balances and lower yields on securities purchased during the period.

        Interest income on short-term cash investments decreased to $43,000 and $185,000 for the three and nine months ended September 30, 2017, respectively, compared to $72,000 and $232,000 for the three and nine months ended September 30, 2016, respectively. These decreases were primarily due to a decrease in cash balances held.

        Interest Expense.    Interest expense on interest-bearing liabilities decreased $84,000, or 11.1%, to $671,000 for the third quarter of 2017, and $454,000, or 18.4%, to $2.0 million for the nine months ended September 30, 2017. The decrease in interest expense was primarily due to a decrease in interest expense, the result of interest bearing liabilities repricing into lower market sales for the period.

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        Interest expense on deposits decreased to $553,000 and $1.7 million for the three and nine months ended September 30, 2017, respectively, as compared to $638,000 and $2.1 million for the three and nine months ended September 30, 2016, respectively. The $85,000, or 13.3%, decrease in interest expense on deposits for the third quarter of 2017 was primarily due to the migration of higher yielding certificates of deposits into non-interest bearing and low interest bearing accounts. For the nine-month period, the $496,000, or 23.0%, decrease in interest expense on deposits was mainly attributable to the same migration of higher yielding accounts into lower yielding accounts.

        Interest expense on borrowings increased to $118,000 and $349,000 for the three and nine months ended September 30, 2017, respectively, as compared to $117,000 and $307,000 for the three and nine months ended September 30, 2016, respectively. Interest expense on borrowings remained relatively consistent for the three month periods ending September 30, 2017 and 2016, the slight increase was due to increased usage of short-term FHLB advances. Interest expense increased $42,000 for the nine month periods ending September 30, 2017 due to increased usage of both short-term and long-term FHLB advances.

        Provision for Loan Losses.    Provision for loan losses was zero for the three and nine months ended September 30, 2017, respectively, compared to zero and $200,000 for the three and nine months ended September 30, 2016, respectively, due to the continued improvement in asset quality.

        Noninterest Income.    Noninterest income totaled $5.8 million in the third quarter of 2017 and in the third quarter of 2016 remaining consistent year-over-year. For the nine months ended September 30, 2017, noninterest income decreased $151,000 to $17.8 million due to the reductions of gains realized in the sales of securities and loans. These were partially offset by improved fee income. The following table sets forth the major components of noninterest income for the three and nine months ended September 30, 2017 and 2016:

 
  For the Three
Months Ended
September 30,
   
 
 
  Increase
(decrease)
 
(dollars in thousands)
  2017   2016  

Noninterest income:

                   

Trust income

  $ 1,784   $ 1,681   $ 103  

Service charges on deposits

    999     1,022     (23 )

Mortgage servicing income, net of changes in fair value

    543     687     (144 )

Net gain on sale of loans

    835     851     (16 )

Net gain on sales of securities

    66         66  

Increase in cash surrender value of bank-owned life insurance

    154     163     (9 )

Debit card interchange income

    940     910     30  

Commercial card processing income

    142     153     (11 )

Other income

    384     344     40  

Total noninterest income

  $ 5,847   $ 5,811   $ 36  

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  For the Nine
Months Ended
September 30,
   
 
 
  Increase
(decrease)
 
(dollars in thousands)
  2017   2016  

Noninterest income:

                   

Trust income

  $ 5,483   $ 5,023   $ 460  

Service charges on deposits

    2,846     2,745     101  

Mortgage servicing income, net of changes in fair value

    2,263     1,697     566  

Net gain on sale of loans

    2,265     2,704     (439 )

Net gain on sales of securities

    190     1,358     (1,168 )

Increase in cash surrender value of bank-owned life insurance

    463     490     (27 )

Debit card interchange income

    2,794     2,430     364  

Commercial card processing income

    448     505     (57 )

Other income

    1,089     1,040     49  

Total noninterest income

  $ 17,841   $ 17,992   $ (151 )

        Trust Income.    Noninterest income from the Alpine Trust & Investment Group increased $103,000, or 6.1%, to $1.7 million in the third quarter of 2017. For the first nine months of 2017, noninterest income from the Trust business increased $460,000, or 9.1% to $5.5 million. The increase in revenue is the result of an increase in assets under management. Assets under management as of September 30, 2017 was $1.0 billion, an increase of $89.9 million, or 9.6%.

        Service charges on deposits.    Noninterest income from service charges on deposit accounts totaled $1.0 million and $2.8 million for the three and nine months ended September 30, 2017, respectively, compared to $1.0 million and $2.7 million for the corresponding three and nine month periods in the prior year, respectively.

        Mortgage servicing income, net of changes in fair value.    Mortgage servicing income, net of changes in fair value was $543,000 and $2.3 million for the three and nine months ended September 30, 2017, respectively, compared to $687,000 and $1.7 million for the corresponding three and nine month period in the prior year respectively. Mortgage servicing rights are valued under the fair value measurement method. Fair value is based on market prices for comparable mortgage servicing contracts when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The $566,000 increase for the nine months ending September 30, 2017 compared to the nine months ending September 30, 2016 was primarily due to national market value changes in the value of mortgage servicing rights.

        Net gain on sale of loans.    Net gain on sale of loans totaled $835,000 and $2.3 million for the three and nine months ended September 30, 2017, respectively, compared to $851,000 and $2.7 million for the corresponding three and nine month periods in the prior year, respectively. The changes were the result of market conditions affecting volume and the fluctuation of market value on the interest-rate locks.

        Net gain on sale of securities.    Net gain on sale of securities totaled $66,000 and $190,000 for the three and nine months ended September 30, 2017, respectively, compared to zero and $1.4 million for the corresponding three and nine month periods in the prior year, respectively.

        Increase in cash surrender value of bank-owned life insurance.    Noninterest income from the change in the cash surrender value of bank-owned life insurance was $154,000 and $463,000 for the three and nine months ended September 30, 2017, respectively, compared to $163,000 and $490,000 for the

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corresponding three and nine month periods in the prior year, respectively due to market change in the securities held to support the program.

        Debit card interchange income.    Noninterest income from debit card interchange totaled $940,000 and $2.8 million for the three and nine months ended September 30, 2017, respectively, compared to $910,000 and $2.4 million for the corresponding three and nine month periods in the prior year, respectively. The increase year over year is primarily due to the implementation of a rewards program encouraging debit card usage at point of sale.

        Commercial card processing income.    Noninterest income from commercial card processing service totaled $142,000 and $488,000 for the three and nine months ended September 30, 2017, respectively, compared to $153,000 and $505,000 for the corresponding three and nine month periods in the prior year, respectively due to reduced customer volume.

        Other income.    Other income totaled $384,000 and $1.1 million for the three and nine months ended September 30, 2017, respectively, compared to $344,000 and $1.0 million for the corresponding three and nine month periods in the prior year, respectively.

        Noninterest Expense.    Noninterest expense totaled $11.4 million and $11.6 million in the third quarter of 2017 and in the third quarter of 2016, respectively. For the nine months ended September 30, 2017, noninterest expense totaled $34.7 million, compared to $33.9 million for the nine months ended September 30, 2016. The following table sets forth the major components of noninterest expense for the three and nine months ended September 30, 2017 and 2016:

 
  For the Three
Months Ended
September 30,
   
 
 
  Increase
(decrease)
 
(dollars in thousands)
  2017   2016  

Noninterest expense:

                   

Salaries and employee benefits

  $ 7,063   $ 7,199   $ (136 )

Occupancy expense, net

    708     723     (15 )

Furniture and equipment expense

    364     455     (91 )

FDIC Insurance

    178     158     20  

Data processing

    986     918     68  

Card processing

    401     356     45  

Communications

    249     261     (12 )

Professional fees

    219     368     (149 )

Directors Fees

    105     59     46  

Advertising

    250     206     44  

Other real estate expense, net

    (52 )   6     (58 )

Other expense

    970     914     56  

Total noninterest expense

  $ 11,441   $ 11,623   $ (182 )

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  For the Nine
Months Ended
September 30,
   
 
 
  Increase
(decrease)
 
(dollars in thousands)
  2017   2016  

Noninterest expense:

                   

Salaries and employee benefits

  $ 21,444   $ 20,794   $ 650  

Occupancy expense, net

    2,096     2,152     (56 )

Furniture and equipment expense

    1,271     1,312     (41 )

FDIC Insurance

    463     470     (7 )

Data processing

    2,902     2,595     307  

Card processing

    1,242     987     255  

Communications

    743     811     (68 )

Professional fees

    828     1,162     (334 )

Directors Fees

    230     185     45  

Advertising

    522     646     (124 )

Other real estate expense, net

    2     149     (147 )

Other expense

    2,940     2,619     321  

Total noninterest expense

  $ 34,683   $ 33,882   $ 801  

        Salaries and employee benefits.    Salaries and employee benefits expense decreased $136,000, or 1.9%, to $7.1 million in the third quarter of 2017. The decrease is partially attributable to the decrease benefit cost, particularly group medical insurance. For the first nine months of 2017, salaries and employee benefits expense increased $650,000, or 3.1%, to $21.4 million. These increases are attributable annual salary increases that took effect in 2017.

        Occupancy expense, net.    Occupancy expense totaled $708,000 and $2.1 million for the three and nine months ended September 30, 2017, respectively, compared to $723,000 and $2.2 million for the corresponding three and nine month periods in the prior year, respectively.

        Furniture and equipment expense.    Furniture and equipment expense totaled $364,000 and $1.3 million for the three and nine months ended September 30, 2017, respectively, compared to $455,000 and $1.3 million for the corresponding three and nine month periods in the prior year, respectively.

        Data processing.    Data processing expense totaled $986,000 and $2.9 million for the three and nine months ended September 30, 2017, respectively, compared to $918,000 and $2.6 million for the corresponding three and nine month periods in the prior year, respectively as a result of renegotiating certain data processing contracts.

        Card processing.    Card processing expense totaled $401,000 and $1.2 million for the three and nine months ended September 30, 2017, respectively, compared to $356,000 and $1.0 million for the corresponding three and nine month periods in the prior year, respectively. These increases are partially due to the expense related to the implementation of a program to improve interchange income.

        Communication.    Communication expense totaled $249,000 and $743,000 for the three and nine months ended September 30, 2017, respectively, compared to $261,000 and $811,000 for the corresponding three and nine month periods in the prior year, respectively.

        Professional.    Professional fees totaled $219,000 and $828,000 for the three and nine months ended September 30, 2017, respectively, compared to $368,000 and $1.2 million for the corresponding three and nine month periods in the prior year, respectively. The decline in expense was the result of a change in the strategic plan, aborting a decision to list on NASDAQ.

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        Advertising.    Advertising expense totaled $250,000 and $522,000 for the three and nine months ended September 30, 2017, respectively, compared to $206,000 and $646,000 for the corresponding three and nine month periods in the prior year, respectively. This was the result of timing of television commercial production and local airtime.

        Other expense.    Other expense totaled $970,000 and $2.9 million for the three and nine months ended September 30, 2017, respectively, compared to $914,000 and $2.6 million for the three and nine months ended September 30, 2016, respectively.

Financial Condition

        Assets.    Total assets increased $14.5 million to $1.3 billion at September 30, 2017 as compared to December 31, 2016. The increase was primarily attributable to loan growth.

        Loans.    The loan portfolio is the largest category of Alpine's assets. At September 30, 2017, total loans, net of allowance for loan losses, were $812.9 million. Loans increased $21.7 million to $812.9 million at September 30, 2017 as compared to December 31, 2016. The increase in loans resulted from organic growth of commercial real estate loans and residential real estate loans.

        The principal categories of Alpine's loan portfolio are discussed below:

 
  September 30, 2017   December 31, 2016  
(dollars in thousands)
  Book Value   %   Book Value   %  

Loans:

                         

Commercial

  $ 203,658     24.8 % $ 209,960     26.5 %

Commercial real estate

    324,715     39.5 %   298,025     37.7 %

Construction and land development

    63,718     7.7 %   67,795     8.6 %

Total commercial loans

    592,091           575,781        

Residential real estate

    109,259     13.3 %   102,209     12.9 %

Installment and personal

    121,310     14.7 %   123,120     15.6 %

Lease financing

    0     %       %

Total loans, gross

    822,660     100 %   801,110     100 %

Allowance for loan losses

    (9,751 )         (9,856 )      

Total loans, net

  $ 812,909         $ 791,254        

        Commercial loans.    Alpine Bank provides a mix of variable and fixed rate commercial loans. The loans are typically made to small- and medium-sized manufacturing, wholesale, retail and service businesses for working capital needs, business expansions and farm operations. Commercial loans generally include lines of credit and loans with maturities of five years or less. The loans are generally made with business operations as the primary source of repayment, but may also include collateralization by inventory, accounts receivable and equipment, and generally include personal guarantees. Commercial loans decreased $6.3 million to $203.7 million at September 30, 2017 as compared to December 31, 2016. This decrease was due to repayments and payoffs exceeding new originations.

        Commercial real estate loans.    Commercial real estate loans increased $26.7 million to $324.7 million at September 30, 2017 as compared to December 31, 2016. The increase in commercial real estate loans resulted from organic growth.

        Construction and land development loans.    Construction and land development loans are comprised of residential construction, commercial construction and land acquisition and development loans. Construction and land development loans decreased $4.1 million to $63.7 million at September 30, 2017 as compared to December 31, 2016.

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        Residential real estate loans.    Residential real estate loans increased $7.1 million to $109.3 million at September 30, 2017 as compared to December 31, 2016. This increase was due to organic growth of residential real estate loans exceeding repayments.

        Installment and personal loans.    Installment and personal loans include home equity loans, direct personal loans, indirect automobile loans, credit cards and lines of credit. Personal loans are generally secured by automobiles, boats and other types of personal property and are made on an installment basis. Installment and personal loans decreased $1.8 million to $121.3 million at September 30, 2017 as compared to December 31, 2016. Indirect automobile lending loans were $64.4 million and $63.3 million as of September 30, 2017 and December 31, 2016 respectively. As of September 30, 2017, indirect automobile loans were 53% of the installment and personal loan portfolio. Home equity loans were $28.8 million and $31.0 million as of September 30, 2017 and December 31, 2106 respectively. As of September 30, 2017, home equity loans were 23.7% of the installment and personal loan portfolio.

        The following table shows the contractual maturities of Alpine's loan at September 30, 2017:

 
   
  September 30, 2017  
(dollars in thousands)
  Indeterminate   Within One Year   One Year to Five Years   After Five Years   Total  

Loans:

                               

Commercial

  $   $ 75,470   $ 60,748   $ 67,440   $ 203,658  

Commercial real estate

        42,689     200,186     81,840     324,715  

Construction and land development

        8,083     38,874     16,761     63,718  

Total commercial loans

        126,242     299,808     166,041     592,091  

Residential real estate

        5,916     26,560     76,783     109,259  

Installment and personal

    407     10,652     90,848     19,403     121,310  

Lease financing

                     

Total loans

  $ 407   $ 142,810   $ 417,216   $ 262,227   $ 822,660  

Loan Quality

        Alpine Bank uses what it believes is a comprehensive methodology to monitor credit quality and prudently manage credit concentrations within the loan portfolio. Underwriting policies and practices govern the risk profile and credit and geographic concentrations for the loan portfolio and Alpine Bank monitors credit quality through a risk classification system that identifies potential problem loans based on risk characteristics by loan type as well as the early identification of deterioration at the individual loan level.

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        Analysis of the Allowance for Loan Losses.    The following table allocates the allowance for loan losses, or the allowance, by loan category

 
  September 30,
2017
  December 31,
2016
 
(dollars in thousands)
  Allowance   %(1)   Allowance   %(1)  

Loans:

                         

Commercial

  $ 3,387     1.66 % $ 2,692     1.28 %

Commercial real estate

    3,323     1.02     2,884     0.97  

Construction and land development

    2,268     3.56     2,574     3.80  

Total commercial loans

    8,978     1.52     8,218     1.42  

Residential real estate

    256     0.23     684     0.67  

Installment and personal

    517     0.43     1,022     0.83  

Lease financing

                 

Total allowance for loan losses

  $ 9,751     1.20   $ 9,856     1.25  

(1)
Represents the percentage of the allowance to total loans in the respective category

        The allowance represents Alpine's estimate of probable and reasonably estimable credit losses inherent in loans held for investment as of the respective balance sheet date.

        The allowance for loan losses was $9.8 million at September 30, 2017 compared to $9.9 million at December 31, 2016. The $105,000 decrease in the allowance at September 30, 2017 compared to December 31, 2016 was attributable to the affects of net charge-offs and lower reserve estimates related to improved loan quality.

        Individual loans considered to be uncollectible are charged off against the allowance. Factors used in determining the amount and timing of charge-offs on loans include consideration of the loan type, length of delinquency, sufficiency of collateral value, lien priority and the overall financial condition of the borrower. Collateral value is determined using updated appraisals and/or other market comparable information. Charge-offs are generally taken on loans once the impairment is determined to be other-than-temporary. Recoveries on loans previously charged off are added to the allowance. Net charge-offs to average loans were .02% and .11% for the nine months ended September 30, 2017 and the year ended December 31, 2016, respectively.

        For commercial and commercial real estate loans, a specific allowance may be assigned to individual loans based on an impairment analysis. Loans are considered impaired when it is probable that Alpine Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement. The amount of impairment is based on an analysis of the most probable source of repayment, including the present value of the loan's expected future cash flows and the estimated market value or the fair value of the underlying collateral. Interest income on impaired loans is accrued as earned, unless the loan is placed on nonaccrual status.

        Provision for Loan Losses.    In determining the allowance and the related provision for loan losses, Alpine Bank considers two principal elements: (i) valuation allowances based upon probable losses identified during the review of impaired commercial, commercial real estate, and construction and land development loans, and (ii) allocations, by loan classes, on loan portfolios based on historical loan loss experience and qualitative factors.

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        The following table provides an analysis of the allowance for loan losses, provision for loan losses and net charge-offs for the three and nine months ended September 30, 2017 and 2016:

 
  As of and for the
Three Months
Ended
September 30,
  As of and for the
Nine Months Ended
September 30,
 
(dollars in thousands)
  2017   2016   2017   2016  

Balance, beginning of period

  $ 9,798   $ 10,076   $ 9,856   $ 10,057  

Charge-offs:

                         

Commercial

    8         106     21  

Commercial real estate

    40              

Construction and land development

                 

Residential real estate

                7  

Installment and personal

    246     172     511     519  

Total charge-offs

    294     172     618     547  

Recoveries:

                         

Commercial

    1     22     29     38  

Commercial real estate

    115         89     105  

Construction and land development

                 

Residential real estate

    48     31     60     54  

Installment and personal

    83     50     335     100  

Total recoveries

    247     103     512     298  

Net charge-offs

    47     70     105     250  

Provision for loan losses

                200  

Balance, end of period

  $ 9,751   $ 10,007   $ 9,751   $ 10,007  

Net charge-offs to average loans

    0.01 %   0.01 %   0.02 %   0.04 %

Allowance to total loans

    1.19 %   1.29 %   1.19 %   1.29 %

        Impaired Loans.    The following table sets forth nonperforming assets by asset categories as of the dates indicated. Impaired loans include nonaccrual loans, loans past due 90 days or more and still accruing interest and loans modified under troubled debt restructurings.

(dollars in thousands)
  September 30,
2017
  December 31,
2016
 

Impaired loans:

             

Commercial

  $ 2,797   $ 2,402  

Commercial real estate

    579     2,329  

Construction and land development

    601      

Residential real estate

    103     134  

Installment and personal

    0     5  

Total impaired loans

    4,080     4,870  

Other real estate owned, non-covered/non-guaranteed

    75     748  

Nonperforming assets

  $ 4,155   $ 5,618  

Impaired loans to total loans

    0.01 %   0.01 %

Nonperforming assets to total assets

    0.35 %   0.32 %

        The decrease in nonperforming assets at September 30, 2017 was primarily due to the payoff of two commercial loans in the third quarter of 2017.

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        Alpine Bank uses a nine grade risk rating system to categorize and determine the credit risk of our loans. Potential problem loans include loans with a risk grade of 5, which are "special mention," and loans with a risk grade of 6, which are "substandard" loans that are not considered to be impaired. These loans generally require more frequent loan officer contact and receipt of financial data to closely monitor borrower performance. Potential problem loans are managed and monitored regularly through a number of processes, procedures and committees, including oversight by a loan administration committee comprised of executive officers and other members of Alpine Bank's senior management team.

        The following table presents the recorded investment of potential problem commercial loans by loan category at the dates indicated:

 
  Commercial
Risk Category
  Commercial
Real Estate
Risk Category
  Construction &
Land Development
Risk Category
   
 
(dollars in thousands)
  5   6(1)   5   6(1)   5   6(1)   Total  

September 30, 2017

  $ 5,793   $ 1,283   $ 9,453   $ 78   $ 3,325   $   $ 19,932  

December 31, 2016

    1,065     4,420     344     6,402         4,912     17,143  

(1)
Includes only those 6 rated loans that are not included in impaired loans.

        Investment Securities.    Alpine's investment strategy aims to maximize earnings while maintaining liquidity in securities with minimal credit risk. The types and maturities of securities purchased are primarily based on current and projected liquidity and interest rate sensitivity positions. The following table sets forth the book value and percentage of each category of investment securities at September 30, 2017 and December 31, 2016. The book value for investment securities classified as available for sale is equal to fair market value and the book value for investment securities classified as held to maturity is equal to amortized cost.

 
  September 30,
2017
  December 31,
2016
 
(dollars in thousands)
  Book
Value
  % of
Total
  Book
Value
  % of
Total
 

Investment securities, available for sale, at fair value

                         

U.S. Government and federal agency debt securities

  $ 89,840     26.4 %   106,371     30.7 %

Residential mortgage-backed securities

    136,091     40.1     120,908     34.9  

State and municipal securities

    99,792     29.4     105,607     30.5  

Corporate bond securities

            515     0.1  

Equity securities

    8,563     2.5     7,811     2.2  

Total investment securities, available for sale, at fair value

    334,286     98.4     341,212     98.4  

Investment securities, held to maturity, at amortized cost

                         

Corporate bond securities

    5,496     1.6     5,495     1.6  

Total investment securities

  $ 339,782     100.0 % $ 346,707     100.0 %

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        The following table sets forth the book value, maturities and weighted average yields for the investment portfolio at September 30, 2017. The book value for investment securities classified as available for sale is equal to fair market value and the book value for investment securities classified as held to maturity is equal to amortized cost.

 
  September 30, 2017  
(dollars in thousands)
  Book
Value
  % of Total
Investment
Securities
  Weighted
Average
Yield
 

Investment securities, available for sale

                   

U.S. Government and federal agency debt securitie:

                   

Maturing within one year

  $ 20,311     6.0 %   1.7 %

Maturing in one to five years

    69,529     20.4     2.4  

Maturing in five to ten years

        0.0     0.0  

Maturing after ten years

        0.0     0.0  

Total U.S. Government and federal agency debt securities

  $ 89,840     26.4 %   2.2 %

Residential mortgage-backed securities

                   

Maturing within one year

  $ 7,982     2.4 %   1.9 %

Maturing in one to five years

    101,684     29.9     2.0  

Maturing in five to ten years

    26,425     7.8     2.0  

Maturing after ten years

        0.0     2.3  

Total residential mortgage-backed securities

  $ 136,091     40.1 %   2.1 %

State and municipal securities(1)

                   

Maturing within one year

  $ 11,938     3.5 %   6.8 %

Maturing in one to five years

    42,494     12.5     5.5  

Maturing in five to ten years

    23,413     6.9     5.6  

Maturing after ten years

    21,947     6.5     5.2  

Total state and municiapal securities

  $ 99,792     29.4 %   5.8 %

Corporate bond securities

                   

Maturing within one year

  $     0.0 %   0.0 %

Maturing in one to five years

        0.0     0.00  

Maturing in five to ten years

        0.0     0.0  

Maturing after ten years

        0.0     0.0  

Total corporate bond securities

  $     0.0 %   3.2 %

Equity securities:

                   

No stated maturity

  $ 8,563     2.5 %   2.2 %

Total investment securities, available for sale

  $ 334,286     98.4 %   2.2 %

Investment securities, held to maturity

                   

Corporate bond securities

                   

Maturing within one year

  $     0.0 %   0.0 %

Maturing in one to five years

    5,000     1.5     6.0  

Maturing in five to ten years

    496     0.1     6.0  

Maturing after ten years

        0.0     0.0  

Total corporate bond securities

  $ 5,496     1.6 %   6.0 %

Total investment securities

  $ 339,782     100.0 %   2.7 %

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        The table below presents the credit ratings at September 30, 2017 at fair value for the investment securities classified as available for sale and amortized cost for investment securities classified as held to maturity.

 
  September 30, 2017  
 
   
   
  Average Credit Rating  
 
  Amortized
Cost
  Estimated
Fair Value
 
(dollars in thousands)
  AAA   AA+/–   A+/–   BBB+/–   <BBB–   Not Rated  

Investment securities available for sale:

                                                 

U.S. Government and federal agency debt securities

  $ 88,909   $ 89,840   $   $ 89,840   $   $   $   $  

Residential mortgage-backed securities

    136,526     136,091     19,924     116,167                  

State and municipal securities

    98,669     99,792     15,217     79,463     2,541             2,571  

Corporate bond securities

                                 

Equity securities

    8,509     8,563                         8,563  

Total investment securities, available for sale

    332,613     334,286     35,141     285,470     2,541             11,134  

Investment securities held to maturity:

                                                 

Corporate bond securities

    5,496     5,536                     511     5,025  

Total investment securities

  $ 338,109   $ 339,822   $ 35,141   $ 285,470   $ 2,541   $   $ 511   $ 16,159  

        Cash and Cash Equivalents.    Cash and cash equivalents increased $974,000 to $32.7 million as of September 30, 2017 as compared to December 31, 2016. This increase was primarily due to cash flows provided by operating activities of $21.1 million exceeding cash flows from investing activities of $18.8 million and financing activities of $1.3 million. Cash provided by operating activities primarily reflected $12.6 million of net income and $5.5 million of proceeds received from sales of loans held for sale that exceeded originations. Cash used in investing activities primarily reflected loan growth.

        Liabilities.    Total liabilities increased $13.2 million to $1.2 billion at September 30, 2017 due primarily to an increase of $11.4 million in deposits.

        Deposits.    Alpine Bank is focused on growing and maintaining a stable source of funding, specifically core deposits, and allowing more costly deposits mature, with in the context of mitigating interest rate risk and maintaining our net interest margin and sufficient levels of liquidity. Alpine Bank's deposit mix has evolved from a reliance on certificates of deposit, which are less relationship driven and less dependent on the convenience of branch locations than other types of deposit accounts. Alpine Bank's mix of accounts is weighted towards transactional accounts, such as checking, savings,

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money market and NOW accounts. The following table summarizes our average deposit balances and weighted average rates at September 30, 2017 and December 31, 2016:

 
  September 30, 2017   December 31, 2016  
(dollars in thousands)
  Average
Balance
  Weighted
Average
Rate
  Average
Balance
  Weighted
Average
Rate
 

Deposits:

                         

Noninterest-bearing demand

  $ 332,002       $ 295,240      

Interest-bearing:

                         

NOW

    214,335     0.07 %   211,480     0.08 %

Money market

    217,648     0.12     213,103     0.11  

Savings

    156,293     0.05     139,581     0.05  

Time, less, equal to $250,000

    162,013     0.71     182,312     0.77  

Time, greater than $250,000

    22,730     0.80     31,192     0.82  

Time, brokered

    19,922     1.97     28,488     2.25  

Total interest-bearing

  $ 792,941     0.28 % $ 806,156     0.34 %

Total deposits

  $ 1,124,943     0.20 % $ 1,101,396     0.25 %

        The following table sets forth the maturity of time deposits greater than $250,000 and brokered deposits as of September 30, 2017:

 
  September 30, 2017  
 
  Maturity Within:  
(dollars in thousands)
  Three
Months or Less
  Three to Six
Months
  Six to 12
Months
  After 12
Months
  Total  

Time, greater than $250,000

  $ 6,612   $ 7,045   $   $ 6,734   $ 20,391  

Time, brokered

                19,362     19,362  

Total

  $ 6,612   $ 7,045   $   $ 26,096   $ 39,753  

        Total deposits increased $11.4 million to $1.1 billion at September 30, 2017, the result of organic growth. At September 30, 2017, total deposits were comprised of 29.8% noninterest-bearing demand accounts, 52.7% interest-bearing transaction accounts and 17.5% of time deposits. At September 30, 2017, brokered deposits totaled $19.3 million, or 1.7% of total deposits, compared to $24.6 million, or 2.2% of total deposits, at December 31, 2016.

        Short-Term Borrowings.    In addition to deposits, Alpine Bank uses short-term borrowings, such as federal funds purchased and short-term FHLB advances as a source of funds to meet the daily liquidity needs of customers and fund growth in earning assets. Short-term borrowings were zero at September 30, 2017 and at December 31, 2016.

        FHLB Advances and Other Borrowings.    FHLB advances and other borrowings totaled $20.1 million and $20.7 million as of September 30, 2017 and December 31, 2016, respectively. The change was due to amortizing term associated with one contract.

Capital Resources and Liquidity Management

        Capital Resources.    Shareholders' equity is influenced primarily by earnings, dividends, and changes in accumulated other comprehensive income caused primarily by fluctuations in unrealized holding gains or losses on available-for-sale investment securities.

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        Shareholders' equity totaled $110.5 million and $109.2 million as of September 30, 2017 and December 31, 2016, respectively. Alpine, as a Subchapter S corporation chooses to distribute and return capital to the shareholders while maintaining appropriate levels of regulatory capital.

        Liquidity Management.    Liquidity is a measure of the ability to fund loan commitments and meet deposit maturities and withdrawals in a timely and cost effective way. Cash flow requirements can be met be generating net income, attracting new deposits, converting assets to cash or borrowing funds. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit outflows, loan prepayments, loan sales and borrowing are greatly influenced by general interest rates, economic conditions and competitive environment in which Alpine Bank operates. To minimize funding risks, Alpine Bank closely monitors liquidity position through periodic reviews of maturity profiles, yield and rate behaviors, and loan and deposit forecasts. Excess short-term liquidity is usually invested at the Federal Reserve Bank of Chicago or in overnight federal funds sold.

        As of September 30, 2017 and December 31, 2016, Alpine Bank had $65.0 million of unsecured federal funds lines for both periods, with no amounts advanced against the lines at either date. In addition, available lines of credit from the Federal Reserve Discount Window at September 30, 2017 and December 31, 2016 were $49.2 million and $60.8 million, respectively. Federal Reserve Discount Window lines were collateralized by a pool of commercial and commercial real estate loans totaling $43.9 million and $56.5 million as of September 30, 2017 and December 31, 2016, respectively and a pool of securities totaling $14.4 million and $17.3 million as of September 30, 2017 and December 31, 2016, respectively. No borrowings outstanding with the Federal Reserve at September 30, 2017 or December 31, 2016, and borrowing capacity is limited only by eligible collateral.

        At September 30, 2017 and December 31, 2016, we had $20.1 million and $20.7 million of outstanding advances from the FHLB, respectively. Based on the values of loans pledged as collateral, we had $96.5 million and $94.1 million of additional borrowing capacity with the FHLB as of September 30, 2017 and December 31, 2016, respectively. We also maintain relationships in the capital markets with brokers and dealers to issue certificates of deposit.

        Alpine is a corporation separate and apart from Alpine Bank and, therefore, must provide for its own liquidity. Alpine's main source of funding is dividends declared and paid to us by Alpine Bank. There are statutory, regulatory and debt covenant limitations that affect the ability of the Alpine Bank to pay dividends to Alpine. Management believes that these limitations will not impact Alpine's ability to meet our ongoing short-term cash obligations. Alpine maintains a $10 million revolving line of credit with no balance outstanding as of September 30, 2017 and December 31, 2016

Regulatory Capital Requirements

        Alpine is subject to various regulatory capital requirements administered by the federal and state banking regulators. Failure to meet regulatory capital requirements may result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for "prompt corrective action", Alpine must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting policies.

        The Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms (which we refer to as the "Basel III Rule") have established capital standards for banks

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and bank holding companies. The table below summarizes the minimum capital requirements applicable to Alpine under the Basel III Rule.

 
  Basel III  
Ratio
  Well
Capitalized
  Adequately
Capitalized
 

Tier 1 leverage ratio

    5.0 %   4.0 %

Common equity Tier 1 capital ratio

    6.5     4.5  

Tier 1 risk-based capital ratio

    8.0     6.0  

Total risk-based capital ratio

    10.0     8.0  

        In addition to the minimum regulatory capital requirements set forth in the table above, the Basel III Rule implemented a "capital conservation buffer" that is added to the minimum requirements for capital adequacy purposes. A banking organization that fails to meet the required amount of the capital conservation buffer will be subject to limits on capital distributions (e.g., dividends, stock buybacks, etc.) and certain discretionary bonus payments to executive officers. For community banks, the capital conservation buffer requirement is being phased in over a three-year period beginning on January 1, 2016. The capital conservation buffer in 2016 was 0.625%, is 1.25% in 2017 and will increase by 0.625% on January 1 of each subsequent year until fully phased in at 2.5% on January 1, 2019.

        At September 30, 2017, Alpine exceeded all regulatory capital requirements under the Basel III Rule and was considered to be "well-capitalized" with a Tier 1 leverage ratio of 8.57%, a common equity Tier 1 capital ratio of 11.62%, a Tier 1 capital ratio of 11.62% and a total capital ratio of 12.67%.

        At September 30, 2017, Alpine Bank exceeded all regulatory capital requirements under the Basel III Rule and was considered to be "well-capitalized" with a Tier 1 leverage ratio of 8.54%, a common equity Tier 1 capital ratio of 11.59%, a Tier 1 capital ratio of 11.59% and a total capital ratio of 12.63%.

Contractual Obligations

        The following table contains supplemental information regarding Alpine Bank's total contractual obligations at September 30, 2017:

 
  Payments Due  
(dollars in thousands)
  Less than
One Year
  One to
Three Years
  Three to
Five Years
  More than
Five Years
  Total  

Deposits without a stated maturity

  $ 925,142   $   $   $   $ 925,142  

Time deposits

    89,881     71,003     29,442     5,401     195,727  

FHLB advances and other borrowings

        7,188     12,174         19,362  

Operating lease obligations

    243     230             473  

Total contractual obligations

  $ 1,015,266   $ 78,421   $ 41,616   $ 5,401   $ 1,140,704  

        Alpine believes that we will be able to meet contractual obligations as they come due through the maintenance of adequate cash levels. Alpine expects to maintain adequate cash levels through profitability, loan and securities repayment and maturity activity and continued deposit gathering activities, and has in place various borrowing mechanisms for both short-term and long-term liquidity needs.

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Quantitative and qualitative disclosures about market risk

        Market Risk.    Market risk represents the risk of loss due to changes in market values of assets and liabilities. Alpine incurs market risk in the normal course of business through exposures to market interest rates, equity prices, and credit spreads. Alpine has identified two primary sources of market risk: interest rate risk and price risk.

Interest Rate Risk

        Overview.    Interest rate risk is the risk to earnings and value arising from changes in market interest rates. Interest rate risk arises from timing differences in the repricing and maturities of interest-earning assets and interest-bearing liabilities (reprice risk), changes in the expected maturities of assets and liabilities arising from embedded options, such as borrowers' ability to prepay residential mortgage loans at any time and depositors' ability to redeem certificates of deposit before maturity (option risk), changes in the shape of the yield curve where interest rates increase or decrease in a nonparallel fashion (yield curve risk), and changes in spread relationships between different yield curves, such as U.S. Treasuries and LIBOR (basis risk).

        As part of normal operations, Alpine is subject to interest-rate risk on the assets it invests in, primarily loans and securities, and the liabilities Alpine funds with, primarily customer deposit and borrowed funds, as well as the ability to manage such risk. Fluctuations in interest rates may result in changes in the fair market values of financial instruments, cash flows, and net interest income.

        Like most financial institutions, Alpine Bank has exposure to changes in both short-term and long-term interest rates, and net income can be significantly influenced by a variety of external factors, including: overall economic conditions, policies and actions of regulatory authorities, the amounts of and rates at which assets and liabilities reprice, variance in prepayment of loans and securities other than those that are assumed, early withdrawal of deposits, exercise of call options on borrowing or securities, competition, a general rise or decline in interest rates, changes in the slope of the yield-curve, changes in historical relationships between indices, such as LIBOR and prime, and balance sheet growth or contraction. Management seeks to manage interest rate risk under a variety of rate environments by structuring balance sheet and off-balance sheet positions. Interest income at risk is monitored and managed within approved policy limits.

        Alpine Bank has an Asset-Liability Committee (which we refer to as "ALCO") which has been authorized by Alpine Bank's board of directors to implement the asset/liability management policy, which established guidelines with respect to exposure due to interest rate fluctuations, liquidity, loan limits as a percentage of funding sources, exposure to correspondent banks and brokers and reliance on non-core deposits. The goal of the policy is to enable Alpine to maximize our interest income and maintain our net interest margin without exposing Alpine Bank to excessive interest rate risk, credit-risk and liquidity risk. Within that framework, ALCO monitors the interest rate sensitivity and makes decisions relating to asset/liability composition. ALCO meets quarterly to monitor the level of interest rate risk sensitivity to ensure compliance with the board of directors' approved risk limits.

        Interest rate risk management is an active process that encompasses monitoring loan and deposit flows complemented by investment and funding activities. Effective management of interest rate risk begins with understanding the dynamic characteristics of assets and liabilities and determining the appropriate interest rate risk posture given business forecasts, management objectives, market expectations, and policy constraints.

        An asset sensitive position refers to a balance sheet position in which an increase in short-term interest rates is expected to generate higher net interest income, as rates earned on our interest-earning assets would reprice upward more quickly than rates paid on our interest-bearing liabilities, thus expanding our net interest margin. Conversely, a liability sensitive position refers to a balance sheet

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position in which an increase in short-term interest rates is expected to generate lower net interest income, as rates paid on our interest-bearing liabilities would reprice upward more quickly than rates earned on our interest-earning assets, thus compressing our net interest margin.

        Income Simulation and Economic Value Analysis.    Interest rate risk measurement is calculated and reported to the ALCO at least quarterly. The information reported includes period-end results and identifies any policy limits exceeded, along with an assessment of the policy limit breach and the action plan and timeline for resolution, mitigation, or assumption of the risk.

        Alpine uses two approaches to model interest rate risk: Net Interest Income at Risk (which we refer to as "NII at Risk") and Economic Value of Equity (which we refer to as "EVE"). Under NII at Risk, net interest income is modeled utilizing various assumptions for assets, liabilities, and derivatives. EVE measures the period end market value of assets minus the market value of liabilities and the change in this value as rates change. EVE is a period end measurement.

        The following table shows NII at Risk at the dates indicated:

 
  Net Interest Income
Sensitivity (Shocks)
 
 
  Immediate Change in Rates  
(dollars in thousands)
  –100   +100   +200  

September 30, 2017:

                   

Dollar change

  $ (3,435 ) $ 605   $ 1,047  

Percent change

    (8.6 )%   1.5 %   2.6 %

December 31, 2016:

                   

Dollar change

  $ (2,768 ) $ 925   $ 1,871  

Percent change

    (7.3 )%   2.4 %   4.9 %

        Alpine reports NII at Risk to isolate the change in income related solely to interest earning assets and interest-bearing liabilities. The NII at Risk results included in the table above reflect the analysis used quarterly by management. It models immediate –100, +100 and +200 basis point parallel shifts in market interest rates. Due to the current low level of short-term interest rates, the analysis reflects a declining interest rate scenario of 100 basis points, the point at which many assets and liabilities reach zero percent.

        Alpine is within board policy limits for the –100, +100 and +200 basis point scenarios. The NII at Risk reported at September 30, 2017, projects that earnings exhibit decreased sensitivity to changes in interest rates compared to December 31, 2016.

        The following table shows EVE at the dates indicated:

 
  Economic Value of Equity
Sensitivity (Shocks)
 
 
  Immediate Change in Rates  
(dollars in thousands)
  –50   +100   +200  

September 30, 2017:

                   

Dollar change

  $ (34,986 ) $ 14,474   $ 24,735  

Percent change

    (21.2 )%   8.8 %   15.0 %

December 31, 2016:

                   

Dollar change

  $ (31,133 ) $ 13,289   $ 23,120  

Percent change

    (18.0 )%   7.7 %   13.3 %

        The EVE results included in the table above reflect the analysis used quarterly by management. It models immediate –100, +100 and +200 basis point parallel shifts in market interest rates. Due to the

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current low level of short-term interest rates, the analysis reflects a declining interest rate scenario of 100 basis points, the point at which many assets and liabilities reach zero percent.

        Alpine is within board policy limits for the +100 and +200 basis point scenarios. At September 30, 2017, Alpine was outside of policy for the –100 basis point scenario. The EVE reported at September 30, 2017 projects that as interest rates increase, the economic value of equity position will increase, and as interest rates decrease, the economic value of equity position will decrease. When interest rates rise, fixed rate assets generally lose economic value; the longer the duration, the greater the value lost. The opposite is true when interest rates fall.

        Price Risk.    Price risk represents the risk of loss arising from adverse movements in the prices of financial instruments that are carried at fair value and subject to fair value accounting. Alpine has price risk from equity investments and investments in securities backed by mortgage loans.

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UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL DATA

        The following tables show unaudited pro forma financial information about the financial condition and results of operations of Midland, including per share data, after giving effect to the merger with Alpine and other pro forma adjustments. The unaudited pro forma financial information assumes that the Alpine merger is accounted for under the acquisition method of accounting for business combinations in accordance with GAAP, and that the assets and liabilities of Alpine will be recorded by Midland at their respective fair values as of the date the Alpine merger is completed. The unaudited pro forma condensed combined balance sheet as of September 30, 2017 gives effect to the Alpine merger as if it had occurred on that date. The unaudited pro forma condensed combined income statements for the nine months ended September 30, 2017 and the year ended December 31, 2016 give effect to the Alpine merger as if it had become effective on January 1, 2016. The unaudited pro forma condensed combined income statements also give effect to the Centrue acquisition that closed on June 9, 2017 as if that transaction became 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 transactions 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 Alpine merger or Centrue acquisition. 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 for the Alpine merger 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 Alpine 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 may differ significantly. The unaudited pro forma condensed combined financial statements should be read together with:

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Unaudited Pro Forma Condensed Combined Balance Sheet

September 30, 2017

(dollars in thousands, except per share data)

 
  Midland   Alpine   Pro Forma
Adjustments
   
  Pro Forma
Combined
 

Assets

                             

Cash and cash equivalents

  $ 183,572   $ 32,715   $ 968   A   $ 217,255  

Investment securities

    467,852     339,782             807,634  

Loans

    3,157,972     822,660     (19,950 ) B     3,960,682  

Allowance for loan losses

    (16,861 )   (9,751 )   9,751   C     (16,861 )

Total loans, net

    3,141,111     812,909     (10,199 )       3,943,821  

Loans held for sale

    35,874     10,308             46,182  

Premises and equipment, net

    80,941     24,078             105,019  

Other real estate owned

    6,379     75     (12 ) D     6,442  

Mortgage servicing rights

    66,917     6,098             73,015  

Intangible assets

    17,966         19,717   E     37,683  

Goodwill

    97,351         69,459   F     166,810  

Cash surrender value of life insurance policies

    112,591     22,330             134,921  

Other assets

    137,207     16,176             153,383  

Total assets

  $ 4,347,761   $ 1,264,471   $ 79,933       $ 5,692,165  

Liabilities

                             

Deposits:

                             

Noninterest-bearing

  $ 674,118   $ 333,776   $       $ 1,007,894  

Interest-bearing

    2,440,349     787,093             3,227,442  

Total deposits

    3,114,467     1,120,869             4,235,336  

Short-term borrowings

    153,443                 153,443  

FHLB advances and other borrowings

    488,870     20,114             508,984  

Subordinated debt

    54,581         39,400   G     93,981  

Trust preferred debentures

    45,267                 45,267  

Other liabilities

    40,444     12,962     3,327   H     56,733  

Total liabilities

    3,897,072     1,153,945     42,727         5,093,744  

Shareholders' Equity

                             

Preferred shareholders' equity

    3,015                 3,015  

Common shareholders' equity

    447,674     110,526     37,206   I     595,406  

Total shareholders' equity

    450,689     110,526     37,206         598,421  

Total liabilities and shareholders' equity          

  $ 4,347,761   $ 1,264,471   $ 79,933       $ 5,692,165  

Book value per common share

  $ 23.45   $ 13.08             $ 25.28  

Common shares outstanding

    19,093,153     8,449,278     (3,986,078 ) I     23,556,353  

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Unaudited Pro Forma Condensed Combined Statement of Income

for the Nine Months Ended September 30, 2017

(dollars in thousands, except per share data)

 
  Midland   Centrue   Centrue
Pro Forma
Adjustments
   
  Pro Forma
Midland
Including
Centrue
  Alpine   Alpine
Pro Forma
Adjustments
   
  Pro Forma
Midland
Including
Centrue
and Alpine
 

Interest income:

                                                   

Loans

  $ 99,895   $ 13,187   $ 1,160   J   $ 114,242   $ 25,519   $ 2,417   Q   $ 142,178  

Investment securities

    8,313     1,239     50   K     9,602     5,862             15,464  

Federal funds sold and cash investments

    1,405     6             1,411     185             1,596  

Total interest income

    109,613     14,432     1,210         125,255     31,566     2,417         159,238  

Interest expense:

                                                   

Deposits

    8,570     693     39   L     9,302     1,659             10,961  

Short-term borrowings

    262     13             275                 275  

FHLB advances and other borrowings

    2,901     435     570   M     3,906     349     1,870   R     6,125  

Subordinated debt

    2,619                 2,619                 2,619  

Trust preferred debentures

    1,635     171     63   N     1,869                 1,869  

Total interest expense

    15,987     1,312     672         17,971     2,008     1,870         21,849  

Net interest income

    93,626     13,120     538         107,284     29,558     547         137,389  

Provision for loan losses

    3,480                 3,480                 3,480  

Net interest income after provision for loan losses

    90,146     13,120     538         103,804     29,558     547         133,909  

Noninterest income:

                                                   

Commercial FHA revenue

    14,625                 14,625                 14,625  

Residential mortgage banking revenue

    7,563     568             8,131     4,528             12,659  

Wealth management revenue

    9,754                 9,754     5,483             15,237  

Service charges on deposit accounts

    4,147     1,542             5,689     2,846             8,535  

Interchange revenue

    3,816     1,121             4,937     3,242             8,179  

Gain on sales of investment securities

    219     313             532     190             722  

Other income

    5,240     770             6,010     1,552             7,562  

Total noninterest income

    45,364     4,314             49,678     17,841             67,519  

Noninterest expense:

                                                   

Salaries and employee benefits

    61,368     9,058             70,426     21,444             91,870  

Occupancy and equipment

    10,800     1,478             12,278     3,367             15,645  

Data processing

    11,531     844             12,375     4,144             16,519  

FDIC insurance

    1,403     143             1,546     463             2,009  

Professional

    10,285     292             10,577     828             11,405  

Marketing

    2,517     59             2,576     522             3,098  

Intangible assets amortization

    2,291         1,078   O     3,369         2,319   S     5,688  

Loss on mortgage servicing rights held for sale           

    3,617                 3,617                 3,617  

Other

    12,993     4,737             17,730     3,915             21,645  

Total noninterest expense

    116,805     16,611     1,078         134,494     34,683     2,319         171,496  

Income before income taxes

    18,705     823     (540 )       18,988     12,716     (1,772 )       29,932  

Income taxes

    4,640     583     (189 ) P     5,034     132     3,698   T     8,864  

Net income

  $ 14,065   $ 240   $ (351 )     $ 13,954   $ 12,584   $ (5,470 )     $ 21,068  

Earnings per share data:

                                                   

Basic earnings per common share

  $ 0.81   $ 0.04           $ 0.72   $ 1.48           $ 0.89  

Diluted earnings per common share

  $ 0.78   $ 0.04           $ 0.70   $ 1.48           $ 0.87  

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Unaudited Pro Forma Condensed Combined Statement of Income

for the Year Ended December 31, 2016

(in thousands, except per share data)

 
  Midland   Centrue   Centrue
Pro Forma
Adjustments
   
  Pro Forma
Midland
Including
Centrue
  Alpine   Alpine
Pro Forma
Adjustments
   
  Pro Forma
Midland
Including
Centrue
and Alpine
 

Interest income:

                                                   

Loans

  $ 106,686   $ 28,558   $ 2,646   J   $ 137,890   $ 31,146   $ 3,231   Q   $ 172,267  

Investment securities

    13,615     2,996     114   K     16,725     7,828             24,553  

Federal funds sold and cash investments

    948     134             1,082     272             1,354  

Total interest income

    121,249     31,688     2,760         155,697     39,246     3,231         198,174  

Interest expense:

                                                   

Deposits

    8,936     1,357     90   L     10,383     2,756             13,139  

Short-term borrowings

    303     37             340                 340  

FHLB advances and other borrowings

    1,057     760     1,300   M     3,117     425     2,500   R     6,042  

Subordinated debt

    3,858                 3,858                 3,858  

Trust preferred debentures

    1,841     548     144   N     2,533                 2,533  

Total interest expense

    15,995     2,702     1,534         20,231     3,181     2,500         25,912  

Net interest income

    105,254     28,986     1,226         135,466     36,065     731         172,262  

Provision for loan losses

    5,591     300             5,891     450             6,341  

Net interest income after provision for loan losses

    99,663     28,686     1,226         129,575     35,615     731         165,921  

Noninterest income:

                                                   

Commercial FHA revenue

    22,064                 22,064                 22,064  

Residential mortgage banking revenue

    13,389     1,175             14,564     6,393             20,957  

Wealth management revenue

    8,091                 8,091     6,774             14,865  

Service charges on deposit accounts

    3,904     3,927             7,831     3,734             11,565  

Interchange revenue

    3,750     2,536             6,286     3,955             10,241  

Gain on sales of investment securities

    14,702     142             14,844     1,358             16,202  

Gain on sale of branches

        1,877             1,877                 1,877  

Gain on extinguishment of debt

        1,000             1,000                 1,000  

Other income

    6,157     2,089             8,246     2,040             10,286  

Total noninterest income

    72,057     12,746             84,803     24,254             109,057  

Noninterest expense:

                                                   

Salaries and employee benefits

    66,293     16,748             83,041     27,220             110,261  

Occupancy and equipment

    13,080     3,772             16,852     4,669             21,521  

Data processing

    10,658     1,809             12,467     5,053             17,520  

FDIC insurance

    1,707     450             2,157     603             2,760  

Professional

    8,049     1,732             9,781     1,690             11,471  

Marketing

    2,733     244             2,977     928             3,905  

Intangible assets amortization

    2,147     880     2,460   O     5,487         3,100   S     8,587  

Other

    16,622     5,879             22,501     5,141             27,642  

Total noninterest expense

    121,289     31,514     2,460         155,263     45,304     3,100         203,667  

Income before income taxes

    50,431     9,918     (1,234 )       59,115     14,565     (2,369 )       71,311  

Income taxes

    18,889     3,602     (432 ) P     22,059     125     4,144   T     26,328  

Net income

  $ 31,542   $ 6,316   $ (802 )     $ 37,056   $ 14,440   $ (6,513 )     $ 44,983  

Earnings per share data:

                                                   

Basic earnings per common share

  $ 2.22   $ 0.92           $ 2.11   $ 1.70           $ 2.04  

Diluted earnings per common share

  $ 2.17   $ 0.92           $ 2.07   $ 1.70           $ 2.01  

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Note 1—Basis of Presentation

        The unaudited pro forma condensed combined consolidated financial information and explanatory notes have been prepared under the acquisition method of accounting for business combinations. The unaudited pro forma condensed combined balance sheet as of September 30, 2017 gives effect to the Alpine merger as if it had occurred on that date. The unaudited pro forma condensed combined income statements for the nine months ended September 30, 2017 and the year ended December 31, 2016 give effect to the Alpine merger as if it had become effective on January 1, 2016. The unaudited pro forma condensed combined income statements also give effect to the Centrue acquisition that closed on June 9, 2017 as if that transaction became effective on January 1, 2016. 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

        Pursuant to the Alpine merger agreement, Alpine shares, in the aggregate, will be exchanged for 4,463,200 shares of Midland common stock and $33,306 in cash. Based on 8,449,278 shares of Alpine common stock outstanding as of [    ·    ], 2018, the latest practicable date before the date of this proxy statement/prospectus, each share of Alpine common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive $3.94 in cash and 0.5282 shares of Midland common stock, subject to possible adjustment, including a possible reduction to the extent that Alpine's adjusted total tangible shareholders' equity at closing is less than $105.4 million, and with cash paid in lieu of fractional shares. Based upon the closing price of Midland common stock of $33.10 on October 13, 2017, this represents total consideration of approximately $181,038.

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 Alpine 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

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Note 3—Allocation of Purchase Price (Continued)

estimated pro forma amounts adjust Alpine's assets and liabilities to their estimated fair values at September 30, 2017.

(dollars in thousands)
   
 

Purchase price allocation:

       

Midland common stock to be paid (based on closing price of $33.10 on October 13, 2017)

  $ 147,732  

Cash to be paid for Alpine common stock

    33,306  

Pro forma purchase price

    181,038  

Allocated to:

       

Net historical book value of Alpine's assets and liabilities

    110,526  

Less: Dividends paid by Alpine to its shareholders

    (3,826 )

Less: Deal expenses (net of taxes) paid by Alpine

    (1,300 )

Adjusted net historical book value of Alpine's assets and liabilities

    105,400  

Adjustments to record assets and liabilities at fair value:

       

Loans

    (19,950 )

Elimination of Alpine's allowance for loan losses

    9,751  

Other real estate owned

    (12 )

Core deposit intangible

    13,794  

Trust relationship intangible

    5,923  

Deferred taxes

    (3,327 )

Preliminary pro forma goodwill

  $ 69,459  

        Any change in the price of Midland's common stock would change the purchase price allocated to goodwill. The following table presents the sensitivity of the purchase price and resulting goodwill to changes in the price of Midland common stock of $33.10, the closing price on October 13, 2017:

(dollars in thousands)
  Purchase Price   Goodwill  

Up 20%

  $ 210,584   $ 99,005  

Up 10%

    195,811     84,232  

As presented in pro forma financial information

    181,038     69,459  

Down 10%

    166,265     54,686  

Down 20%

    151,492     39,913  

        The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined balance sheet as of September 30, 2017 gives effect to the Alpine merger as if it had occurred on that date. The unaudited pro forma condensed combined income statements for the nine months ended September 30, 2017 and the year ended December 31, 2016 give effect to the Alpine merger as if it had become effective on January 1, 2016. The unaudited pro forma condensed combined income statements also give effect to the Centrue acquisition that closed on June 9, 2017 as if that transaction became effective on January 1, 2016. Accordingly, the Centrue income statement amounts and pro forma adjustments included in the unaudited pro forma condensed combined income statement for the nine months ended September 30, 2017 represent the period from January 1, 2017 to June 9, 2017, the date the Centrue acquisition closed. All taxable adjustments were calculated using a 35.0% tax rate to arrive at deferred

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Note 3—Allocation of Purchase Price (Continued)

tax asset or liability adjustments. All adjustments are based on current assumptions and valuations, which are subject to change:

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Note 3—Allocation of Purchase Price (Continued)

Note 4—Estimated Merger Costs

        The table below reflects Midland's current estimate of the aggregated merger costs of $12,350 (net of $6,650 of income taxes using a 35% tax rate) expected to be incurred in connection with the Alpine merger, which are excluded from the pro forma financial statements. The current estimates of these costs are as follows:

(dollars in thousands)
   
 

Change of control, severance and retention payments

  $ 8,166  

Data processing, termination and conversion

    5,479  

Professional fees and other noninterest expenses

    5,355  

Pre-tax merger costs

    19,000  

Income tax benefit

    (6,650 )

Total merger costs

  $ 12,350  

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COMPARISON OF RIGHTS OF MIDLAND SHAREHOLDERS AND
ALPINE SHAREHOLDERS

        The rights of Alpine shareholders are governed by Alpine's restated certificate of incorporation and its amended and restated bylaws, each as currently in effect. Upon completion of the merger, the rights of Alpine shareholders who receive shares of Midland common stock will instead be governed by Midland's articles of incorporation, as amended, and bylaws. Midland is incorporated in Illinois and subject to the Illinois Business Corporation Act, as amended, and Alpine is incorporated in Delaware and is subject to the Delaware General Corporation Law.

        The following discussion summarizes material similarities and differences between the rights of Alpine shareholders and Midland shareholders and is not a complete description of all of the differences. This discussion is qualified in its entirety by reference to the Illinois Business Corporation Act and the Delaware General Corporation Law, and to Midland's and Alpine's respective organizational documents, each as amended and restated from time to time.

 
  Midland Shareholder Rights   Alpine Shareholder Rights
Authorized Capital Stock:   Midland is authorized to issue 35 million shares of common stock, par value $0.01 per share, 5 million shares of non-voting common stock, par value $0.01 per share, and 4 million shares of preferred stock, par value $2.00 per share, which we refer to as Midland preferred stock.   Alpine is authorized to issue 15 million shares of common stock, par value $1.00 per share.

 

 

On October 31, 2017, Midland had 19,098,890 outstanding shares of Midland voting common stock, no outstanding shares of non-voting common stock, 209 outstanding shares of Series G Preferred Stock and 2,636 outstanding shares of Series H Preferred Stock. Further issuance of shares of Midland's preferred stock would affect the relative rights of the holders of its common stock, depending upon the exact terms, qualifications, limitations and relative rights and preferences, if any, of the shares of the preferred stock as determined by Midland's board of directors.

 

On October 31, 2017, Alpine had 8,449,278 shares of common stock outstanding.

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  Midland Shareholder Rights   Alpine Shareholder Rights
Dividends:   Subject to any rights of holders of Midland preferred stock, Midland may pay dividends if, as and when declared by its board of directors from any funds legally available therefor. See "Summary—Comparative Per Share Market Price and Dividend Information." The terms of Midland's Series G Preferred Stock and Series H Preferred Stock limit Midland's ability to pay dividends on shares of Midland common stock if Midland fails to make certain dividend payments on Midland's Series G Preferred Stock and Series H Preferred Stock.   Alpine may pay dividends if, as and when declared by its board of directors from any funds legally available therefor.

Number of Directors, Classification:

 

The Midland board of directors currently consists of eleven (11) members. Midland's articles of incorporation provide that its board of directors must consist of no fewer than six (6) nor more than eleven (11) directors, as may be established by a resolution adopted by two-thirds of the then-current board.

 

The Alpine board of directors currently consists of nine (9) members. Alpine's amended and restated bylaws provide that its board of directors must consist of no fewer than seven (7) nor more than fifteen (15) directors, as may be established by a resolution adopted by a majority of the then-current board.

 

 

Midland's board of directors is divided into three classes, with each class consisting of approximately one-third of the total number of directors. Directors are elected for three-year terms, with one class of directors up for election at each annual meeting of shareholders.

 

Alpine has one class of directors.

Election of Directors; Vacancies:

 

The IBCA requires that directors be elected by the affirmative vote of a majority of the shares represented at the meeting and entitled to vote thereon. The Midland articles of incorporation provide that no cumulative voting is permitted.

 

Alpine's directors are elected at the annual meeting of the shareholders, and directors shall be elected to serve until their successors are elected and qualified.

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  Midland Shareholder Rights   Alpine Shareholder Rights
    Midland's articles of incorporation provide that any vacancy on the board of directors may be filled by a two-thirds vote of the board of directors then in office.   Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, or by the holders of majority of the outstanding shares entitled to vote, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified.

Removal of Directors:

 

A Midland director may be removed only for cause, at a shareholder meeting by the affirmative vote of 70% of the outstanding shares entitled to vote.

 

A director of Alpine may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote.

Call of Special Meeting of Directors:

 

Midland's bylaws provide that a special meeting of the board of directors may be called by or at the request of the chairman of the board, vice-chairman of the board, president or any two directors.

 

Special meetings of the board of directors of Alpine may be called by the chairman or the president on at least three days' notice to each director.

Limitation on Director Liability:

 

Midland's articles of incorporation provide that no director will be personally liable to the corporation or any of its shareholders for monetary damages for any breach of fiduciary duty to the fullest extent permitted by law.

 

Alpine's certificate of incorporation provides that no director will be personally liable to the corporation or any of its shareholders for monetary damages for any breach of fiduciary duty to the fullest extent permitted by law.

  The IBCA provides that personal liability for a director cannot be eliminated for the following:

for any breach of the director's duty of loyalty to the corporation or its shareholders;

for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

  The DGCL provides that personal liability for a director cannot be eliminated for the following:

for any breach of the director's duty of loyalty to the corporation or its shareholders;

for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

 

under Section 8.65 of the IBCA (which creates liability for unlawful payment of dividends); or

for any transaction from which the director derived an improper personal benefit.

 

under Section 174 of the DGCL (which creates liability for unlawful payment of dividends and unlawful stock purchases and redemptions) as it exists or may be amended; or

for any transaction from which the director derived an improper personal benefit.


 

 

 

 

 

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  Midland Shareholder Rights   Alpine Shareholder Rights
Indemnification:   Midland's articles of incorporation and bylaws provide that the corporation shall indemnify its directors and officers and each person who serves or served at the request of the corporation as a director, officer or partner of another enterprise to the fullest extent authorized by the IBCA.   Alpine's certificate of incorporation and bylaws provide for the indemnification of its directors, officers, employees or agents to the fullest extent authorized by the DGCL.

Alpine's bylaws provide, to the extent permitted by Delaware law and banking regulations, for the indemnification, to the extent that a present or former director or officer of Alpine, (a) acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such person's conduct was unlawful or (b) has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein.

Call of Special Meetings of Shareholders:

 

Midland's bylaws provide that a special meeting of the shareholders may be called by the president, the board of directors or the holders of not less than twenty percent (20%) of all the outstanding shares entitled to vote for the purpose or purposes stated in the call of the meeting.

 

Alpine's bylaws provide that a special meeting of the shareholders may be called by the board of directors, the president, or the holders of at least a majority of all the outstanding shares entitled to vote for the purpose or purposes stated in the call of the meeting.

 

 

Written notice stating the place, date, hour and purpose(s) of the special meeting must be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting.

 

Written notice stating the place, date, hour and purpose(s) of the special meeting must be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Quorum of Shareholders:

 

Midland's bylaws provide that a majority of the outstanding shares entitled to vote on a matter represented in person or by proxy constitutes a quorum at any meeting of shareholders.

 

Alpine's bylaws provide that a majority of the outstanding shares entitled to vote on a matter represented in person or by proxy constitutes a quorum at any meeting of shareholders.

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  Midland Shareholder Rights   Alpine Shareholder Rights
Advance Notice Regarding Shareholders Proposals (other than Nomination of Candidates for Election to the Board of Directors):   Midland's bylaws provide that for a proposal to be properly brought before a special or annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the secretary of Midland. To be timely, a shareholder's notice must be delivered, mailed or telegraphed to the principal executive offices of Midland not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the date of the originally scheduled meeting, regardless of any postponements, deferrals or adjournments of that meeting to a later date; provided, however, that, if less than one hundred (100) days' notice of the date of the scheduled meeting is given or made by Midland, notice by the shareholder, to be timely, must be so delivered, mailed or telegraphed to the corporation not later than the close of business on the 10th day following the day on which notice of the date of the scheduled meeting was first mailed to shareholders. Such shareholder's notice shall set forth as to each matter the shareholder proposes to bring before the meeting: (i) a brief description of the proposal desired to be brought before the meeting and the reasons for conducting such business at the meeting; (ii) the name and address, as they appear on Midland's books, of the shareholder proposing such business; (iii) the number of shares of Midland common stock beneficially owned by such shareholder on the date of such shareholder's notice; and (iv) any financial or other interest of such shareholder in the proposal.   Alpine's certificate of incorporation and bylaws have no advance notice provisions.

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  Midland Shareholder Rights   Alpine Shareholder Rights
Advance Notice Regarding Shareholder Nominations of Candidates for Election to the Board of Directors:   Midland's bylaws provide that for nominations for election to the board of directors of Midland to be properly brought by a shareholder, timely written notice of such nomination must be given to the secretary of Midland. To be timely, such notice shall be delivered to or mailed and received at the principal executive offices of Midland not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the meeting irrespective of any deferrals, postponements or adjournments thereof to a later date; provided, however, that in the event that less than one hundred (100) days' notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of meeting was mailed or such public disclosure was made, whichever first occurs. Each such notice to the secretary shall set forth: (i) the name and address of record of the shareholder who intends to make the nomination; (ii) a representation that the shareholder is a holder of record of shares of Midland entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the name, age, business and residence addresses, and principal occupation or employment of each nominee; (iv) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or person) pursuant to which the nomination or nominations are to be made by the shareholder; (v) such other information regarding each nominee proposed by such shareholder as would be required to be included in a proxy statement   Alpine's certificate of incorporation and bylaws have no advance notice provisions.

 

 

 

 

 

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  Midland Shareholder Rights   Alpine Shareholder Rights
    filed pursuant to the proxy rules of the SEC, as then in effect; and (vi) the consent of each nominee to serve as a director of Midland if so elected. Midland may require any proposed nominee to furnish such other information as may reasonably be required by Midland to determine the eligibility of such proposed nominee to serve as a director of the Midland.    

Shareholder Action by Written Consent

 

Midland's articles of incorporation and bylaws provide that its shareholders are not permitted to act by written consent. Any action required or permitted to be taken at a meeting of the shareholders must be effected at a duly called annual or special meeting.

 

Alpine's bylaws provide that any action required by the DGCL to be taken at any annual or special meeting of the shareholders, or any action which may be taken at any annual or special meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Appointment and Removal of Officers:

 

Midland's bylaws provide that the officers shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of the shareholders. Each officer will hold office until his successor is duly elected and shall have qualified or until his prior death, resignation or removal.

 

Alpine's bylaws provide that the officers shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of the shareholders. Each officer will hold office until his successor is duly elected and shall have qualified or until such officer's prior death, resignation or removal.

 

 

Any officer may be removed by the board of directors at any time with or without cause by the majority vote of the members of the board of directors then in office.

 

Any officer may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby.

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  Midland Shareholder Rights   Alpine Shareholder Rights
Required Vote for Certain Transactions:   Midland's articles of incorporation provide that for: (i) any merger of Midland or any of its subsidiaries with or into another corporation; (ii) any sale, lease, exchange or other disposition of all or substantially all of the assets of Midland or its subsidiaries; (iii) the amendment of Midland's articles of incorporation; or (iv) the voluntary dissolution of Midland; the affirmative vote of the holders of at least 70% of the voting power of all outstanding stock of Midland entitled to vote thereon is required.   All items presented to the shareholders or directors require the affirmative vote of the holders of at least a majority of all outstanding shares.

 

 

However, if such matters are either: (i) approved by at least two-thirds of the directors of Midland; (ii) a transaction with any entity of which a majority of all classes of equity is owned by Midland; or (iii) a merger with another entity that may be authorized without action by the shareholders of Midland; then such transactions only require the affirmative vote of the holders of at least a majority of the voting power of all outstanding stock of Midland entitled to vote thereon. In addition, the interpretation, construction and application of this voting requirement will be made by two-thirds of Midland's board of directors.

 

 

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  Midland Shareholder Rights   Alpine Shareholder Rights
Amendment to Articles of Incorporation or Certificate of Incorporation and Bylaws:   An amendment to the articles of incorporation of Midland requires the affirmative vote of the holders of at least seventy percent (70%) of the voting power of all outstanding stock of Midland entitled to vote thereon, unless the amendment is approved by at least two-thirds of the directors of Midland, in which case such amendment only requires the affirmative vote of the holders of at least a majority of the voting power of all outstanding stock of Midland entitled to vote thereon. In addition, the interpretation, construction and application of this voting requirement will be made by two-thirds of Midland's board of directors.   An amendment to the certificate of incorporation or bylaws of Alpine requires the affirmative vote of the holders of at least a majority of all outstanding shares.

 

 

An amendment to the bylaws of Midland requires either the approval of two-thirds of the number of directors on the board of directors or the affirmative vote of the holders of not less than seventy percent (70%) of the outstanding shares of stock of Midland then entitled to vote generally in the election of directors.

 

 

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SHAREHOLDER PROPOSALS

        Midland.    For proposals to be otherwise brought by a Midland shareholder and voted upon at an annual meeting, the shareholder must file written notice of the proposal to Midland's secretary not less than 90 days nor more than 120 days prior to the annual meeting. However, if less than 100 days' notice of the date of the annual meeting is given to shareholders, then written notice of the proposal must be delivered to Midland's secretary no later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed to shareholders. The shareholder's notice to the secretary must include: (a) a brief description of the proposal desired to be brought before the meeting and the reasons for conducting such business at the meeting; (b) the name and address, as they appear on Midland's books, of the shareholder proposing such business; (c) the number of shares of Midland's common stock beneficially owned by such shareholder on the date of such shareholder's notice; and (d) any financial or other interest of such shareholder in the proposal.

        Midland anticipates holding its 2018 annual meeting of shareholders on May 7, 2018. As a result, notice of shareholder proposals to be brought at the 2018 annual meeting of shareholders must be delivered to Midland's secretary no earlier than January 7, 2018 and no later than February 6, 2018.

        Any shareholder wishing to nominate an individual for election as a director at the 2018 annual meeting must comply with certain provisions in Midland's bylaws. Midland's bylaws establish an advance notice procedure with regard to the nomination, other than by or at the direction of Midland's board of directors, of candidates for election as directors. If the notice is not timely and in proper form, the proposed nomination will not be considered at the annual meeting. Generally, a shareholder may nominate a director for election at an annual meeting of shareholders by delivering written notice of the nomination to Midland's secretary, at the above address, not less than 90 days nor more than 120 days prior to the annual meeting. However, if less than 100 days' notice or prior public disclosure of the date of the annual meeting is given to shareholders, then written notice of the nomination must be delivered to our secretary no later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. The shareholder's notice to the secretary must include: (a) the name and address of record of the nominating shareholder; (b) a representation that the nominating shareholder is a holder of record of shares of Midland entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the persons specified in the notice; (c) the name, age, business and residence addresses, and principal occupation or employment of each nominee; (d) a description of all arrangements or understandings between the nominating shareholder and each nominee and any other person (naming such person) pursuant to which the nominations are to be made by the nominating shareholder; (e) such other information regarding each nominee proposed by such nominating shareholder as is required to be included in a proxy statement filed pursuant to the proxy rules of the SEC, as in effect; and (f) the consent of each nominee to serve as a director of Midland if so elected.

        Midland anticipates holding its 2018 annual meeting of shareholders on May 7, 2018. As a result, notice of nominations for directors to be elected at the 2018 annual meeting of shareholders must be delivered to Midland's secretary no earlier than January 7, 2018, and no later than February 6, 2018.

        Alpine.    If the merger occurs, there will be no Alpine annual meeting of shareholders for 2018. In that case, holders of Alpine common stock who become holders of Midland common stock must submit any shareholder proposals to Midland in accordance with the procedures described above. Alpine will hold its 2018 annual meeting of shareholders only if the merger is not completed.

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LEGAL MATTERS

        The validity of the Midland common stock to be issued in connection with the merger will be passed upon for Midland by Barack Ferrazzano Kirschbaum & Nagelberg LLP. Certain U.S. federal income tax consequences relating to the merger will be passed upon for Midland by Barack Ferrazzano Kirschbaum & Nagelberg LLP and for Alpine by Chapman and Cutler LLP.

EXPERTS

        The consolidated financial statements of Midland as of December 31, 2016 and 2015, and for each of the years in the three-year period ended December 31, 2016 have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

        The consolidated financial statements of Alpine as of December 31, 2016 and 2015 and the consolidated financial statements of Alpine as of December 31, 2015 and 2014, and for each of the years then ended, have been included herein in reliance upon the report of Wipfli LLP, independent auditor, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

        The consolidated financial statements of Centrue for the year ended December 31, 2016 have been audited by Crowe Horwath LLP, independent registered public accounting firm, as set forth in its reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

        Midland has filed a registration statement on Form S-4 with the SEC that registers the Midland common stock to be issued in the merger to Alpine shareholders. This joint proxy statement/prospectus is a part of that registration statement and constitutes a prospectus of Midland and a proxy statement of each of Midland and Alpine for their respective special meetings. As allowed by SEC rules and regulations, this joint proxy statement/prospectus does not contain all of the information in the registration statement.

        Midland files reports, proxy statements, and other information with the SEC under the Exchange Act. The SEC maintains a web site that contains such reports, proxy statements and other information about public companies, including Midland's filings. The Internet address of that site is www.sec.gov. You may also read and copy any materials filed with the SEC by Midland at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may obtain copies of the information that Midland files with the SEC, free of charge, by accessing Midland's website at www.midland.com under the tab "Investors" and then under "SEC Filings". Alternatively, these documents, when available, can be obtained free of charge from Midland upon written request to Midland States Bancorp, Inc., Assistant Secretary, 1201 Network Centre Drive, Effingham, Illinois 62401, by calling (217) 342-7321 or emailing corpsec@midlandsb.com.

        If you would like to request documents, please do so by [    ·    ] to receive them before the Midland special meeting, or by [    ·    ] to receive them before the Alpine special meeting.

        Midland has supplied all of the information contained in this joint proxy statement/prospectus relating to Midland and Midland States Bank. Alpine has supplied all of the information contained in this joint proxy statement/prospectus relating to Alpine and Alpine Bank.

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        You should rely only on the information contained or incorporated by reference in this joint proxy statement/prospectus to vote on the proposals to Midland and Alpine shareholders in connection with the merger. We have not authorized anyone to provide you with information that is different from what is contained in this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [    ·    ], 2018. You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any other date other than such date, and neither the mailing of this joint proxy statement/prospectus nor the issuance by Midland of shares of Midland common stock in connection with the merger will create any implication to the contrary.

INCORPORATION OF CERTAIN MIDLAND DOCUMENTS BY REFERENCE

        The SEC allows us to "incorporate by reference" the information that Midland files with the SEC, which means that we can disclose important information to you by referring to its filings with the SEC. The information incorporated by reference is considered a part of this joint proxy statement/prospectus, and certain information that Midland files later with the SEC will automatically update and supersede the information in this joint proxy statement/prospectus.

        We incorporate by reference the following documents Midland has filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, other than information in these documents that is not deemed to be filed with the SEC:

        In addition, we are incorporating by reference any documents Midland may file under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (a) after the date of the initial registration statement of which this joint proxy statement/prospectus forms a part and prior to the date of the registration statement and (b) after the date of this joint proxy statement/prospectus and prior to the date of the Midland special meeting, provided, however, that we are not incorporating by reference any information furnished (but not filed), except as otherwise specified herein.

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ALPINE FINANCIAL STATEMENTS

Audited Consolidated Financial Statements of Alpine Bancorporation, Inc.—December 31, 2016 and 2015:

       

Report of Independent Auditor

    F-2  

Consolidated Balance Sheets at December 31, 2016 and 2015

    F-4  

Consolidated Statements of Operations for the years ended December 31, 2016 and 2015

    F-5  

Consolidated Statements of Comprehensive Income for the years ended December 31, 2016 and 2015

    F-6  

Consolidated Statements of Stockholders' Equity for the years ended December 31, 2016 and 2015

    F-7  

Consolidated Statements of Cash Flows for the years ended December 31, 2016 and 2015

    F-8  

Notes to Consolidated Financial Statements

    F-9  

Audited Consolidated Financial Statements of Alpine Bancorporation, Inc.—December 31, 2015 and 2014

   
 
 

Report of Independent Auditor

    F-55  

Consolidated Balance Sheets at December 31, 2015 and 2014

    F-56  

Consolidated Statements of Operations for the years ended December 31, 2015 and 2014

    F-57  

Consolidated Statements of Comprehensive Income for the years ended December 31, 2015 and 2014

    F-58  

Consolidated Statements of Stockholders' Equity for the years ended December 31, 2015 and 2014

    F-59  

Consolidated Statements of Cash Flows for the years ended December 31, 2015 and 2014

    F-60  

Notes to Consolidated Statements

    F-61  

Unaudited Consolidated Financial Statements of Alpine Bancorporation, Inc.—September 30, 2017 and 2016:

   
 
 

Consolidated Balance Sheet at September 30, 2017

    F-106  

Consolidated Statements of Operations for the nine months ended September 30, 2017 and 2016

    F-107  

Consolidated Statements of Comprehensive Income for the nine months ended September 30, 2017 and 2016

    F-108  

Consolidated Statements of Stockholders' Equity for the nine months ended September 30, 2017 and 2016

    F-109  

Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016

    F-110  

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LOGO

Independent Auditor's Report

Board of Directors
Alpine Bancorporation, Inc. and Subsidiaries
Belvidere, Illinois

        We have audited the accompanying consolidated balance sheets of Alpine Bancorporation, Inc. and Subsidiaries (the "Company") as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for the years then ended and the related notes to the consolidated financial statements.

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

        Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit of the December 31, 2016 financial statements in accordance with auditing standards generally accepted in the United States. Our audit of the December 31, 2015 financial statements was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Alpine Bancorporation, Inc. and Subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States.

Report on Internal Controls over Financial Reporting

        We also have audited in accordance with auditing standards generally accepted in the United States, the Company's internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring

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Organizations of the Treadway Commission (COSO) in 2013 and our report dated March 6, 2017, expressed an unmodified opinion.

GRAPHIC

Wipfli LLP

March 6, 2017
Madison, Wisconsin

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Alpine Bancorporation, Inc. and Subsidiaries

Consolidated Balance Sheets

December 31, 2016 and 2015

(In thousands, except share data)

 
  2016   2015  

Assets

             

Cash and due from banks

  $ 26,099   $ 22,547  

Interest bearing deposits with financial institutions

    5,642     25,344  

Cash and cash equivalents

    31,741     47,891  

Securities available-for-sale

    341,212     364,012  

Securities held-to-maturity (fair value $5,518 and $4,988)

    5,495     5,000  

Loans held-for-sale, at fair value

    13,568     8,763  

Loans held for investment

    801,110     728,181  

Less: allowance for loan losses

    (9,856 )   (10,056 )

Loans held for investment, net

    791,254     718,125  

Federal Home Loan Bank Stock, at cost

    2,644     2,644  

Federal Reserve Bank Stock, at cost

    1,115     1,115  

Premises and equipment, net

    21,509     19,751  

Other real estate owned, net

    748     1,130  

Mortgage servicing rights, at fair value

    5,771     5,227  

Bank-owned life insurance

    21,867     21,215  

Accrued interest receivable

    4,804     4,830  

Other assets

    8,158     8,185  

Total assets

  $ 1,249,886   $ 1,207,888  

Liabilities

             

Deposits:

             

Non-interest bearing demand

  $ 325,829   $ 289,919  

Interest bearing:

             

Savings, NOW, and money market

    563,581     541,313  

Time

    220,036     251,890  

Total deposits

    1,109,446     1,083,122  

FHLB Advances

    20,681     5,300  

Other borrowings

        150  

Accrued interest payable

    654     746  

Accrued taxes and employee salaries & benefits

    3,317     3,421  

Other liabilities

    6,618     5,195  

Total liabilities

    1,140,716     1,097,934  

Commitments and contingent liabilities (Note 13)

             

Stockholders' Equity

             

Common stock, $1.00 par value, 15,000,000 shares authorized; 8,475,000 and 8,475,000 shares issued and outstanding

    8,475     8,475  

Additional paid-in capital

    10,191     10,103  

Retained earnings

    89,725     85,009  

Accumulated other comprehensive income

    779     6,367  

Total stockholders' equity

    109,170     109,954  

Total liabilities and stockholders' equity

  $ 1,249,886   $ 1,207,888  

   

See Notes to Consolidated Financial Statements.

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Alpine Bancorporation, Inc. and Subsidiaries

Consolidated Statements of Operations

Years Ended December 31, 2016, and 2015

(In thousands, except share data)

 
  2016   2015  

Interest and dividend income

             

Loans, including fees

  $ 31,146   $ 28,368  

Securities:

             

Taxable

    5,409     6,642  

Tax-exempt

    2,152     2,160  

Dividends

    267     229  

Federal funds sold and other

    272     123  

Total interest and dividend income

    39,246     37,522  

Interest expense

             

Deposits

    2,756     3,012  

Federal funds purchased

        1  

Line of credit

    1      

Other borrowed funds

    424     121  

Total interest expense

    3,181     3,134  

Net interest and dividend income

    36,065     34,388  

Provision for loan losses

    450     100  

Net interest and dividend income after provision for loan losses

    35,615     34,288  

Non-interest income

             

Trust income

    6,774     6,895  

Service charges on deposits

    3,734     3,583  

Mortgage servicing income, net of changes in fair value

    3,271     2,721  

Net gain on sale of loans

    3,122     2,076  

Net gain on sales of securities

    1,358     507  

Increase in cash surrender value of bank-owned life insurance

    652     678  

Debit card interchange income

    3,310     3,062  

Commercial card processing income

    645     666  

Other income

    1,388     1,641  

Total non-interest income

    24,254     21,829  

Non-interest expense

             

Salaries and employee benefits

    27,220     25,815  

Occupancy expense, net

    2,914     2,861  

Furniture and equipment expense

    1,755     1,808  

FDIC Insurance

    603     560  

Data processing

    3,580     2,674  

Card processing

    1,473     1,059  

Communications

    1,072     1,083  

Professional fees

    1,690     1,273  

Directors Fees

    233     280  

Advertising

    928     925  

Other real estate expense, net

    156     (216 )

Other expense

    3,680     3,692  

Total non-interest expense

    45,304     41,814  

Income before income taxes

    14,565     14,303  

Provision for income taxes

    125     111  

Net income

  $ 14,440   $ 14,192  

Basic earnings per share

  $ 1.70   $ 1.67  

Diluted earnings per share

    1.70     1.67  

Non-tax distributions per share

    0.54     0.63  

   

See Notes to Consolidated Financial Statements.

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Alpine Bancorporation, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

Years Ended December 31, 2016, and 2015

(In thousands)

 
  2016   2015  

Net income

  $ 14,440   $ 14,192  

Unrealized holding losses (gains) on available-for-sale securities arising during the period

    (4,230 )   (355 )

Less: Reclassification adjustment for the net gains realized during the period

    1,358     507  

Total other comprehensive loss

    (5,588 )   (862 )

Comprehensive income

  $ 8,852   $ 13,330  

   

See Notes to Consolidated Financial Statements.

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Alpine Bancorporation, Inc. and Subsidiaries

Consolidated Statements of Stockholders' Equity

Years Ended December 31,2016 and 2015

(In thousands, except share data)

 
  Common
Stock
  Additional
Paid-in
Capital
  Retained
Earnings
  Treasury
Stock
  Accumulated
Other
Comprehensive
Income
  Total
Stockholders'
Equity
 

Balance, January 1, 2015

  $ 8,505   $ 10,497   $ 81,269   $   $ 7,229   $ 107,500  

Net income

   
   
   
14,192
   
   
   
14,192
 

Other comprehensive loss

                    (862 )   (862 )

Purchase of treasury stock

                (543 )       (543 )

Sale of treasury stock

                119         119  

Retirement of common stock

    (30 )   (394 )       424          

Cash dividends declared

            (10,452 )           (10,452 )

Balance, December 31, 2015

  $ 8,475   $ 10,103   $ 85,009   $   $ 6,367   $ 109,954  

Net income

            14,440             14,440  

Other comprehensive loss

                    (5,588 )   (5,588 )

Purchase of treasury stock

                (546 )       (546 )

Sale of treasury stock

                546         546  

Contribution of land

        88                 88  

Cash dividends declared

            (9,724 )           (9,724 )

Balance, December 31, 2016

  $ 8,475   $ 10,191   $ 89,725   $   $ 779   $ 109,170  

   

See Notes to Consolidated Financial Statements.

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Alpine Bancorporation, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Years Ended December 31, 2016 and 2015

(In thousands)

 
  2016   2015  

Cash flows from operating activities

             

Net income

  $ 14,440   $ 14,192  

Adjustments to reconcile net income to net cash provided by operating activities

             

Depreciation and amortization of premises and equipment

    1,859     1,780  

Net change in fair value of mortgage servicing rights

    (544 )   (387 )

Provision for loan losses

    450     100  

Originations of loans held-for-sale

    (185,590 )   (140,002 )

Proceeds from sales of loans held-for-sale

    183,907     141,325  

Net gain on sale of loans

    (3,122 )   (2,076 )

Increase in cash surrender value of bank-owned life insurance

    (652 )   (678 )

Net discount (accretion)/premium amortization on securities

    4,188     5,064  

Net gain on sale of securities

    (1,358 )   (507 )

Net gains on sale of other real estate owned

    (44 )   (269 )

Provision for other real estate owned losses

    159     80  

Net (gain) loss on disposal of fixed assets

    18     (24 )

Change in accrued interest receivable and other assets

    53     (1,706 )

Change in accrued interest payable and other liabilities

    1,227     (974 )

Net cash provided by operating activities

    14,991     15,918  

Cash flows from investing activities

             

Proceeds from maturities and calls, including paydown on securities available-for-sale

    37,761     41,886  

Proceeds from sales of securities available-for-sale

    44,314     52,120  

Purchases of securities available-for-sale

    (67,693 )   (28,039 )

Purchases of securities held-to-maturity

    (495 )   (5,000 )

Loan originations and principal collections, net

    (74,246 )   (113,378 )

Recoveries of loans charged off

    457     563  

Proceeds from sales of other real estate owned

    477     1,747  

Proceeds from disposition of premises and equipment

    15     75  

Net purchases of premises and equipment

    (3,562 )   (1,796 )

Net cash used in investing activities

    (62,972 )   (51,822 )

Cash flows from financing activities

             

Net change in deposits

    26,324     44,430  

Proceeds from FHLB advances

    88,700      

Repayment of FHLB advances

    (73,319 )    

Proceeds (repayment) from line of credit

    (150 )   150  

Dividends paid

    (9,724 )   (10,452 )

Purchase of treasury shares

    (546 )   (543 )

Sales of treasury shares

    546     119  

Net cash provided by financing activities

    31,831     33,704  

Net change in cash and cash equivalents

    (16,150 )   (2,200 )

Cash and cash equivalents at beginning of period

    47,891     50,091  

Cash and cash equivalents at end of period

  $ 31,741   $ 47,891  

Supplemental disclosures of cash flow information

             

Cash payments for:

             

Interest

  $ 3,272   $ 3,345  

Income Taxes

    154     160  

Non-cash transactions:

             

Transfer of loans to OREO

    219     362  

Transfer of premises to OREO

        131  

Retirement of common stock

        424  

Contribution of land

    88      

   

See Notes to Consolidated Financial Statements.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2016 and 2015

Note 1. Summary of Significant Accounting Policies

        The accounting and reporting policies of Alpine Bancorporation, Inc. (the Company) conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. Certain reclassifications were made to prior year amounts to conform to the current year presentation. The following is a description of the significant policies.

        Principles of consolidation:    The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Alpine Bank & Trust Co. (the Bank). Alpine Insurance Solutions is a wholly owned consolidated subsidiary of the Bank that provides limited insurance services. Assets held in a fiduciary or agency capacity are not assets of the Company or its subsidiary and are not included in the consolidated financial statements. All significant intercompany accounts and transactions have been eliminated in consolidation.

        Nature of operations:    The Bank provides a variety of banking products and services to individuals and businesses through facilities in the Illinois counties of Winnebago, Boone, and northern DeKalb and has an increasing commercial presence in the Wisconsin counties of Dane and Milwaukee. Primary deposit products are demand deposits, savings, and certificates of deposit and primary lending products are agribusiness, commercial, including commercial real estate, real estate mortgage, and installment loans. The Bank also offers wealth and trust services to the public.

        Use of estimates:    The preparation of consolidated financial statements in conformity with United States of America generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates and assumptions are based upon the best available information, actual results could differ from those estimates. The allowance for loan losses, valuation of mortgage servicing rights, valuation of OREO, and fair values of financial instruments are particularly subject to change.

        Significant group concentrations of credit risk:    Most of the Company's activities are with customers located within the Illinois counties of Winnebago, Boone, and northern DeKalb. An increasing portion of the Company's loan portfolio activities are with customers located within the Wisconsin counties of Dane and Milwaukee. Therefore, the Company's exposure to credit risk is significantly affected by changes in the economy in the preceding areas. Note 3 addresses the types of securities in which the Company invests. Note 4 addresses the types of lending that the Company engages in. The Company does not have any significant concentrations to any one industry or customer.

        Presentation of cash flows:    For purposes of reporting cash flows, cash and cash equivalents include cash, deposits with other financial institutions with maturities fewer than 90 days, and federal funds sold. Cash flows from loans, deposits, federal funds purchased, other short-term borrowings, and any sweep repurchase agreements are reported net.

        Securities:    Securities are classified as available-for-sale or held-to-maturity at the time of purchase. Debt securities classified as held-to-maturity are carried at amortized cost when management has the positive intent and ability to hold them to maturity. Debt securities are classified as available-for-sale when they might be sold before maturity. Equity securities with readily determinable fair values are classified as available-for-sale. Securities classified as available-for-sale are recorded at fair value,

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 1. Summary of Significant Accounting Policies (Continued)

with unrealized holding gains and losses excluded from earnings and reported in other comprehensive income.

        Purchase premiums and discounts are recognized in interest income on the level yield method without anticipating prepayments. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

        Management evaluates securities for other-than-temporary impairment ("OTTI") on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For securities in an unrealized loss position, management considers the extent and duration of the unrealized loss, and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or if it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: 1) OTTI related to credit loss, which must be recognized in the Consolidated Statements of Operations and 2) OTTI related to other factors, which is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. For equity securities, the entire amount of impairment is recognized through earnings.

        Loan Commitments and related financial instruments:    Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer-financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded. Instruments, such as standby or performance letters of credit that are considered financial guarantees are recorded at fair value at inception, if material.

        Loans held-for-sale:    The Bank originates residential mortgage loans, which consist of loan products eligible for sale to the secondary market. Residential mortgage loans intended and eligible for sale in the secondary market are carried at fair value. The fair value of loans held-for-sale is determined using quoted secondary market prices on similar loans.

        Mortgage loans held-for-sale are generally sold with servicing rights retained. The carrying value of mortgage loans sold is reduced by the amount allocated to the servicing right. Gains and losses on sales of mortgage loans are recorded in non-interest income and are based upon the difference between the selling price and the carrying value of the related loan sold using the specific identification method.

        Loans:    The Bank grants mortgage, commercial, agriculture and consumer loans to customers. A substantial portion of the loan portfolio is represented by loans throughout Winnebago, Boone, and northern DeKalb counties in Illinois. In addition, an increasing portion of the loan portfolio is represented by loans, principally commercial, in Dane and Milwaukee Counties in Wisconsin. The ability of the Bank's debtors to honor their contracts is dependent upon the real estate and general economic conditions in these areas.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 1. Summary of Significant Accounting Policies (Continued)

        Loans held-for-investment are loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off and are generally reported at their outstanding unpaid principal balances adjusted for charge-offs and net of an allowance for loan losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield.

        Interest income on mortgage and commercial loans is discontinued and placed on non-accrual status at the time the loan is 90 days delinquent unless the loan is well-secured and in process of collection. Open-end home equity lines of credit loans are charged off no later than 180 days past due, and commercial loans are charged off to the extent principal or interest is deemed uncollectible. Closed end retail and mortgage loans continue to accrue interest until they are charged off no later than 120 days past due unless the loan is in the process of collection and well secured. Past-due status is based on the contractual terms of the loan. In all cases, loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. Non-accrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.

        All interest accrued but not received for loans placed on non-accrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Under the cost-recovery method, interest income is not recognized until the loan balance is reduced to zero. Under the cash-basis method, interest income is recorded when the payment is received in cash. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

        Allowance for loan losses:    The allowance for loan losses is a valuation allowance for probable incurred credit losses and is maintained at a level, which, in management's judgment, is adequate to absorb credit losses relating to specifically identified loans, as well as probable credit losses inherent in the loan portfolio. The amount of the allowance is an estimate based on management's evaluation of the collectability of the loan portfolio, including the nature and volume of the portfolio, credit concentrations, and trends in historical loss experience, specific impaired loans, and the effect of economic conditions and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management's judgment, should be charged off. Because of uncertainties inherent in the estimation process, management's estimate of credit losses inherent in the loan portfolio and the related allowance may change materially in the near term. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Bank's allowance for loan losses and may require the Bank to make additions to the allowance based on their judgment about information available to them at the time of their examinations. The allowance is increased by a provision for loan losses, which is charged to expense. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 1. Summary of Significant Accounting Policies (Continued)

        When establishing the general component of the allowance for loan losses, management categorizes loans into loan pools generally based on the nature of the collateral or purpose of the loan. These loan pools and their common characteristics are as follows:

        The Commercial loan segment includes the following:

        Commercial loans—Commercial loans are loans for commercial and industrial purposes, including issuing letters of credit, whether secured or unsecured, single-payment or amortizing. These loans originate to sole proprietorships, partnerships, or corporations. These may also include loans made to individuals for commercial, industrial, and professional purposes but not for investment or personal expenditures. The Bank's commercial business loan portfolio is comprised of loans for a variety of business purposes and generally is secured by equipment, machinery and other business assets.

        Municipal loans—These loans provide financing for counties, municipalities, school districts, irrigation districts, state and local housing authorities and drainage and sewer districts or any obligations that are initiated by the state or local governments.

        Agricultural loans—These are loans which originate to finance agricultural production, whether secured or unsecured and whether made to farm owners and operators or to non-farmers. These include loans made for the purpose of financing the growing and storing of crops, the marketing or carrying of agricultural products and the production of livestock. Also included in this pool would be loans made to farmers for the purchase or maintenance of farm machinery, equipment and implements, or provisions for farmer living expenses.

        The commercial real estate loan segment includes the following:

        Owner occupied real estate loans—These are loans secured by owner-occupied non-farm nonresidential properties. These are loans for which the primary source of repayment is the cash flow from the ongoing operations and activities conducted by the party who owns the property. Rental income, if derived from a nonaffiliated third party, must be less than 50% of the source of repayment.

        Non owner-occupied real estate—Non owner-occupied are loans secured by non-farm nonresidential properties, including business and industrial properties, hotels, motels, churches, hospitals, educational and charitable institutions, dormitories, clubs, lodges, association buildings, homes for aged persons and orphans, golf courses, recreational facilities and similar properties.

        Construction, land development, and other land loans—These loans are secured by real estate and originated to finance (a) land development preparatory to erecting vertical improvements or (b) the on-site construction of industrial, commercial, residential, or farm buildings. For purposes of this classification, "construction" includes not only construction of new structures, but also includes any loans originated to finance additions or alterations to existing structures and the demolition of existing structures to make way for new structures. Also included are loans secured by vacant land, except land known to be used or usable for agricultural purposes. Until a permanent loan originates or payoff occurs all construction loans secured by real estate are reportable in this loan pool. Loans to finance construction and land development that are not secured by real estate are segmented and reported separate from this pool.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 1. Summary of Significant Accounting Policies (Continued)

        Other commercial real estate loans—This includes farmland loans, multi-family loans and other real estate secured loans. Farmland loans include all loans secured by farmland and improvements thereon. Farmland includes all land known to be used or usable for agricultural purposes, such as crop and livestock production. Farmland includes grazing or pastureland, whether tillable or not and whether wooded or not. Multi-family loans include loans to finance non-farm properties with five or more units in structures primarily to accommodate households on a temporary or permanent basis. These may include apartment buildings or apartment hotels.

        Residential real estate loans—Residential loans are generally smaller in size and are homogenous because they exhibit similar characteristics. These loans are secured by nonfarm property containing one to four family dwelling units (including vacation homes), mobile homes, and individual condominium dwelling units secured by an interest in the individual housing unit.

        The installment and personal loan segment includes the following:

        Direct consumer loans—These loans may take the form of installment loans, demand loans, and single payment loans and are extended to individuals for household, family, and other personal expenditures. These also include direct consumer automobile loans extended by the bank for the purpose of purchasing a new or used vehicle for personal use.

        Indirect consumer loans—These loans include retail installment-sales paper purchased by the bank from merchants or dealers of retail sales of vehicles for personal use.

        Home equity loans—These consist of closed-end loans secured by one to four family residential properties secured by junior liens.

        Home equity lines—These loans consist of revolving open-end lines of credit secured by one to four family residential properties extended to individuals for household, family, and other personal expenditures. These lines of credit, commonly known as home equity lines, are typically secured by a junior lien and are usually accessible by check.

        Personal reserve account loans—These consist of extensions of credit to individuals for household, family and other personal expenditures arising from prearranged overdraft plans.

        Credit card lines—These consist of unsecured revolving open-end lines of credit to individuals and businesses for expenditures.

        The allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired when, based on current information and events, it is probable that the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement. Loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings ("TDRs") and classified as impaired.

        Additional factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 1. Summary of Significant Accounting Policies (Continued)

borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

        Impaired loans are measured on an individual basis based on the present value of expected future cash flows discounted at the loan's effective interest rate or, as a practical expedient, at the loan's observable market price or the fair value of the collateral, net of costs to sell, if the loan is collateral dependent. For impaired loans, accrual of interest is discontinued on a loan when management believes after considering collection efforts and other factors that the borrower's financial condition is such that the collection of interest is doubtful.

        Troubled debt restructurings are individually evaluated for impairment and included in the separately identified impairment disclosures. TDRs are measured at the present value of estimated future cash flows using the loan's effective rate at inception. If a commercial TDR is considered to be a collateral dependent loan, the loan is reported at the fair value of the collateral, net. For TDRs that subsequently default, the Bank determines the amount of the allowance on that loan in accordance with the accounting policy for the allowance for loan losses on loans individually identified as impaired. The Bank incorporates recent historical experience related to TDRs including the performance of TDRs that subsequently default into the calculation of the allowance by loan portfolio segment.

        The general component covers loans that are collectively evaluated for impairment. Large groups of smaller balance homogeneous loans, such as consumer and residential real estate loans are collectively evaluated for impairment. The general allowance component also includes loans that are not individually identified for impairment evaluation, as well as those loans that are individually evaluated but are not considered impaired. The general component is based on historical loss experience adjusted for current factors. The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Bank. This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment.

        These economic and other factors include, but are not limited to, consideration of the following: changes in the nature and volume of the portfolio and terms of loans, changes in volume and severity of past due loans and similar conditions such as trends in delinquencies and impaired loans (including TDRs); levels of and trends in charge-offs and recoveries; changes in levels of loans classified as special mention, substandard, or doubtful; effects of any changes in the quality of the organization's loan review system including risk selection; other changes in lending policies and procedures including changes in underwriting standards and collections, charge offs, and recovery practices; changes in the experience, ability, and depth of lending management and other relevant staff; changes in international, national, regional, and local economic trends and conditions; changes in the value of underlying collateral on collateral dependent loans; industry conditions and effects of changes in credit concentration and levels of such concentration; and the effect of other external factors (i.e. competition, legal and regulatory requirements) on the level of estimated credit losses.

        Troubled debt restructurings:    A loan is classified as a troubled debt restructuring when a borrower is experiencing financial difficulties that leads to a restructuring of the loan, and the Company grants concessions to the borrower in the restructuring that it would not otherwise consider. These concessions may include rate reductions, principal forgiveness, extension of maturity date, and other actions intended to minimize potential losses. Loans are not classified as a TDR when the

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 1. Summary of Significant Accounting Policies (Continued)

modification is short-term or results in only an insignificant delay or shortfall in the payments to be received. The Bank's TDRs are determined on a case-by-case basis in connection with ongoing loan collection and credit analysis processes.

        The Company generally does not accrue interest on any TDRs unless it believes collection of all principal and interest under the modified terms is reasonably assured. For TDRs to accrue interest, the borrower must demonstrate both some level of past performance and the capacity to perform under the modified terms. Generally, six months of consecutive payment performance by the borrower under the restructured terms is required before TDRs are returned to accrual status. However, the period could vary depending on the individual facts and circumstances of the loan. An evaluation of the borrower's current creditworthiness is used to assess whether the borrower has the capacity to repay the loan under the modified terms. This evaluation includes an estimate of expected cash flows, evidence of strong financial position, and estimates of the value of collateral, if applicable.

        Mortgage servicing rights:    The Bank is also involved in the business of servicing mortgage loans. Servicing activities include collecting principal, interest, and escrow payments from borrowers, making tax and insurance payments on behalf of the borrowers, monitoring delinquencies, executing foreclosure proceedings, and accounting for and remitting principal and interest payments to the investors. Mortgage servicing rights represent the right to a stream of cash flows and an obligation to perform specified residential mortgage servicing activities.

        Servicing rights are recognized separately as assets when they are acquired through sales of loans and servicing rights are retained. Servicing rights are initially recorded at fair value with the effect recorded in gains on sales of loans on the Consolidated Statements of Operations. Mortgage servicing rights are valued under the fair value measurement method. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. While market-based data is used to determine the input assumptions, the Bank incorporates its own estimates of assumptions market participants would use in determining fair value of mortgage servicing rights. Changes in fair value are recognized and reported in the consolidated statement of operations as a component of mortgage servicing income.

        Servicing fee income, which is included on the Consolidated Statements of Operations as mortgage servicing income, net of fair value changes, is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned.

        Mortgage loans that the Company is servicing for others are not included in the Consolidated Balance Sheets. Fees received in connection with servicing loans for others are recognized as earned. Loan servicing costs are charged to expense as incurred.

        Premises and equipment:    Premises and equipment are stated at cost less accumulated depreciation. Depreciation is charged to operating expense on a straight-line or an accelerated basis

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 1. Summary of Significant Accounting Policies (Continued)

over the estimated useful lives of the assets (10-60 years, buildings and improvements; 3-15 years, furniture and equipment). Gains and losses are included in other noninterest income in the Consolidated Statements of Operations. Maintenance and repairs are charged to operating expenses as incurred, while improvements that conform to definitions of tangible property improvements are capitalized and depreciated over the estimated remaining life.

        Non-marketable equity securities:    Non-marketable equity securities include Federal Reserve Bank ("FRB") and Federal Home Loan Bank ("FHLB") stock as well as other non-marketable equity securities. The Bank is a member of its regional Federal Reserve Bank. FRB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income.

        The Bank is also a member of the FHLB system. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income. FHLB announced that beginning in 2017, it will begin repurchasing all stock in excess of membership or activity requirements. All other non-marketable equity securities are carried at cost, classified as restricted, and periodically evaluated for impairment.

        Other Real Estate Owned:    Other real estate owned ("OREO") properties are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. Physical possession of residential real estate property collateralizing a consumer mortgage loan occurs when legal title is obtained upon completion of foreclosure or when the borrower conveys all interest in the property to satisfy the loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. These assets are subsequently accounted for at the lower of cost or fair value less estimated costs to sell. If fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense. Revenue and expenses from operations and fair value write-downs are included in other real estate expense.

        Bank-owned life insurance:    The Company has purchased life insurance policies on certain employees (both current and former). The bank owned life insurance ("BOLI") is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value ("CSV") or the amount that can be realized. The change in CSV is recorded as increase in cash surrender value of bank-owned life insurance in the Consolidated Statements of Operations in noninterest income.

        Loss contingencies:    Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are such matters that will have a material effect on the financial statements.

        Wealth Management & Trust Services:    Assets held in a fiduciary or agency capacity for customers are not included in the consolidated financial statements as they are not assets of the Company or its subsidiaries. Fee income is recognized on a cash basis and is included as a component of noninterest income in the Consolidated Statements of Operations.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 1. Summary of Significant Accounting Policies (Continued)

        Long Term Incentive Plan:    Compensation cost for the Company Restricted Stock Plan awards issued to employees is based upon the fair value of the awards at the effective date of grant. The market price of the Company's common stock at the grant date is used for the valuation of restricted stock and restricted stock unit awards. Compensation cost is recognized over the required service performance period, generally defined as the vesting period.

        Transfers of financial assets:    Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

        Earnings per common share:    Basic earnings per share ("EPS") of common stock is computed by dividing net income applicable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income applicable to common shareholders by the weighted-average number of common shares outstanding plus the number of additional common shares that would have been outstanding if dilutive shares were issued.

        Mortgage banking derivatives:    Commitments to fund mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as free standing derivatives. Fair values of these mortgage derivatives are estimated based on changes in mortgage interest rates from the date the interest rate on the loan is locked. The Company enters into forward commitments for the future delivery of mortgage loans when interest rate locks are entered into, in order to hedge the change in interest rates resulting from its commitments to fund the loans. Changes in the fair values of these derivatives are included in net gain on sales of loans.

        Income taxes:    Effective January 1, 2006, the Company, with the consent of its stockholders and the applicable taxing authorities, began being taxed under sections of federal and state income tax law, which provide that, in lieu of corporation income taxes, the stockholders separately account for their pro rata share of the Company's income, deductions, losses and credits. As a result, the Company may be subject to federal tax if certain assets are sold at a gain for a select period following the election (Built-in-Gains Tax). The Company is responsible for and records as expense appropriate state income taxes.

        The Company accounts for uncertainty in income taxes, which arise, based on determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. The Company did not have any significant uncertain tax positions as of December 31, 2016 and 2015.

        Comprehensive income:    Comprehensive income is the total of reported earnings of all other revenues, expenses, gains, and losses that are not reported in earnings under GAAP. The Company includes the following items in other comprehensive income (loss) in the Consolidated Statements of Comprehensive Income: (i) change in net unrealized gains or losses on available-for-sale securities, less (ii) the reclassification adjustment for the net gains (losses) realized during the period.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 1. Summary of Significant Accounting Policies (Continued)

Recent accounting pronouncements:

Newly adopted standards:

        In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-03 "Simplifying the Presentation of Debt Issuance Costs." ASU 2015-03 amended prior guidance to simplify the presentation of debt issuance costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 was effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within fiscal years. The adoption of this standard did not have a material effect to the Company's operating results or financial condition.

Future accounting standards:

        In May 2014, the FASB issued ASU No. 2014-09 "Revenue from Contracts with Customers (Topic 606)." The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. ASU 2014-09 was to be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The amendments can be applied retrospectively to each prior reporting period or retrospectively with the cumulative effect of initially applying this update recognized at the date of initial application. Early application is not permitted. The Company is assessing the impact of ASU 2014-09 on its accounting and disclosures. In August 2015, the FASB issued ASU 2015-14 "Revenue from Contracts with Customers (Topic 606) Deferral of the Effective Date." This accounting standards update defers the effective date for an additional year. ASU 2015-14 will be effective for non-public business entities for annual reporting periods beginning after December 15, 2018.

        In January 2016, the FASB issued ASU No. 2016-01 Financial Instruments—Overall (Subtopic 825-10) "Recognition and Measurement of Financial Assets and Financial Liabilities". The amendments in this ASU require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in this accounting standard update also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this accounting standard update eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. This new standard is effective for consolidated financial statements issued for annual periods beginning after December 15, 2018. The Company is currently evaluating whether it will adopt the provision in this standard eliminating the requirement to disclose the fair value of financial instruments measured at amortized cost. The Company does not believe the adoption of the rest of the standard will have a significant impact on its consolidated financial statements.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 1. Summary of Significant Accounting Policies (Continued)

        In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842). The amendment requires lessees recognized the following for all leases (with the exception of short-term leases) as the commencement date (1) A lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discount basis; and (2) A right of use asset which is an asset that represents the lessee's right to use, control the us e of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. These amendments are effective for fiscal years beginning after December 15, 2019. Early application is permitted. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company does not believe the adoption of the standard will have a significant impact on its consolidated financial statements.

        In June 2016, FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326). This guidance replaces the current incurred loss model with an expected loss model, which is referred to as the current expected credit loss (CECL) model. The CECL model is applicable to the measurement of credit losses in financial assets, measures at amortized cost, including loan receivables, held to maturity debt securities, and reinsurance receivables. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor. These amendments are effective for fiscal years beginning after December 15, 2020. Entities may adopt early for fiscal years beginning after December 15, 2018. The Company is assessing the impact of ASU 2016-13 on its accounting and disclosures.

        Subsequent events:    The Company has evaluated subsequent events for recognition and disclosure through March 6, 2017, which is the date the consolidated financial statements were available to be issued. January 26, 2017, the Board of Directors approved the purchase of a facility, currently under a lease agreement from a land trust controlled by a related party for $3.3 million. This sale is expected to close by March 31, 2017. There are no additional subsequent events to report.

Note 2. Restrictions on Cash and Amounts Due From Banks

        The Bank is required to maintain reserve balances in cash or on deposit with the Federal Reserve Bank. In accordance with the reserve requirements, the average reserve balances were $1.4 million and $27.7 million, for the years ending December 31, 2016, and 2015, respectively. There were no reserve balances held on deposit with the Federal Reserve Bank at December 31, 2016 and 2015.

        The nature of the Company's business requires that it maintain amounts with other banks and federal funds, which, at times, may exceed federally insured limits. Management monitors these correspondent relationships, and the Company has not experienced any losses in such accounts.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 3. Securities

        Investment portfolio management: The investment portfolio serves the liquidity and income needs of the Company. While the portfolio serves as an important component of the overall liquidity management at the Bank, portions of the portfolio also serve as income producing assets. The size and composition of the portfolio reflects liquidity needs, loan demand and interest income objectives. Portfolio size and composition will be adjusted from time to time. While a significant portion of the portfolio consists of readily marketable securities to address liquidity, other parts of the portfolio may reflect funds invested pending future loan demand or to maximize interest income without undue interest rate risk.

        Securities are comprised of debt securities, certificates of deposit, and marketable equity securities. Securities available-for-sale are carried at fair value. Unrealized gains and losses, net of tax, on securities available-for-sale are reported as a separate component of equity. This balance sheet component changes as interest rates and market conditions change. Unrealized gains and losses are not included in the calculation of regulatory capital.

        Securities held-to-maturity are carried at amortized cost. In accordance with GAAP, the Company has the positive intent and ability to hold the securities to maturity.

        The following tables summarize the amortized cost and fair value of the securities portfolio and the corresponding amounts of gross unrealized gains and losses at December 31:

 
  2016  
 
  Amortized
Cost
  Gross
Unrealized
Gains
  Gross
Unrealized
(Losses)
  Fair
Value
 
 
  (in thousands)
 

Securities Available-for-Sale

                         

Debt Securities:

                         

U.S. Government and federal agency

  $ 105,155   $ 1,216   $   $ 106,371  

State and municipal

    105,435     1,637     (1,465 )   105,607  

Residential mortgate-backed

    121,670     426     (1,188 )   120,908  

Corporate bonds

    514     1         515  

    332,774     3,280     (2,653 )   333,401  

Marketable equity securities

    7,659     219     (67 )   7,811  

Total Securities Available-for-Sale

  $ 340,433   $ 3,499   $ (2,720 ) $ 341,212  

Securities Held-to-Maturity

                         

Corporate bonds

  $ 5,495   $ 23   $   $ 5,518  

Total Securities Held-to-Maturity

  $ 5,495   $ 23   $   $ 5,518  

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 3. Securities (Continued)

 
  2015  
 
  Amortized
Cost
  Gross
Unrealized
Gains
  Gross
Unrealized
(Losses)
  Fair
Value
 
 
  (in thousands)
 

Securities Available-for-Sale

                         

Debt Securities:

                         

U.S. Government and federal agency

  $ 155,840   $ 2,468   $   $ 158,308  

State and municipal

    92,703     3,312     (8 )   96,007  

Residential mortgate-backed

    100,157     754     (259 )   100,652  

Corporate bonds

    1,035     4         1,039  

    349,735     6,538     (267 )   356,006  

CD Investments

    250             250  

Marketable equity securities

    7,660     102     (6 )   7,756  

Total Securities Available-for-Sale

  $ 357,645   $ 6,640   $ (273 ) $ 364,012  

Securities Held-to-Maturity

                         

Corporate bonds

  $ 5,000   $   $ (12 ) $ 4,988  

Total Securities Held-to-Maturity

  $ 5,000   $   $ (12 ) $ 4,988  

        Gross realized gains and gross realized losses on sales of securities available-for-sale for the years ended December 31, are as follows:

 
  2016   2015  
 
  (in thousands)
 

Proceeds from sales of securities

  $ 44,314   $ 52,120  

Gross Realized gains

  $ 1,372   $ 508  

Gross Realized losses

    (14 )   (1 )

Securities gains (losses), net

  $ 1,358   $ 507  

        The amortized cost and fair value of debt securities by contractual maturity as of December 31, 2016, are shown in the following summary. Maturities may differ from contractual maturities on mortgage-backed securities because the mortgages underlying the securities may be called or repaid

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 3. Securities (Continued)

without any penalties. Therefore, these securities are not included in the maturity categories in the following summary.

 
  Amortized
Cost
  Fair
Value
 
 
  (in thousands)
 

Securities Available-for-Sale

             

Due in one year or less

  $ 23,383   $ 23,451  

Due after one year through five years

    138,138     140,329  

Due after five years through ten years

    23,372     23,323  

Due after ten years

    26,211     25,390  

    211,104     212,493  

Marketable equity securities

    7,659     7,811  

Residential mortgage-backed

    121,670     120,908  

  $ 340,433   $ 341,212  

Securities Held-to-Maturity

             

Due after one year through five years

  $ 5,000   $ 5,013  

Due after five years through ten years

    495     505  

  $ 5,495   $ 5,518  

        The following table shows the fair value and the unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31:

 
  2016  
 
  Less than 12 Months   12 Months or More   Total  
 
  Fair
Value
  Unrealized
Loss
  Number of
Securities
  Fair
Value
  Unrealized
Loss
  Number of
Securities
  Fair
Value
  Unrealized
Loss
  Number of
Securities
 
 
  (in thousands, except for number of securities)
 

Securities Available-for-Sale

                                                       

Debt Securities:

                                                       

State and municipal

  $ 37,324   $ (1,465 )   53   $   $       $ 37,324   $ (1,465 )   53  

Residential mortgage backed

    69,740     (1,188 )   26                 69,740     (1,188 )   26  

Marketable equity securities

    6,938     (62 )   1     5     (5 )   1     6,943     (67 )   2  

  $ 114,002   $ (2,715 )   80   $ 5   $ (5 )   1   $ 114,007   $ (2,720 )   81  

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 3. Securities (Continued)


 
  2015  
 
  Less than 12 Months   12 Months or More   Total  
 
  Fair
Value
  Unrealized
Loss
  Number of
Securities
  Fair
Value
  Unrealized
Loss
  Number of
Securities
  Fair
Value
  Unrealized
Loss
  Number of
Securities
 
 
  (in thousands, except for number of securities)
 

Securities Available-for-Sale

                                                       

Debt Securities:

                                                       

State and municipal

  $ 3,574   $ (7 )   5   $ 660   $ (1 )   2   $ 4,234   $ (8 )   7  

Residential mortgage backed

    35,863     (220 )   12     2,254     (39 )   1     38,117     (259 )   13  

Marketable equity securities

                4     (6 )   1     4     (6 )   1  

  $ 39,437   $ (227 )   17   $ 2,918   $ (46 )   4   $ 42,355   $ (273 )   21  

Securities Held-to-Maturity

                                                       

Debt Securities:

                                                       

Corporate Bonds

  $ 5,000   $ (12 )   1   $   $       $ 5,000   $ (12 )   1  

        Unrealized losses have not been recognized into income because the issuers' bonds are of high credit quality, the decline in fair value is largely due to changes in market interest rates, and the Company will likely not be required to sell the investments before recovery of their amortized costs. The fair value is expected to recover as the bonds approach their maturity date and/or market rates decline.

        Securities pledged at year-end 2016 and 2015 had a carrying amount of $128.1 million and $178.8 million and were pledged to secure public deposits or for other purposes as permitted or required by law.

        At December 31, 2016 and 2015, there were no holdings of securities of any one issuer, other than U.S. Government and its agencies, in an amount greater than 10% of stockholders' equity.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 4. Loans

        The composition of net loans as of December 31 is as follows:

 
  2016   2015  
 
  (in thousands)
 

Commercial

  $ 193,332   $ 182,126  

Agricultural

    16,628     17,292  

Commercial real estate:

             

Owner occupied

    111,961     100,205  

Non-owner occupied

    128,668     107,305  

Construction real estate

    67,795     60,298  

Other

    57,396     61,786  

Residential real estate

    102,209     82,699  

Installment and personal

    123,121     116,470  

    801,110     728,181  

Allowance for loan losses

    (9,856 )   (10,056 )

Loans, net

  $ 791,254   $ 718,125  

        The following tables present the contractual aging of the recorded investment in past due loans, by class of loans, as of December 31:

 
   
  2016  
 
  Current   30-59 Days
Past Due
  60-89 Days
Past Due
  Loans Past
Due 90 Days
or More
  Total   90 Days or
More Past Due
and Accruing
 
 
  (in thousands)
 

Commercial

  $ 193,200   $ 96   $   $ 36   $ 193,332   $  

Agricultural

    16,591     37             16,628      

Commercial real estate:

                                     

Owner occupied

    111,892             69     111,961      

Non-owner occupied

    128,668                 128,668      

Construction real estate

    66,850     945             67,795      

Other

    57,374     22             57,396      

Residential real estate

    101,805     216         188     102,209      

Installment and personal

    122,645     181     94     201     123,121      

Total

  $ 799,025   $ 1,497   $ 94   $ 494   $ 801,110   $  

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Table of Contents


ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 4. Loans (Continued)


 
   
  2015  
 
  Current   30-59 Days
Past Due
  60-89 Days
Past Due
  Loans Past
Due 90 Days
or More
  Total   90 Days or
More Past Due
and Accruing
 
 
  (in thousands)
   
 

Commercial

  $ 181,973   $ 99   $   $ 54   $ 182,126   $  

Agricultural

    17,244     13         35     17,292      

Commercial real estate:

                                     

Owner occupied

    100,128         77         100,205      

Non-owner occupied

    107,305                 107,305      

Construction real estate

    59,981     317             60,298      

Other

    61,786                 61,786      

Residential real estate

    81,907     410         382     82,699     80  

Installment and personal

    116,267     58     119     26     116,470      

Total

  $ 726,591   $ 897   $ 196   $ 497   $ 728,181   $ 80  

        The recorded investment in non-accrual loans by class of loans as of December 31 is as follows:

 
  2016   2015  
 
  (in thousands)
 

Commercial

  $ 721   $ 545  

Agricultural

    28     35  

Commercial real estate:

             

Owner occupied

    1,174     207  

Non-owner occupied

    612     690  

Construction real estate

        7  

Residential real estate

    265     376  

Installment and personal

    414     103  

Total

  $ 3,214   $ 1,963  

        As part of the on-going monitoring of the credit quality of the Company's loan portfolio, management categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt and comply with various terms of their loan agreements. The Company considers current financial information, historical payment experience, credit documentation, public information, and current economic trends. Generally, all sizeable credits receive a financial review no less than annually to monitor and adjust, if necessary, the credit's risk profile. For special mention, substandard, and doubtful credit classifications, the frequency of review is increased to no less than quarterly in order to determine potential impact on credit loss estimates.

        The Company categorizes loans into the following risk categories based on relevant information about the ability of borrowers to service their debt:

F-25


Table of Contents


ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 4. Loans (Continued)

F-26


Table of Contents


ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 4. Loans (Continued)

        The following tables present the risk category of loans evaluated by class of loans based on the most recent analysis performed as of December 31:

 
  2016  
 
  Pass   Special
Mention
  Substandard   Doubtful   Loss   Total  
 
  (in thousands)
 

Commercial

  $ 187,126   $ 1,065   $ 5,141   $   $   $ 193,332  

Agricultural

    16,600         28             16,628  

Commercial real estate:

                                     

Owner occupied

    108,220     344     3,397             111,961  

Non-owner occupied

    128,056         612             128,668  

Construction real estate

    62,883         4,912             67,795  

Other

    56,938         458             57,396  

Residential real estate

    96,890     1,195     4,124             102,209  

Installment and Personal

    121,387     169     1,565             123,121  

Total

  $ 778,100   $ 2,773   $ 20,237   $   $   $ 801,110  

 

 
  2015  
 
  Pass   Special
Mention
  Substandard   Doubtful   Loss   Total  

Commercial

  $ 173,543   $ 3,297   $ 5,286   $   $   $ 182,126  

Agricultural

    16,881     376     35             17,292  

Commercial real estate:

                                     

Owner occupied

    96,680     2,293     1,232             100,205  

Non-owner occupied

    104,888     1,727     690             107,305  

Construction real estate

    54,954     3,700     1,644             60,298  

Other

    61,237     74     475             61,786  

Residential real estate

    78,009     4,094     596             82,699  

Installment and Personal

    114,995     24     1,451             116,470  

Total

  $ 701,187   $ 15,585   $ 11,409   $   $   $ 728,181  

F-27


Table of Contents


ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 4. Loans (Continued)

        The following tables present additional detail of impaired loans, segregated by class of loans, as of December 31, 2016 and 2015. The unpaid principal balance represents the recorded balance prior to any partial charge-offs. The recorded investment represents customer balances net of any partial charge-offs recognized on the loans. The interest income recognized column represents all interest income reported on either a cash or accrual basis after the loan became impaired. The cash basis income column represents only the interest income recognized on a cash basis after the loan was classified as impaired:

 
  2016  
 
  Unpaid
Principal
Balance
  Recorded
Investment
  Allowance for
Loan Losses
Allocated
  Average
Recorded
Investment
  Interest
Income
Recognized
  Cash Basis
Interest
Income
Recognized
 
 
  (in thousands)
 

With no related allowance recorded:

                                     

Commercial

  $ 486   $ 486   $   $ 552   $ 8   $ 8  

Agricultural

                         

Commercial real estate:

                                     

Owner occupied

    1,091     1,091         406     78     78  

Non-owner occupied

    612     612         642          

Construction real estate

                1          

Other

                6          

Residential real estate

    71     71         75          

Installment and personal

    28     5                  

With an allowance recorded:

   
 
   
 
   
 
   
 
   
 
   
 
 

Commercial

    2,020     1,916     528     496     109     109  

Commercial real estate

                                     

Owner occupied

    82     12     7     3          

Non-owner occupied

                    4     4  

Construction real estate

    614     614     592     622     29     29  

Other

                         

Residential real estate

    63     63     36     64     3     3  

Installment and personal

                         

Total

  $ 5,067   $ 4,870   $ 1,163   $ 2,867   $ 231   $ 231  

F-28


Table of Contents


ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 4. Loans (Continued)


 
  2015  
 
  Unpaid
Principal
Balance
  Recorded
Investment
  Allowance for
Loan Losses
Allocated
  Average
Recorded
Investment
  Interest
Income
Recognized
  Cash Basis
Interest
Income
Recognized
 
 
  (in thousands)
 

With no related allowance recorded:

                                     

Commercial

  $ 1,186   $ 633   $   $ 588   $ 8   $ 8  

Agricultural

    35     35         31     1     1  

Commercial real estate:

                                     

Owner occupied

    299     207         182          

Non-owner occupied

    951     690         755          

Construction real estate

    276     7         1,053          

Residential real estate

    217     133         29          

Installment and personal

                137          

With an allowance recorded:

   
 
   
 
   
 
   
 
   
 
   
 
 

Commercial

    41     39     6     275     2     2  

Commercial real estate

                                     

Owner occupied

                423          

Non-owner occupied

                4          

Construction real estate

    632     632     609     639     30     30  

Residential real estate

    67     67     38     286          

Installment and personal

                33          

Total

  $ 3,704   $ 2,443   $ 653   $ 4,435   $ 41   $ 41  

F-29


Table of Contents


ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 4. Loans (Continued)

        The following table provides additional detail of the activity in the allowance for loan losses, by portfolio segment, for the year ended December 31:

 
  2016  
 
  Commercial   Agricultural   Commercial
Real Estate
  Residential
Real Estate
  Installment
and Personal
  Total  
 
  (in thousands)
 

Allowance for loan losses:

                                     

Balance, beginning of year

 
$

2,297
 
$

41
 
$

5,464
 
$

941
 
$

1,313
 
$

10,056
 

Provision for loan losses

    363     33     55     (347 )   346     450  

Loans charged off

    (80 )       (236 )   (7 )   (784 )   (1,107 )

Recoveries

    38         175     97     147     457  

Balance, end of year

  $ 2,618   $ 74   $ 5,458   $ 684   $ 1,022   $ 9,856  

Allowance allocated to loans:

                                     

Individually evaluated for impairment

 
$

528
 
$

 
$

599
 
$

36
 
$

 
$

1,163
 

Collectively evaluated for impairment

    2,090     74     4,859     648     1,022     8,693  

Total

  $ 2,618   $ 74   $ 5,458   $ 684   $ 1,022   $ 9,856  

Loans:

                                     

Individually evaluated for impairment

 
$

2,402
 
$

 
$

2,329
 
$

134
 
$

5
 
$

4,870
 

Collectively evaluated for impairment

    190,930     16,628     363,491     102,075     123,116     796,240  

Total

  $ 193,332   $ 16,628   $ 365,820   $ 102,209   $ 123,121   $ 801,110  

F-30


Table of Contents


ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 4. Loans (Continued)

        The following table provides additional detail of the activity in the allowance for loan losses, by portfolio segment, for the year ended December 31:

 
  2015  
 
  Commercial   Agricultural   Commercial
Real Estate
  Residential
Real Estate
  Installment
and Personal
  Total  
 
  (in thousands)
 

Allowance for loan losses:

                                     

Balance, beginning of year

 
$

2,214
 
$

16
 
$

5,521
 
$

1,261
 
$

1,452
 
$

10,464
 

Provision for loan losses

    315     25     (131 )   (402 )   293     100  

Loans charged off

    (274 )       (55 )   (132 )   (610 )   (1,071 )

Recoveries

    42         129     214     178     563  

Balance, end of year

  $ 2,297   $ 41   $ 5,464   $ 941   $ 1,313   $ 10,056  

Allowance allocated to loans:

                                     

Individually evaluated for impairment

 
$

6
 
$

 
$

609
 
$

38
 
$

 
$

653
 

Collectively evaluated for impairment

    2,291     41     4,855     903     1,313     9,403  

Total

  $ 2,297   $ 41   $ 5,464   $ 941   $ 1,313   $ 10,056  

Loans:

                                     

Individually evaluated for impairment

 
$

672
 
$

35
 
$

1,536
 
$

200
 
$

 
$

2,443
 

Collectively evaluated for impairment

    181,454     17,257     328,058     82,499     116,470     725,738  

Total

  $ 182,126   $ 17,292   $ 329,594   $ 82,699   $ 116,470   $ 728,181  

        The following tables present loans that were modified as troubled debt restructurings during the years ended December 31:

 
   
  2016  
 
  Number of
Contracts
  Pre-
Modification
Outstanding
Recorded
Investment
  Post-
Modification
Outstanding
Recorded
Investment
  Charge-offs   Specific
Reserves
 
 
   
  (in thousands, except number of contracts)
 

Commercial

    1   $ 1,724   $ 1,724   $   $ 410  

Total

    1   $ 1,724   $ 1,724   $   $ 410  

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Table of Contents


ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 4. Loans (Continued)

 
   
  2015  
 
  Number of
Contracts
  Pre-
Modification
Outstanding
Recorded
Investment
  Post-
Modification
Outstanding
Recorded
Investment
  Charge-offs   Specific
Reserves
 
 
   
  (in thousands, except number of contracts)
 

Residential real estate

    1   $ 272   $ 67   $ 12   $ 38  

Total

    1   $ 272   $ 67   $ 12   $ 38  

        Included in impaired loans are certain loans that have been modified because of deterioration in the financial condition of the borrower. These loans are accounted for as troubled debt restructurings and totaled $3.3 million and $1.8 million as of December 31, 2016 and 2015, respectively. Troubled debt restructurings accruing interest totaled $2.5 million and $759,000 as of December 31, 2016 and 2015.

        In its estimate of the allowance for loan losses, management considers the probability of troubled debt restructurings re-default and its impact on expected cash flows. There were no troubled debt restructurings entered into during 2016 or 2015 that subsequently defaulted before within 12 months of their modification date.

Note 5. Other Real Estate Owned

        Details related to the activity in the other real estate owned ("OREO") portfolio, net of valuation reserve, for the periods ended December 31 are presented in the following table:

 
  2016   2015  
 
  (in thousands)
 

Beginning balance

  $ 1,130   $ 2,195  

Loans transferred to real estate owned

    219     362  

Land transferred to real estate owned

        131  

Direct write-downs

    (9 )   (80 )

Sale of real estate owned

    (433 )   (1,478 )

Write-down charge to valuation reserve

    (159 )    

End of Year

  $ 748   $ 1,130  

        The balance of OREO included $139,000 and $424,000 of foreclosed residential real estate properties recorded as a result of obtaining physical possession of the property as of December 31, 2016 and 2015 respectively. As of December 31, 2016 and 2015, there were no consumer mortgage loans secured by residential real estate properties for which formal foreclosure is in process.

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Table of Contents


ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 5. Other Real Estate Owned (Continued)

        Activity in the valuation allowance was as follows for the periods ended December 31:

 
  2016   2015  
 
  (in thousands)
 

Beginning balance

  $ 6   $ 12  

Reductions from sales of real estate owned

    (115 )   (86 )

Direct write-downs

    159     80  

End of Year

  $ 50   $ 6  

        Expenses related to OREO, net of lease revenue, if any, for the periods ended December 31 includes:

 
  2016   2015  
 
  (in thousands)
 

Net loss (gain) on sales

  $ (44 ) $ (269 )

Provision for unrealized losses

    159     80  

Operating expenses, net of rental income

    41     (27 )

OREO expense, net

  $ 156   $ (216 )

Note 6. Loan Servicing

        Mortgage loans serviced for others are not reported as assets. The principal balances of these loans as of December 31 are as follows:

 
  2016   2015  
 
  (in thousands)
 

FNMA

  $ 708,279   $ 695,003  

FHLMC

    845     1,039  

FHLB

    28,191     9,325  

Unpaid principal balance of mortgage loans serviced for others

  $ 737,315   $ 705,367  

        Custodial escrow accounts maintained in connection with serviced loans were $8.6 million and $8.1 million as of December 31, 2016 and 2015, respectively.

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Table of Contents


ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 6. Loan Servicing (Continued)

        Activity for loan servicing rights and the related valuation are as follows for the periods as of December 31:

 
  2016   2015  
 
  (in thousands)
 

Loan servicing rights

             

Beginning of year

  $ 5,227   $ 4,840  

Additions

    1,353     830  

Disposals

    (509 )   (441 )

Other changes in fair value

    (300 )   (2 )

End of year

  $ 5,771   $ 5,227  

        Fair value at December 31, 2016 was determined using discount rates ranging from 9.95% to 25.04% and prepayment speeds ranging from 4.6% to 22.3%, depending on the specific stratification of the specific right. Fair value at December 31, 2015 was determined using discount rates ranging from 10.0% to 15.9% and prepayment speeds ranging from 5.6% to 31.9%, depending on the specific stratification of the specific right.

Note 7. Derivative Financial Instruments

        The Company enters into contracts that meet the definition of derivative financial instruments in accordance with ASC 815-Derivatives and Hedging. Derivatives are used as part of a risk management strategy to address exposure to changes in interest rate inherent in the Company's origination and sale of certain residential mortgages into the secondary market. These derivative contracts used for risk management purposes include: (1) interest rate lock commitments provided to customers to fund mortgages intended to be sold; and (2) forward sale contracts for the future delivery of funded residential mortgages.

        Forward sale contracts are entered into when interest rate lock commitments are granted to customers in an effort to economically hedge the effect of future changes in interest rates on the commitments to fund mortgage loans intended to be sold ("the pipeline"), as well as on the portfolio of funded mortgages not yet sold (the "warehouse"). For accounting purposes, these derivatives are not designated as being in a hedging relationship. The contracts are carried at fair value on the Consolidated Balance Sheets, with changes in fair values recorded in the Consolidated Statements of Operations.

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Table of Contents


ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 7. Derivative Financial Instruments (Continued)

        Derivative financial instruments, as of December 31, are summarized as follows:

 
   
  2016   2015  
 
  Balance Sheet
Location
  Notional
Amount
  Estimated
Fair Value
  Notional
Amount
  Estimated
Fair Value
 
 
   
   
  (in thousands)
   
 

Derivative Assets:

                             

Interest rate lock commitments

  Other assets   $ 9,428   $ 152   $ 5,201   $ 24  

Forward contracts to sell mortgage loans          

  Other assets     11,500     132     6,950     36  

Total included in other assets

            $ 284         $ 60  

Derivative Liabilities:

                             

Interest rate lock commitments

  Other liabilities   $ 783   $ 12   $ 2,490   $ 10  

Forward contracts to sell mortgage loans          

  Other liabilities     7,020     32     6,400     36  

Total included in other liabilities

            $ 44         $ 46  

        Net derivative gains (losses) included in the consolidated statements of operations, in net gain on sale of loans, related to derivative financial instruments are summarized as follows:

 
  2016   2015  
 
  (in thousands)
 

Interest rate lock commitments

  $ 126   $ 13  

Forward contracts to sell mortgage loans

    100     16  

Total

  $ 226   $ 29  

Note 8. Premises and Equipment

        A summary of premises and equipment as of December 31 follows:

 
  2016   2015  
 
  (in thousands)
 

Land and land improvements

  $ 5,837   $ 5,743  

Buildings

    20,704     18,234  

Furniture, fixtures and equipment

    8,221     7,172  

Construction-in-progress

    24     161  

Leasehold improvements

    2,398     2,392  

    37,183     33,702  

Less accumulated depreciation

    (15,674 )   (13,951 )

  $ 21,509   $ 19,751  

Depreciation expense

  $ 1,859   $ 1,780  

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Table of Contents


ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 8. Premises and Equipment (Continued)

        During 2016, the Company received a contribution of land from the City of Rockford with a value of $88,000 for the construction of a new branch facility. This contribution was recorded as additional paid in capital on the company's balance sheet.

        The Bank leases a facility in Rockford under a lease agreement dated January 1, 1998, from a land trust controlled by a related party. The lease requires minimum annual rental amounts, plus a prorated share of any increase in taxes and expenses for the building. The lease expires December 31, 2019, and contains a provision for two consecutive five-year renewal options.

        The total minimum rental commitment at December 31, 2016, for the related party lease is $1.3 million, which is due during the next three years ending December 31, 2019. The projected annual commitment for each of the years remaining under the lease is $438 thousand per year.

        The total net rental expense included in the Consolidated Statements of Operations for the related party lease is $522,000 and $ 525,000 for 2016 and 2015, respectively.

        The Bank leases several banking facilities from non-related parties. Lease terms generally are for five-year periods, with varying options for two to five year renewals.

        The total minimum rental commitment at December 31, 2016, for leases from non-related parties is as follows:

Year Ending December 31,
  Amount of
Future Minimum
Payments
 
 
  (in thousands)
 

2017

  $ 273  

2018

    246  

2019

    165  

2020

    18  

2021

     

  $ 702  

        The total rental expense included in the Consolidated Statements of Operations for leases from non-related parties is $ 265,000 and $ 267,000 for the year ended December 31, 2016 and 2015, respectively.

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Table of Contents


ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 9. Deposits

        The aggregate amounts of time deposits (including certificates of deposit) in denominations that meet or exceed the FDIC insurance limit of $250,000 were $25.8 million and $37.7 million as of December 31, 2016 and 2015, respectively.

        At December 31, 2016, the scheduled maturities of certificates of deposit are as follows:

 
  Amount  
 
  (in thousands)
 

Matures During Year Ending December 31:

       

2017

  $ 109,029  

2018

    35,243  

2019

    29,296  

2020

    25,266  

2021

    13,805  

thereafter

    7,397  

Total certificates of deposit

  $ 220,036  

        The Company had brokered deposits of $24.6 million and $24.4 million as of December 31, 2016 and 2015, respectively.

Note 10. Borrowed Funds

        The Bank's borrowings at the Federal Home Loan Bank (FHLB) requires that the Bank be a member and invest in the stock of the FHLB. As of December 31, 2016, total borrowings are generally limited to the lower of 35% of total assets or the combination of 77% of the book value of certain mortgage loans and 56% of the book value of certain loans secured by other non-farm/non-residential commercial real estate properties. As of December 31, 2016, the Bank had advances totaling $20.7 million, which were fully collateralized by the loans pledged. At the same time, the Bank had excess collateral of $94.1 million available to secure future borrowings as compared to $60.4 million at December 31, 2015. The FHLB provides both fixed and floating rate advances as well as letter of credits issued on behalf of bank customers. The Bank had no letters of credit outstanding at December 31, 2016 and $1.5 million in letters of credit outstanding at December 31, 2015.

        Pursuant to collateral agreements with FHLB, advances were collateralized by qualifying first mortgage loans totaling approximately $63.9 million and $58.2 million at December 31, 2016 and 2015 respectively. In addition, FHLB advances were further collateralized by loans secured by other non-farm/non-residential commercial real estate properties of $85.0 and $45.4 million at December 31, 2016 and 2015 respectively.

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Table of Contents


ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 10. Borrowed Funds (Continued)

        Federal Home Loan Bank advances outstanding as of December 31, 2016:

Description
  Maturity   Balance   Interest
Rate
 
 
  (in thousands)
 

Fixed Rate Term

    10/05/17   $ 1,500     1.02 %

Fixed Rate Term

    10/07/19     1,400     1.53 %

Fixed Rate Term

    05/15/20     3,000     2.59 %

Fixed Rate Term

    08/29/22     2,400     3.46 %

Level Payment Amortizer

    02/21/23     12,381     2.12 %

        $ 20,681        

        Principal payments on the Level Payment Amortizer advance are as follows:

 
  Amount of  
 
  (in thousands)
 

Principal Payment During Year Ending December 31:

       

2017

  $ 757  

2018

    774  

2019

    790  

2020

    807  

2021

    824  

thereafter

    8,429  

Total Level Payment Amortizer

  $ 12,381  

        Federal Home Loan Bank advances outstanding as of December 31, 2015:

Description
  Maturity   Balance   Interest
Rate
 
 
  (in thousands)
 

Fixed Rate Term

    10/05/17   $ 1,500     1.02 %

Fixed Rate Term

    10/07/19     1,400     1.53 %

Fixed Rate Term

    08/29/22     2,400     3.46 %

        $ 5,300        

        In addition to the above borrowing activity, the Bank participates in FHLB Community Investment Programs including the Competitive Affordable Housing Program ("AHP"), which assists qualified borrowers with obtaining funding for housing related projects. While the borrower retains primary responsibility for administering the funds advanced under such programs, the Bank agrees to sponsor the borrower and provide program oversight for such funds. That off-balance sheet commitment activity is discussed in Note 13 to these consolidated financial statements.

        The Bank participates in the Federal Reserve Bank's Discount Window Borrower-In-Custody Program. Under this Program, the Bank can borrow from the Federal Reserve based on the value of eligible loans and securities. As of December 31, 2016 and 2015, the Bank's availability under this

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 10. Borrowed Funds (Continued)

Program was $60.8 million and $53.8 million, respectively. There were no outstanding borrowings at December 31, 2016 and 2015.

        The Company has a $10.0 million revolving line of credit, originating in 2014, with no balance outstanding as of December 31, 2016; interest on advances accrues at LIBOR plus 250 basis points. There was a $150,000 balance outstanding as of December 31, 2015. The revolving line of credit matures on May 14, 2017. Prepayments can be made on the note without penalty. Advances on the line of credit are secured by all of the shares of capital stock of the Bank. The loan agreement contains certain restrictive covenants.

Note 11. Benefit Plans

        The Company has a profit-sharing plan covering substantially all employees. Participants are not required to contribute, but may make voluntary contributions up to legal limits. The Company is required to match each participant's contribution up to 3% of the participant's compensation. The plan provides for discretionary contributions to be determined annually by the Board of Directors. Total discretionary and matching contributions charged to expense, net of forfeitures, were $1.2 million and $1.1 million for the years ended December 31, 2016 and 2015, respectively.

        The Company maintains a voluntary Nonqualified Deferred Compensation Plan (Plan) for all directors and certain executive officers of the Company. The Plan allows directors to defer some or all of their compensation. The Company may also elect to make additional discretionary contributions to the Plan. Compensation is deferred into various investment account types at the direction of the director or executive officer. As of December 31, 2016 and 2015, the Company had accrued $1.9 million and $1.7 million, respectively, in deferred director and officer compensation.

        The Bank has purchased life insurance contracts for certain employees. The Bank is the owner and co-beneficiary of the life insurance policies, which provide an aggregate death benefit of approximately $62.0 million and $62.0 million at December 31, 2016 and 2015, respectively. The liability for the co-beneficiaries is $275,000 and $254,000 at December 31, 2016 and 2015, respectively, and the related expense for the years then ended was $21,000 and $78,000, respectively. These policies have cash surrender values of $21.9 million and $21.2 million at December 31, 2016 and 2015, respectively.

Note 12. Long-Term Incentive Plan

        The 2015 Alpine Bancorporation, Inc., Restricted Stock Plan ("Incentive Plan") was approved by the duly authorized Compensation Committee of the Company's Board of Directors in November 2015 subject to shareholder consent, which was subsequently received in December 2015. The Incentive Plan authorizes the issuance of up to 450,000 shares of the Company's stock and includes the granting of restricted stock units ("RSU") and restricted stock. Stock based awards may be granted to selected directors and officers or employees at the discretion of the Compensation Committee of the Board of Directors, which also has discretionary authority to change some terms. The terms of an award require achievement of certain performance targets including metrics for minimum performance thresholds for an award to be earned. The performance period is generally three years from the date of award, but allows up to an additional ten-week calculation period to finalize the earned award amount. These awards have no voting or dividend rights and are subject to forfeiture until certain restrictions have

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 12. Long-Term Incentive Plan (Continued)

lapsed including the employment period. Awards granted under the Incentive Plan become fully vested upon a merger or change in control of the Company.

        The remaining awards issuable under the plan were 364,706 as of December 31, 2016. On December 16, 2016, the Compensation Committee of the Board authorized an additional 42,044 Restricted Share Unit Awards at a fair value of $16.25 per share, or $683,215, and an award effective date of January 1, 2017. The vesting period commenced on the same date. The number of Restricted Share Units awarded January 1, 2016 and still outstanding is 43,250. The fair value of the restricted stock units is amortized to compensation and benefits over the vesting period. The expense for the Restricted Stock Plan for the year ended December 31, 2016 was $260,000.

Note 13. Off-Balance-Sheet Risk, Commitments, and Contingent Liabilities

        To meet the financing needs of its customers, the Bank, as a subsidiary of the Company, is a party to various financial instruments with off-balance-sheet risk in the normal course of business. These off-balance-sheet financial instruments include commitments to originate and sell loans as well as financial standby, performance standby and commercial letters of credit. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheet. The Bank's exposure to credit loss for loan commitments and letters of credit is represented by the dollar amount of those instruments. Commitments may expire without being used. Management generally uses the same credit policies and collateral requirements in making commitments and conditional obligations as for on-balance-sheet instruments.

        Exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of these instruments. The Bank uses the same credit policies in making commitments and conditional obligations as for on-balance-sheet instruments.

        Standby and performance letters of credit are considered financial guarantees in accordance with generally accepted accounting principles. These letters of credit are typically issued for a period of one year, but can be extended depending on customer needs. As of December 31, 2016, the maximum remaining term for any outstanding letters of credit was approximately 2 years, expiring on December 30, 2018.

        Financial instruments outstanding whose contract amounts represent off-balance-sheet credit risk are as follows:

 
  December 31,  
 
  2016   2015  
 
  (in thousands)
 

Commitments to extend credit

  $ 62,119   $ 38,136  

Unfunded lines of credit

    202,755     187,706  

Standby letters of credit

    1,028     4,721  

Performance letters of credit

    2,040     1,815  

Less commitments to sell participations

    (10,635 )   (11,749 )

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 13. Off-Balance-Sheet Risk, Commitments, and Contingent Liabilities (Continued)

        Included in the amounts in the above table are commitments to extend credit and standby letters of credit to directors, officers, and principal shareholders of the Company and the Bank. A summary of commitments and letters of credits to insiders is as follows:

 
  December 31,  
 
  2016   2015  
 
  (in thousands)
 

Unfunded lines of credit

  $ 12,507   $ 12,578  

Performance letters of credit

    215     215  

        Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on management's credit evaluation of the party. Collateral held varies, but may include accounts receivable, crops, livestock, inventory, property and equipment, residential real estate, and income-producing commercial properties.

        Unfunded lines of credit are agreements to lend to a customer as long as there is no violation of any conditions established in the contract and may be drawn upon a borrowers' discretion.

        Standby and performance letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral held varies as specified above and is required in instances which management deems necessary. In the event the customer does not perform in accordance with the terms of the agreement with the third party, the Company would be required to fund the commitment. The maximum potential amount of future payments the Company would be required to make is represented by the contractual amounts shown in the summary above. If the commitment were funded, the Company would be entitled to seek recovery from the customer.

Unfunded Commitment and Repurchase Loan Reserves

        In addition to the allowance for loan losses reflected on the Consolidated Balance Sheets, management estimated a reserve for off balance sheet liabilities related to unfunded loan commitments at December 31, 2016. The Bank also has a separate reserve for the estimated liability to repurchase previously sold loans. The reserve for unfunded loan related commitments includes unfunded commitments to lend as well as commercial, performance, and standby letters of credit. Both of these

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 13. Off-Balance-Sheet Risk, Commitments, and Contingent Liabilities (Continued)

reserves are classified in other liabilities on the Consolidated Balance Sheets. The respective balance of each of these reserves for the periods ending December 31 is as follows:

 
  2016   2015  
 
  (in thousands)
 

Reserve for unfunded commitments

             

Beginning balance

  $ 45   $  

Provision for unfunded commitments

    20     45  

Ending reserve for unfunded commitments

  $ 65   $ 45  

 

 
  2016   2015  
 
  (in thousands)
 

Reserve for repurchased loans

             

Beginning balance

  $ 271   $ 249  

Charge-off

    (81 )   (189 )

Recovery

    10     86  

Provision for repurchased loans

    95     125  

Ending reserve for repurchased loans

  $ 295   $ 271  

        The amount of the allowance for unfunded loan commitments is determined using a reserve rate estimate that applies to each associated category multiplied by the unfunded commitment amount. The reserve also covers potential loss on commercial, performance, and standby letters of credit outstanding for which the Bank may be unable to recover the amount outstanding.

        Loans intended to be sold are originated in accordance with specific criteria established by the investor agencies—these are known as "conforming loans". During the sale of these loans, certain representations and warranties are made that the loans conform to these previously established underwriting standards. In event that any of these representations and warranties or standards are found to be out of compliance, the Company may be responsible for repurchasing the loan at the unpaid principal balance or indemnifying the buyer against loss related to those loans. The estimated amount of the reserve for repurchased loans is determined by a review of investor requests regarding reimbursement and the probability of future payment.

        As disclosed in Note 10 to these consolidated financial statements, the Bank is a member of the Federal Home Loan Bank of Chicago. As such, the Bank participates in FHLB Community Investment Programs including the Competitive Affordable Housing Program ("AHP"), which assists borrowers with obtaining funding for qualified housing related projects. While the borrower retains primary responsibility for administering the funds advanced under this program, the member Bank agrees to act as sponsor and provide program oversight for those funds. As of December 31, 2016, the approved and disbursed amounts under the AHP program were $1.6 million and $1.3 million, respectively, as compared to $1.6 million and $240,000 approved and disbursed, respectively, at December 31, 2015.

        The Company offers a deposit product, secured by investment in a third-party mutual fund that is not recorded in the balance sheet. Deposits and withdrawals are swept daily to and from the fund. The Company has no direct claim to the fund investments. Off-balance-sheet mutual fund deposits totaled $12.9 million and $17.7 million for years ended December 31, 2016 and 2015, respectively.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 13. Off-Balance-Sheet Risk, Commitments, and Contingent Liabilities (Continued)

        Loss Contingencies:    Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are such matters that will have a material effect on the financial statements.

Note 14. Fair Value Measurement

        Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Generally accepted accounting principles establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that maybe used to measure fair value:

        Any transfers between levels are deemed to have occurred at the end of the reporting period. For the years ended December 31, 2016, and 2015 there were no significant transfers between levels. A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

        Securities:    Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would include highly liquid government bonds and exchange traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flow. Level 2 securities would include U.S. agency securities, mortgage–backed agency securities, obligations of states and political subdivisions and certain corporate, asset backed and other securities. For securities where quoted prices or market prices are not available, Level 3 is utilized. Level 3 fair values are calculated by management on a quarterly basis using discounted cash flows. These discounted cash flow calculations incorporate loss severities, volatility, credit spreads, defaults, deferrals and illiquidity.

        Derivatives:    Derivatives instruments such as interest rate lock commitments and forward contracts are valued by means of pricing models based on readily observable market parameters such as interest rate yield curves and option pricing volatilities (Level 2).

        Loans held-for-sale:    Loans held—for-sale are carried at fair value, in accordance with The Fair Value Option for Financial Assets and Financial Liabilities. The fair value of loans held-for-sale is determined using quoted market prices for similar assets (Level 2).

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 14. Fair Value Measurement (Continued)

        Mortgage servicing rights:    Mortgage servicing rights do not trade in an active market with readily observable prices. Accordingly, the Bank determines the fair value of mortgage servicing rights by estimating the present value of the future cash flows associated with the loans being serviced. Key economic assumptions used in measuring the fair value of mortgage servicing rights include prepayment speeds and discount rates. While market-based data is used to determine the input assumptions, the Bank incorporates its own estimates of assumptions market participants would use in determining fair value of mortgage servicing rights (Level 3).

        Impaired loans:    The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan losses is established. The specific reserves for collateral dependent impaired loans are generally based on the fair value of the collateral less estimated costs to sell. For loans collateralized by real estate, the fair value of collateral was determined based on appraisals, net estimated costs to sell.

        Appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non real estate collateral may be valued using an appraisal, book values, or aging reports adjusted or discounted based on management's historical knowledge, changes in market conditions from the time of the valuation, and managements expertise and knowledge of the client and client's business, resulting in Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

        Other Real Estate Owned:    Nonrecurring adjustments to certain commercial and residential real estate properties classified as other real estate owned are measured at the lower of carrying amount or fair value, less costs to sell. Fair values are generally based on third party appraisals of the property. Appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Other real estate owned properties are evaluated on a quarterly basis for additional impairment and adjusted accordingly. In cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 14. Fair Value Measurement (Continued)

        The following tables provide the hierarchy and fair value for each major category of assets and liabilities measured at fair value at December 31, 2016:

        Assets and Liabilities measured at fair value on a recurring basis

 
  Fair Value Measurement Using  
 
  Level 1   Level 2   Level 3   Total  
 
  (in thousands)
 

Assets:

                         

Securities available-for-sale:

                         

U.S. Government and federal agency

  $ 20,727   $ 85,644   $   $ 106,371  

State and municipal bond

        105,607         105,607  

Residential mortgage backed securities

        120,908         120,908  

Corporate Bonds

        515         515  

CD investments

                 

Marketable equity securities

    7,811             7,811  

Loan held for sale, at fair value

        13,568         13,568  

Mortgage servicing rights

            5,771     5,771  

Derivatives

        284         284  

Liabilities:

   
 
   
 
   
 
   
 
 

Derivatives

  $   $ 44   $   $ 44  

        Assets and Liabilities measured at fair value on a non-recurring basis

 
  Fair Value Measurement Using  
 
  Level 1   Level 2   Level 3   Total  
 
  (in thousands)
 

Assets:

                         

Collateral dependent impaired loans, net of specific reserves

  $   $   $ 1,442   $ 1,442  

Other Real Estate Owned

            748     748  

        Loans with the carrying amount of $2.6 million were considered impaired and were written down to their estimated fair value of $1.4 million by recognizing a specific valuation allowance of $1.2 million. There was $17,000 of impaired loans on which a charge-off had been recorded and a reserve existed at December 31, 2016, which is included in the allowance for loan losses.

        Other Real Estate Owned, which is measured at the lower of carrying value or fair value less costs to sell, were carried at their fair value of $748,000.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 14. Fair Value Measurement (Continued)

        The following is a reconciliation of assets measured as fair value on a recurring basis using significant unobservable inputs (level 3):

 
  Year Ended
December 31,
 
 
  2016   2015  

Mortgage Servicing Rights

             

Beginning balance

  $ 5,227   $ 4,840  

Total gains or losses included in earnings

    (300 )   (2 )

Issuances

    844     389  

Ending Balance

  $ 5,771   $ 5,227  

        The following table presents quantitative information about level 3 fair value measurements for financial instruments measured at fair value at December 31, 2016:

 
  Fair Value   Valuation
Technique
  Unobservable
Input
 
  (in thousands)
   
   

Mortgage servicing rights

  $ 5,771   Discounted cash flows. As discussed in Note 6 to these consolidated financial statements.   Prepayment rates. As discussed in Note 6 to these consolidated financial statements.

Collateral dependent impaired loans, net of specific reserves

  $ 1,442   Sales comparison approach   Appraised values

Other real estate owned

  $ 748   Sales comparison approach   Appraised values

        As detailed in Note 4 to these consolidated financial statements, the Bank reduced the appraised values by selling and holding costs, which were estimated at 10% for the period ended December 31, 2016 and December 31, 2015.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 14. Fair Value Measurement (Continued)

        The following tables provide the hierarchy and fair value for each major category of assets and liabilities measured at fair value at December 31, 2015:

        Assets and Liabilities measured at fair value on a recurring basis

 
  Fair Value Measurement Using  
 
  Level 1   Level 2   Level 3   Total  
 
  (in thousands)
 

Assets:

                         

Securities available-for-sale:

                         

U.S. Government and federal agency

  $ 42,580   $ 115,728   $   $ 158,308  

State and municipal bond

        96,007         96,007  

Residential mortgage backed securities

        100,652         100,652  

Corporate Bonds

        1,039         1,039  

CD investments

        250         250  

Marketable equity securities

    7,747             7,747  

Loan held for sale, at fair value

        8,763         8,763  

Mortgage servicing rights

            5,227     5,227  

Derivatives

        60         60  

Liabilities:

   
 
   
 
   
 
   
 
 

Derivatives

  $   $ 46   $   $ 46  

        Assets and Liabilities measured at fair value on a non-recurring basis

 
  Fair Value Measurement Using  
 
  Level 1   Level 2   Level 3   Total  
 
  (in thousands)
 

Assets:

                         

Collateral dependent impaired loans, net of specific reserves

  $   $   $ 85   $ 85  

Other Real Estate Owned

            1,130     1,130  

        Loans with a carrying value of $738,000 were considered impaired and were written down to their estimated fair value of $85,000 by recognizing a specific valuation of $653,000 at December 31, 2015,., which is included in the allowance for loan losses.

        Other Real Estate Owned, which is measured at the lower of carrying value or fair value less costs to sell, were carried at their fair value of $1.1 million.

Note 15. Fair Value of Financial Instruments

        The FASB specifies the disclosure of the estimated fair value of financial instruments. The Company's estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to develop the estimates of fair value. Accordingly, the estimates are not necessarily indicative of the amounts the Company could have realized in a current market exchange. The use of different market

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 15. Fair Value of Financial Instruments (Continued)

assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

        Fair value estimates are subjective in nature, involve uncertainties and matters of significant judgment, and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

        The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

        Cash and cash equivalents:    For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

        Securities:    See Note 14—Fair Value Measurement in the notes to these consolidated financial statements for additional discussion.

        Non-marketable equity securities:    No ready market exists for the equity securities, as they have no quoted market value. The carrying amount of non-marketable equity securities approximates their fair value.

        Loans, net:    The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings for the same remaining maturities.

        Loans held-for-sale:    See Note 14—Fair Value Measurement in the notes to these consolidated financial statements for additional discussion.

        Banked-owned life insurance:    The carrying amount of the cash surrender value of life insurance approximates its fair value as the carrying value represents the current settlement amount.

        Deposits:    The fair value of demand deposits, savings accounts and certain money market deposits is the amount payable at the reporting date. The fair value of time deposits is estimated using discounted future cash flows as current rates offered for deposits of similar remaining maturities.

        FHLB advances:    The fair value of FHLB advances was estimated considering current interest rates for similar advances plus any estimated prepayment penalties.

        Accrued interest:    The carrying amounts of accrued interest approximate fair value.

        Off-balance-sheet financial instruments:    No estimated fair value is attributable to unused lines of credit and letters of credit. Fair Value Measurement of derivative financial instruments related to mortgage loan origination is discussed in Note 7—Derivative Financial Instruments in the notes to these consolidated financial statements.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 15. Fair Value of Financial Instruments (Continued)

        The estimated fair values of the Company's financial instruments as of December 31 are as follows:

 
  December 31, 2016  
 
  Carrying
Value
  Fair Value   Level 1   Level 2   Level 3  
 
  (in thousands)
 

Financial Assets:

                               

Cash and cash equivalents

  $ 31,741   $ 31,741   $ 31,741   $   $  

Securities available-for-sale

    341,212     341,212     28,538     312,674      

Securities held-to-maturity

    5,495     5,518           5,518        

Non-marketable equity securities

    3,759     3,759         3,759      

Bank-owned life insurance (BOLI)

    21,867     21,867           21,867        

Loans held-for-sale, at fair value

    13,568     13,568         13,568      

Loans, net

    791,254     785,845             785,845  

Accrued interest receivable

    4,804     4,804     4,804          

Financial Liabilities:

   
 
   
 
   
 
   
 
   
 
 

Non-interest bearing deposits          

  $ 325,829   $ 325,829   $ 325,829   $   $  

Interest bearing deposits

    783,617     774,925     563,585         211,340  

FHLB Advances

    20,681     20,922         20,922      

Accrued interest payable

    654     654     654          
 
  December 31, 2015  
 
  Carrying
Value
  Fair Value   Level 1   Level 2   Level 3  
 
  (in thousands)
 

Financial Assets:

                               

Cash and cash equivalents

  $ 47,891   $ 47,891   $ 47,891   $   $  

Securities available-for-sale

    364,012     364,012     50,336     313,676      

Securities held-to-maturity

    5,000     4,988           4,988        

Non-marketable equity securities

    3,759     3,759         3,759      

Bank-owned life insurance (BOLI)

    21,215     21,215           21,215        

Loans held-for-sale, at fair value

    8,763     8,763         8,763      

Loans, net

    718,125     717,307             717,307  

Accrued interest receivable

    4,830     4,830     4,830          

Financial Liabilities:

   
 
   
 
   
 
   
 
   
 
 

Non-interest bearing deposits          

  $ 289,919   $ 289,919   $ 289,919   $   $  

Interest bearing deposits

    793,203     794,981     541,313         253,668  

FHLB Advances

    5,300     5,490         5,490      

Other borrowings

    150     150         150      

Accrued interest payable

    746     746     746          

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 16. Regulatory Matters

        Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve qualitative measures of assets, liabilities and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgement by regulators. Failure to meet capital requirements can initiate regulatory action. The final rules implementing Basel Committee on Banking Supervision's capital guidelines for U.S. Banks (Basel III rules) became effective for the Company on January 1, 2015 with full compliance with all of the requirements being phased in over a multi-year schedule and fully phased in by January 1, 2019. The net unrealized gain or loss on available-for-sale securities is not included in computing regulatory capital. Management believes as of December 31, 2016, the Company and Bank meet all capital adequacy requirements to which they are subject.

        Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these items are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as to asset growth and expansion, and capital restoration plans are required. At December 31, 2016 and 2015, the Bank is considered as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution's category.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 16. Regulatory Matters (Continued)

        The actual capital amounts and ratios for the Company and Bank as of December 31 are presented in the following table:

 
  Actual   Minimum
Required for
Capital Adequacy
Purposes
  Minimum
Required to Be
Well Capitalized
Under Prompt
Corrective Action
Requirements
 
 
  Amount   Ratio   Amount   Ratio   Amount   Ratio  
 
  (dollars in thousands)
 

As of December 31, 2016

                                     

Total Capital to risk-weighted assets

                                     

Company

  $ 118,380     12.75 % $ 74,287     8.00 %   NA     NA  

Bank

    117,579     12.67 %   74,255     8.00 %   92,818     10.00 %

Tier 1 (Core) Capital to risk-weighted assets

                                     

Company

  $ 108,391     11.67 % $ 55,715     6.00 %   NA     NA  

Bank

    107,658     11.60 %   55,691     6.00 %   74,255     8.00 %

Common Equity Tier 1 Capital to risk-weighted assets (CET1)

                                     

Company

  $ 108,391     11.67 % $ 41,786     4.50 %   NA     NA  

Bank

    107,658     11.60 %   41,768     4.50 %   60,332     6.50 %

Tier 1 (Core) Capital to average assets (leverage)

                                     

Company

  $ 108,391     8.69 % $ 49,904     4.00 %   NA     NA  

Bank

    107,658     8.63 %   49,891     4.00 %   62,364     5.00 %

As of December 31, 2015

   
 
   
 
   
 
   
 
   
 
   
 
 

Total Capital to risk-weighted assets

                                     

Company

  $ 113,732     13.01 % $ 69,960     8.00 %   NA     NA  

Bank

    113,258     12.96 %   69,911     8.00 %   87,389     10.00 %

Tier 1 (Core) Capital to risk-weighted assets

                                     

Company

  $ 103,587     11.85 % $ 52,470     6.00 %   NA     NA  

Bank

    103,134     11.80 %   52,433     6.00 %   69,911     8.00 %

Common Equity Tier 1 Capital to risk-weighted assets (CET1)

                                     

Company

  $ 103,587     11.85 % $ 39,352     4.50 %   NA     NA  

Bank

    103,134     11.80 %   39,325     4.50 %   56,803     6.50 %

Tier 1 (Core) Capital to average assets (leverage)

                                     

Company

  $ 103,587     8.56 % $ 48,432     4.00 %   NA     NA  

Bank

    103,134     8.52 %   48,411     4.00 %   60,514     5.00 %

        Dividend Restrictions—The Company's principal source of funds for dividend payments is dividends received from the Bank. Banking regulations limit the amount of dividends that may be paid without prior approval of regulatory agencies. Under these regulations, the amount of dividends that may be paid in any calendar year is limited to the current year's profits, combined with the retained profit of the previous two years, subject to the capital requirements described above. Pursuant to the

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 16. Regulatory Matters (Continued)

Basel III rules that came into effect January 1, 2015, the Bank must keep a buffer of 0.625% for 2016, 1.25% for 2017, 1.875% for 2018, and 2.5% for 2019 and thereafter of minimum capital requirements in order to avoid additional limitations on capital distributions.

Note 17. Related-Party Transactions

        Loans to principal officers, directors and their affiliates during 2016 were as follows (in thousands):

Beginning balance

  $ 18,905  

Prinicpal advances

    41,149  

Effect in changes in composition of related parties

     

Repayments

    (40,838 )

Ending balance

  $ 19,216  

        These loans were made substantially in the same terms, including interest rates and collateral as those prevailing at the same time for comparable transactions with other persons and did not involve more than normal risks of collectability. The total of unfunded loan commitments to related parties is detailed in Note 13 to these consolidated financial statements.

        Deposit accounts from principal officers, directors and their affiliates at December 31, 2016 and 2015 totaled $8.9 million and $8.9 million, respectively.

        The Company also leases a facility from a related party as detailed in Note 8 to these consolidated financial statements.

Note 18. Earnings per Share

        Basic earnings per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of shares determined for the basic earnings per common share computation plus any dilutive effects if applicable.

        The factors used in the earnings per share computation follows:

 
  2016   2015  

Net income (in thousands)

  $ 14,440   $ 14,192  

Basic potential common shares:

             

Weighted average common shares outstanding

    8,470,743     8,493,454  

Dilutive potential common shares

         

Dilutive weighted average shares outstanding

    8,470,743     8,493,454  

Basic earnings per share

  $ 1.70   $ 1.67  

Diluted earnings per share

  $ 1.70   $ 1.67  

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 19. Parent Company Only Condensed Financial Information

        Condensed Balance Sheets as of December 31 are as follows:

 
  2016   2015  
 
  (in thousands)
 

Assets

             

Cash and cash equivalents

  $ 583   $ 175  

Investments in subsidiaries

    108,285     109,454  

Other assets

    473     633  

Total assets

  $ 109,341   $ 110,262  

Liabilities

             

Loans Payable

  $   $ 150  

Other liabilities

    171     158  

Total liabilities

    171     308  

Stockholders' Equity

   
 
   
 
 

Total stockholders' equity

    109,170     109,954  

Total liabilities and stockholders' equity

  $ 109,341   $ 110,262  

        Condensed Statements of Operations for the years ended December 31 are as follows:

 
  2016   2015  
 
  (in thousands)
 

Operating income

             

Dividends from subsidiaries

  $ 10,460   $ 10,950  

Other income

    216     333  

    10,676     11,283  

Operating Expenses

   
 
   
 
 

Other interest expense

    1      

Other expenses

    685     466  

    686     466  

Income before income taxes

   
9,990
   
10,817
 

Income tax benefit

    (8 )   (47 )

Income before equity in undistributed net income of subsidiaries

    9,998     10,864  

Equity in undistributed net income of subsidiaries

    4,442     3,328  

Net income available to common stockholders

  $ 14,440   $ 14,192  

Other Comprehensive income

  $ 8,852   $ 13,330  

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2016 and 2015

Note 19. Parent Company Only Condensed Financial Information (Continued)

        Condensed Statements of Cash Flow for the years ended December 31 are as follows:

 
  2016   2015  
 
  (in thousands)
 

Cash flows from operating activities

             

Net income

  $ 14,440   $ 14,192  

Adjustments to reconcile net income to net cash provided by operating activities

             

Increase in equity in undistributed net income of subsidiaries

    (4,442 )   (3,328 )

Change in other assets

    271     (123 )

Change in other liabilities

    13     5  

Net cash provided by operating activities

    10,282     10,746  

Cash flows from financing activities

             

Net change in line of credit

    (150 )   150  

Dividends paid

    (9,724 )   (10,452 )

Purchase of treasury shares

    (546 )   (543 )

Sales of treasury shares

    546     119  

Net cash used in financing activities

    (9,874 )   (10,726 )

Net change in cash and cash equivalents

    408     20  

Cash and cash equivalents at beginning of period

    175     155  

Cash and cash equivalents at end of period

  $ 583   $ 175  

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LOGO

Report of Independent Registered Public Accounting Firm

Board of Directors
Alpine Bancorporation, Inc. and Subsidiaries
Belvidere, Illinois

        We have audited the accompanying consolidated balance sheets of Alpine Bancorporation, Inc. and Subsidiaries (the "Company") as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the years in the two-year period ended December 31, 2015. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audit of the December 31, 2015 financial statement in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our audit for the year ended December 31, 2014 was conducted in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included considerations of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Alpine Bancorporation, Inc. and Subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States.

GRAPHIC

Wipfli LLP

March 8, 2016
Madison, Wisconsin

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Table of Contents


Alpine Bancorporation, Inc. and Subsidiaries

Consolidated Balance Sheets

December 31, 2015 and 2014

(In thousands, except share data)

 
  2015   2014  

Assets

             

Cash and due from banks

  $ 23,950   $ 32,955  

Interest bearing deposits with financial institutions

    23,941        

Cash and cash equivalents

    47,891     50,091  

Securities available-for-sale

    364,003     435,389  

Securities held-to-maturity (fair value $4,988)

    5,000        

Loans held-for-sale, at fair value

    8,763     8,010  

Loans

    728,181     616,236  

Less: allowance for loan losses

    {10,056 }   {10,464 }

Loans, net

    718,125     605,772  

Federal Home Loan Bank Stock, at cost

    2,644     2,644  

Federal Reserve Bank, at cost

    1,115     1,115  

Premises and equipment, net

    19,751     19,917  

Other real estate owned, net

    1,130     2,195  

Mortgage servicing rights, at fair value

    5,227     4,840  

Bank-owned life insurance (BOLi)

    21,215     20,537  

Accrued interest receivable

    4,830     5,037  

Other assets

    8,194     6,281  

Total assets

  $ 1,207,888   $ 1,161,828  

Liabilities

             

Deposits:

             

Non-interest bearing demand

  $ 289,919   $ 251,075  

Interest bearing:

             

Savings, NOW, and money market

    541,313     510,969  

Time

    251,890     276,648  

Total deposits

    1,083,122     1,038,692  

FHLB Advances

    5,300     5,300  

Other borrowings

    150        

Accrued interest payable

    746     956  

Accrued taxes and employee salaries & benefits

    3,421     2,871  

Other liabilities

    5,195     6,509  

Total liabilities

    1,097,934     1,054,328  

Commitments and contingent liabilities (Note 13)

             

Stockholders' Equity

   
 
   
 
 

Common stock, $1.00 par value, 15,000,000 shares authorized; 8,475,000 and 8,505,000 shares issued and outstanding(1)

    8,475     8,505  

Additional paid-in capital

    10,103     10,497  

Retained earnings

    85,009     81,269  

Accumulated other comprehensive income

    6,367     7,229  

Total stockholders' equity

    109,954     107,500  

Total liabilities and stockholders' equity

  $ 1,207,888   $ 1,161,828  

(1)
On December 28, 2015, the Company restated the par value per share to $1.00 and simultaneously approved a stock split of 150 shares to 1, which increased the authorized shares outstanding from 100,000 to 15,000,000. The prior year was restated to conform to the current year presentation.

   

See Notes to Consolidated Financial Statements.

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Alpine Bancorporation, Inc. and Subsidiaries.

Consolidated Statements of Operations

Years Ended December 31, 2015, and 2014

(In thousands, except share data)

Interest and dividend income

             

Loans, including fees

  $ 28,368   $ 26,488  

Securities:

             

Taxable

    6,642     6,964  

Tax-exempt

    2,160     2,477  

Dividends

    229     218  

Federal funds sold and other

          149  

Total interest and dividend income

    37,522     36,296  

Interest expense

             

Deposits

    3,012     3,529  

Federal funds purchased

    1        

Subordinated debt

          963  

Line of credit

          16  

Other borrowed funds

    121     122  

Total interest expense

    3,134     4,630  

Net interest and dividend income

    34,388     31,666  

Provision for (release of) loan losses

    100     {1,950 }

Net interest and dividend income after provision for loan losses

    34,288     33,616  

Non-interest income

   
 
   
 
 

Trust income

    6,895     6,435  

Service charges on deposits

    3,583     3,678  

Mortgage servicing income, net of changes in fair value

    2,721     2,627  

Net gain on sale of loans

    2,076     1,228  

Net gain on sales of securities

    507     374  

Increase in cash surrender value of bank-owned life insurance

    678     537  

Debit card interchange income

    3,062     2,808  

Commercial card processing income

    666     738  

other income

    1,641     1,259  

Total non-interest income

    21,829     19,684  

Non-interest expense

             

Salaries and employee benefits

    25,815     23,422  

Occupancy expense, net

    2,861     2,782  

Furniture and equipment expense

    1,808     1,861  

FDIC Insurance

    560     750  

Data processing

    2,674     2,533  

Card processing

    1,059     1,293  

Communications

    1,083     896  

Professional fees

    1,273     1,198  

Directors Fees

    280     235  

Advertising

    925     1,063  

other real estate expense, net

    (216 )   36  

Other expense

    3,692     3,336  

Total non-interest expense

    41,814        

Income before income taxes

    14,303     13,895  

Provision for income taxes

    111     127  

Net income

  $ 14,192   $ 13,768  

Basic earnings per share

  $ 1.67   $ 1.76  

Diluted earnings per share

    1.67     1.76  

Distributions per share

    0.63     0.42  

   

See Notes to Consolidated Financial Statements.

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Alpine Bancorporation, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

Years Ended December 31, 2015, and 2014

(In thousands)

Net income

  $ 14,192   $ 13,768  

Unrealized holding (losses) gains on available-for-sale securities arising during the period

   
(355

)
 
5,052
 

Less: Reclassification adjustment for the net gains realized during the period

   
507
   
374
 

Total other comprehensive (loss) income on available-for-sales securities

    {862 }   4,678  

Comprehensive income

  $ 13,330   $ 18,446  

   

See Notes to Consolidated Financial Statements.

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Alpine Bancorporation, Inc. and Subsidiaries

Consolidated Statements of Stockholders' Equity

Years Ended December 31, 2015 and 2014

(In thousands, except share data)

 
  Common
Stock(1)
  Additional
Paid-in
Capital
  Retained
Earnings
  Treasury
Stock
  Accumulated
Other
Comprehensive
Income
  Total
Stockholders'
Equity
 

Balance, January 1, 2014

  $ 7,725   $ 452   $ 76,250   $     $ 2,551   $ 86,978  

Net income

               
13,768
               
13,768
 

Other comprehensive income

                            4,678     4,678  

Common stock issued

    780     10,045                       10,825  

Cash dividends declared

                (8,749 )               (8,749 )

Balance, December 31, 2014

  $ 8,505   $ 10,497   $ 81,269   $   $ 7,229   $ 107,500  

Net income

                14,192                 14,192  

Other comprehensive loss

                            (862 )   (862 )

Purchase of treasury stock

                      (543 )         (543 )

Sale of treasury stock

                      119           119  

Retirement of common stock

    (30 )   (394 )         424              

Cash dividends declared

                (10,452 )               (10,452 )

Balance, December 31, 2015

  $ 8,475   $ 10,103   $ 85,009   $     $ 6,367   $ 109,954  

(1)
On December 28, 2015, the Company restated the par value per share to $1.00 and simultaneously approved a stock split of 150 shares to 1, which increased the authorized shares outstanding from 100,000 to 15,000,000. The prior year was restated to conform to the current year presentation.

   

See Notes to Consolidated Financial Statements.

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Alpine Bancorporation, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Years Ended December 31, 2015, and 2014

(In thousands)

 
  2015   2014  

Cash flows from operating activities

             

Net income

  $ 14,192   $ 13,768  

Adjustments to reconcile net income to net cash provided by operating activities

             

Depreciation and amortization of leasehold improvements

    1,780     1,773  

Change in fair value of mortgage servicing rights

    (387 )   (542 )

Provision for (release of) loan losses

    100     (1,950 )

Originations of loans held-for-sale

    (140,002 )   (69,378 )

Proceeds from sales of loans held-for-sale

    141,325     68,274  

Net gain on sale of mortgage loans

    (2,076 )   (1,228 )

Increase in cash surrender value of bank-owned life insurance

    (678 )   (537 )

Net discount (accretion)/premium amortization on securities

    5,064     5,439  

Net gain on sale of securities

    (507 )   (374 )

Net gains on sale of other real estate owned

    (269 )   (47 )

Provision for other real estate owned losses

    80     6  

Net gain on disposal of fixed assets

    (24 )   (15 )

Change in accrued interest receivable and other assets

    (1,707 )   (219 )

Change in accrued interest payable and other liabilities

    (974 )   2,232  

Net cash provided by operating activities

    15,917     17,202  

Cash flows from investing activities

             

Proceeds from maturities and calls, including paydown on securities available-for-sale

    41,886     58,825  

Proceeds from sales of securities available-for-sale

    52,120     36,965  

Purchases of securities available-for-sale

    (28,039 )   (93,244 )

Purchases of securities held-to-maturity

    (5,000 )      

Loan originations and principal collections, net

    (113,378 )   (19,285 )

Recoveries of loans charged off

    563     435  

Proceeds from sales of other real estate owned

    1,747     210  

Proceeds from disposition of premises and equipment

    75     15  

Net purchases of premises and equipment

    (1,796 )   (1,340 )

Purchase of bank-owned life insurance

          (20,000 )

Net cash used in investing activities

    (51,822 )   (37,419 )

Cash flows from financing activities

             

Net change in deposits

    44,430     39,327  

Repayment of subordinated debentures

          (13,450 )

Proceeds from line of credit, net

    150        

Dividends paid

    (10,452 )   (8,749 )

Purchase of treasury shares

    (543 )      

Sales of treasury shares

    119        

Net proceeds from issuance of common stock

          10,825  

Net cash provided by financing activities

    33,704     27,953  

Net change in cash and cash equivalents

    (2,201 )   7,736  

Cash and cash equivalents at beginning of period

    50,091     42,355  

Cash and cash equivalents at end of period

  $ 47,890   $ 50,091  

Supplemental disclosures of cash flow information

             

Cash payments for:

             

Interest

  $ 3,345   $ 4,790  

Income Taxes

    160     89  

Non-cash transactions:

             

Transfer of loans to OREO

    362     2,094  

Transfer of premises to OREO

    131        

Retirement of common stock

    424        

   

See Notes to Consolidated Financial Statements.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015 and 2014

Note 1. Summary of Significant Accounting Policies

        The accounting and reporting policies of Alpine Bancorporation, Inc. (the Company) conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. Certain reclassifications were made to prior year amounts to conform to the current year presentation. The following is a description of the significant policies.

        Principles of consolidation:    The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Alpine Bank & Trust Co. (the Bank). Alpine Insurance Solutions is a wholly owned consolidated subsidiary of the Bank that provides limited insurance services. Assets held in a fiduciary or agency capacity are not assets of the Company or its subsidiary and are not included in the consolidated financial statements. All significant intercompany accounts and transactions have been eliminated in consolidation.

        Nature of operations:    The Bank provides a variety of banking products and services to individuals and businesses through facilities in the Illinois counties of Winnebago, Boone, and northern DeKalb and has an increasing commercial presence in the Wisconsin counties of Dane and Milwaukee. Primary deposit products are demand deposits, savings, and certificates of deposit and primary lending products are agribusiness, commercial, including commercial real estate, real estate mortgage, and installment loans. The Bank also offers wealth and trust services to the public.

        Use of estimates:    The preparation of consolidated financial statements in conformity with United States of America generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates and assumptions are based upon the best available information, actual results could differ from those estimates. The allowance for loan losses, valuation of mortgage servicing rights, valuation of OREO, and fair values of financial instruments are particularly subject to change.

        Significant group concentrations of credit risk:    Most of the Company's activities are with customers located within the Illinois counties of Winnebago, Boone, and northern DeKalb. An increasing portion of the Company's loan portfolio activities are with customers located within the Wisconsin counties of Dane and Milwaukee. Therefore, the Company's exposure to credit risk is significantly affected by changes in the economy in the preceding areas. Note 3 addresses the types of securities in which the Company invests. Note 4 addresses the types of lending that the Company engages in. The Company does not have any significant concentrations to any one industry or customer.

        Presentation of cash flows:    For purposes of reporting cash flows, cash and cash equivalents include cash, deposits with other financial institutions with maturities fewer than 90 days, and federal funds sold. Cash flows from loans, deposits, interest-bearing deposits in other financial institutions, federal funds, other short-term borrowings, and any sweep repurchase agreements are reported net.

        Securities:    Securities are classified as available-for-sale or held-to-maturity at the time of purchase. Debt securities classified as held-to-maturity are carried at amortized cost when management has the positive intent and ability to hold them to maturity. Debt securities are classified as available-for-sale when they might be sold before maturity. Equity securities with readily determinable fair values are classified as available-for-sale. Securities classified as available-for-sale are recorded at

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December 31, 2015 and 2014

Note 1. Summary of Significant Accounting Policies (Continued)

fair value, with unrealized holding gains and losses excluded from earnings and reported in other comprehensive income.

        Purchase premiums and discounts are recognized in interest income on the level yield method without anticipating prepayments. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

        Management evaluates securities for other-than-temporary impairment ("OTTI") on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For securities in an unrealized loss position, management considers the extent and duration of the unrealized loss, and the financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or if it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: 1) OTTI related to credit loss, which must be recognized in the Consolidated Statements of Operations and 2) OTTI related to other factors, which is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. For equity securities, the entire amount of impairment is recognized through earnings.

        Loan Commitments and related financial instruments:    Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer- financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded. Instruments, such as standby or performance letters of credit that are considered financial guarantees are recorded at fair value at inception, if material.

        Loans held-for-sale:    The Bank originates residential mortgage loans, which consist of loan products eligible for sale to the secondary market. Residential mortgage loans intended and eligible for sale in the secondary market are carried at fair value. The fair value of loans held-for-sale is determined using quoted secondary market prices on similar loans.

        Mortgage loans held-for-sale are generally sold with servicing rights retained. The carrying value of mortgage loans sold is reduced by the amount allocated to the servicing right. Gains and losses on sales of mortgage loans are recorded in non-interest income and are based upon the difference between the selling price andthe carrying value of the related loan sold using the specific identification method.

        Loans:    The Bank grants mortgage, commercial, agriculture and consumer loans to customers. A substantial portion of the loan portfolio is represented by loans throughout Winnebago, Boone, and northern DeKalb counties in Illinois. In addition, an increasing portion of the loan portfolio is represented by loans, principally commercial, in Dane and Milwaukee Counties in Wisconsin. The ability of the Bank's debtors to honor their contracts is dependent upon the real estate and general economic conditions in these areas.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 1. Summary of Significant Accounting Policies (Continued)

        Loans held-for-investment are loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off and are generally reported at their outstanding unpaid principal balances adjusted for charge-offs and net of an allowance for loan losses. Interest income is accrued on the unpaid principal balance. Loan origination fees approximate direct loan origination costs and are generally recognized as income upon receipt.

        Interest income on mortgage and commercial loans is discontinued and placed on non-accrual status at the time the loan is 90 days delinquent unless the loan is well-secured and in process of collection. Open-end home equity lines of credit loans are charged off no later than 180 days past due, and commercial loans are charged off to the extent principal or interest is deemed uncollectible. Closed end retail and mortgage loans continue to accrue interest until they are charged off no later than 120 days past due unless the loan is in the process of collection and well secured. Past-due status is based on the contractual terms of the loan. In all cases, loans are placed on non- accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. Non-accrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.

        All interest accrued but not received for loans placed on non-accrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Under the cost-recovery method, interest income is not recognized until the loan balance is reduced to zero. Under the cash-basis method, interest income is recorded when the payment is received in cash. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

        Allowance for loan losses: The allowance for loan losses is a valuation allowance for probable incurred credit losses and is maintained at a level, which, in management's judgment, is adequate to absorb credit losses relating to specifically identified loans, as well as probable credit losses inherent in the loan portfolio. The amount of the allowance is an estimate based on management's evaluation of the collectability of the loan portfolio, including the nature and volume of the portfolio, credit concentrations, and trends in historical loss experience, specific impaired loans, and the effect of economic conditions and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management's judgment, should be charged off. Because of uncertainties inherent in the estimation process, management's estimate of credit losses inherent in the loan portfolio and the related allowance may change materially in the near term. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Bank's allowance for loan losses and may require the Bank to make additions to the allowance based on their judgment about information available to them at the time of their examinations. The allowance is increased by a provision for loan losses, which is charged to expense. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 1. Summary of Significant Accounting Policies (Continued)

        When establishing the general component of the allowance for loan losses, management categorizes loans into loan pools generally based on the nature of the collateral or purpose of the loan. These loan pools and their common characteristics are as follows:

        The Commercial loan segment includes the following loan classifications:

        Commercial loans—Commercial loans are loans for commercial and industrial purposes, including issuing letters of credit, whether secured or unsecured, single-payment or amortizing. These loans originate to sole proprietorships, partnerships, or corporations. These may also include loans made to individuals for commercial, industrial, and professional purposes but not for investment or personal expenditures. The Bank's commercial business loan portfolio is comprised of loans for a variety of business purposes and generally is secured by equipment, machinery and other business assets.

        Municipal loans—These loans provide financing for counties, municipalities, school districts, irrigation districts, state and local housing authorities and drainage and sewer districts or any obligations that are initiated by the state or local governments.

        Agricultural loans—These are loans which originate to finance agricultural production, whether secured or unsecured and whether made to farm owners and operators or to non-farmers. These include loans made for the purpose of financing the growing and storing of crops, the marketing or carrying of agricultural products and the production of livestock. Also included in this pool would be loans made to farmers for the purchase or maintenance of farm machinery, equipment and implements, or provisions for farmer living expenses.

        The commercial real estate loan segment includes the following loan classifications:

        Owner occupied real estate loans—These are loans secured by owner-occupied non-farm nonresidential properties. These are loans for which the primary source of repayment is the cash flow from the ongoing operations and activities conducted by the party who owns the property. Rental income, if derived from a nonaffiliated third party, must be less than 50% of the source of repayment.

        Non owner-occupied real estate—Non owner-occupied are loans secured by non-farm nonresidential properties, including business and industrial properties, hotels, motels, churches, hospitals, educational and charitable institutions, dormitories, clubs, lodges, association buildings, homes for aged persons and orphans, golf courses, recreational facilities and similar properties.

        Construction, land development, and other land loans—These loans are secured by real estate and originated to finance (a) land development preparatory to erecting vertical improvements or (b) the on-site construction of industrial, commercial, residential, or farm buildings. For purposes of this classification, "construction" includes not only construction of new structures, but also includes any loans originated to finance additions or alterations to existing structures and the demolition of existing structures to make way for new structures. Also included are loans secured by vacant land, except land known to be used or usable for agricultural purposes. Until a permanent loan originates or payoff occurs all construction loans secured by real estate are reportable in this loan pool. Loans to finance construction and land development that are not secured by real estate are segmented and reported separate from this pool.

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December 31, 2015 and 2014

Note 1. Summary of Significant Accounting Policies (Continued)

        Other commercial real estate loans—This includes farmland loans, multi-family loans and other real estate secured loans. Farmland loans include all loans secured by farmland and improvements thereon. Farmland includes all land known to be used or usable for agricultural purposes, such as crop and livestock production. Farmland includes grazing or pastureland, whether tillable or not and whether wooded or not. Multi-family loans include loans to finance non-farm properties with five or more units in structures primarily to accommodate households on a temporary or permanent basis. These may include apartment buildings or apartment hotels.

        Residential real estate loans—Residential loans are generally smaller in size and are homogenous because they exhibit similar characteristics. These loans are secured by nonfarm property containing one to four family dwelling units (including vacation homes), mobile homes, and individual condominium dwelling units secured by an interest in the individual housing unit.

        The installment and personal loan segments include the following loan classifications:

        Direct consumer loans—These loans may take the form of installment loans, demand loans, and single payment loans and are extended to individuals for household, family, and other personal expenditures. These also include direct consumer automobile loans extended by the bank for the purpose of purchasing a new or used vehicle for personal use.

        Indirect consumer loans—These loans include retail installment-sales paper purchased by the bank from merchants or dealers of retail sales. of vehicles for personal use.

        Home equity loans—These consist of closed-end loans secured by one to four family residential properties secured by junior liens.

        Home equity lines—These loans consist of revolving open-end lines of credit secured by one to four family residential properties extended to individuals for household, family, and other personal expenditures. These lines of credit, commonly known as home equity lines, are typically secured by a junior lien and are usually accessible by check.

        Personal reserve account loans—These consist of extensions of credit to individuals for household, family and other personal expenditures arising from prearranged overdraft plans.

        The allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired when, based on current information and events, it is probable that the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement. Loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings ("TDRs") and classified as impaired.

        Additional factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 1. Summary of Significant Accounting Policies (Continued)

        Impaired loans are measured on an individual basis based on the present value of expected future cash flows discounted at the loan's effective interest rate or, as a practical expedient, at the loan's obseNable market price or the fair value of the collateral, net of costs to sell, if the loan is collateral dependent. For impaired loans, accrual of interest is discontinued on a loan when management believes after considering collection efforts and other factors that the borrower's financial condition is such that the collection of interest is doubtful. For the year ended December 31, 2014, the Company included general impairment amounts related to collectively evaluated large groups of smaller balance consumer and residential loans in the impairment disclosure whereas such impairment amounts are included in the general component of the allowance for the year ended December 31, 2015. The amount of impairment and any subsequent changes are included in the allowance for loan losses.

        Troubled debt restructurings are individually evaluated for impairment and included in the separately identified impairment disclosures. TDRs are measured at the present value of estimated future cash flows using the loan's effective rate at inception. If a commercial TOR is considered to be a collateral dependent loan, the loan is reported at the fair value of the collateral, net. For TDRs that subsequently default, the Bank determines the amount of the allowance on that loan in accordance with the accounting policy for the allowance for loan losses on loans individually identified as impaired. The Bank incorporates recent historical experience related to TDRs including the performance of TDRs that subsequently default into the calculation of the allowance by loan portfolio segment.

        The general component covers loans that are collectively evaluated for impairment. Large groups of smaller balance homogeneous loans, such as consumer and residential real estate loans are collectively evaluated for impairment for the years ended December 31, 2015, and 2014, and they are not included in the separately identified impairment disclosures for the year ended December 31, 2015. The general allowance component also includes loans that are not individually identified for impairment evaluation, as well as those loans that are individually evaluated but are not considered impaired. The general component is based on historical loss experience adjusted for current factors. The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Bank. This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment.

        These economic and other factors include, but are not limited, to consideration of the following: changes in the nature and volume of the portfolio and terms of loans, changes in volume and severity of past due loans and similar conditions such as trends in delinquencies and impaired loans (including TDRs); levels of and trends in charge-offs and recoveries; changes in levels of loans classified as special mention, substandard, or doubtful; effects of any changes in the quality of the organization's loan review system including risk selection; other changes in lending policies and procedures including changes in underwriting standards and collections, charge offs, and recovery practices; changes in the experience, ability, and depth of lending management and other relevant staff; changes in international, national, regional, and local economic trends and conditions; changes in the value of underlying collateral on collateral dependent loans; industry conditions and effects of changes in credit concentration and levels of such concentration; and the effect of other external factors (i.e. competition, legal and regulatory requirements) on the level of estimated credit losses.

        Due to the added risks associated with loans which are graded as special mention or substandard that are not classified as impaired, an additional analysis is performed to determine whether an

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 1. Summary of Significant Accounting Policies (Continued)

adjustment to loss rates is needed that is not fully captured by the historical loss experience. At December 31, 2014, such classified loans were collectively evaluated for impairment by segment in additional pools whereas the Company included loans that were risk rated as special mention or substandard and accruing in their related industry pool segments at December 31, 2015.

        In the fourth quarter of 2015, management determined that as credit quality improved, it became increasingly difficult to differentiate rationale for additional reserves assigned to performing loans risk rated as "special mention" or "substandard" from the reserves assigned to pass-rated performing loans. With improving credit conditions, these loans, while having heightened risk characteristics, behaved as performing loans and are not considered impaired. This determination resulted in a change in methodology to discontinue segregating classified assets from its industry performing pool so long as their payment characteristics and behavior model those of performing loans. This change in method resulted in a decrease of $355,000 in the estimated allowance for loan loss.

        The Bank also elongated the historical loss factor period from the two-year timeframe used at December 31, 2014 to a five-year historical loss period at December 31, 2015. The Bank concurrently reduced the effect of the external factors on qualitative risk adjustments to historical loss rates because the lengthening of the historical loss period to five years captured risks previously reflected in the adjustment to qualitative factors. When taken together, these two changes resulted in substantially no change to the balance in the allowance for loan losses.

        Troubled debt restructurings:    A loan is classified as a troubled debt restructuring when a borrower is experiencing financial difficulties that leads to a restructuring of the loan, and the Company grants concessions to the borrower in the restructuring that it would not otherwise consider. These concessions may include rate reductions, principal forgiveness, extension of maturity date, and other actions intended to minimize potential losses. Loans are not classified as a TOR when the modification is short-term or results in only an insignificant delay or shortfall in the payments to be received. The Bank's TDRs are determined on a case-by-case basis in connection with ongoing loan collection and credit analysis processes.

        The Company generally does not accrue interest on any TDRs unless it believes collection of all principal and interest under the modified terms is reasonably assured. For TDRs to accrue interest, the borrower must demonstrate both some level of past performance and the capacity to perform under the modified terms. Generally, six months of consecutive payment performance by the borrower under the restructured terms is required before TDRs are returned to accrual status. However, the period could vary depending on the individual facts and circumstances of the loan. An evaluation of the borrower's current creditworthiness is used to assess whether the borrower has the capacity to repay the loan under .the modified terms. This evaluation includes an estimate of expected cash flows, evidence of strong financial position, and estimates of the value of collateral, if applicable.

        Mortgage servicing rights: The Bank is also involved in the business of servicing mortgage loans. Servicing activities include collecting principal, interest, and escrow payments from borrowers, making tax and insurance payments on behalf of the borrowers, monitoring delinquencies, executing foreclosure proceedings, and accounting for and remitting principal and interest payments to the investors. Mortgage servicing rights represent the right to a stream of cash flows and an obligation to perform specified residential mortgage servicing activities.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 1. Summary of Significant Accounting Policies (Continued)

        Servicing rights are recognized separately as assets when they are acquired through sales of loans and servicing rights are retained. Servicing rights are initially recorded at fair value with the effect recorded in gains on sales of loans on the Consolidated Statements of Operations. Mortgage servici'ng rights are valued under the fair value measurement method. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds and default rates and            losses. While market-based data is used to determine the input assumptions, the Bank incorporates its own estimates of assumptions market participants would use in determining fair value of mortgage servicing rights. Changes in fair value are recognized and reported in the consolidated statement of operations as a component of mortgage servicing income.

        Servicing fee income, which is included on the Consolidated Statements of Operations as mortgage servicing income, net of fair value changes, is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned.

        Mortgage loans that the Company is servicing for others aggregated to $705.4 million and $686.8 million at December 31, 2015, and 2014, respectively. Mortgage loans that the Company is servicing for others are not included in the Consolidated Balance Sheets. Fees received in connection with servicing loans for others are recognized as earned. Loan servicing costs are charged to expense as incurred.

        Premises and equipment:    Premises and equipment are stated at cost less accumulated depreciation. Depreciation is charged to operating expense on a straight-line or an accelerated basis over the estimated useful lives of the assets (10-60 years, buildings and improvements; 3-15 years, furniture and equipment). Gains and losses are included in other noninterest income in the Consolidated Statements of Operations. Maintenance and repairs are charged to operating expenses as incurred, while improvements that conform to definitions of tangible property improvements are capitalized and depreciated over the estimated remaining life.

        Non-marketable equity securities:    Non-marketable equity securities include Federal Reserve Bank ("FRB") and Federal Home Loan Bank ("FHLB") stock as well as other non-marketable equity securities. The Bank is a member of its regional Federal Reserve Bank. FRB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income.

        The Bank is also a member of the FHLB system. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income. All other non-marketable equity securities are carried at cost, classified as restricted, and periodically evaluated for impairment.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 1. Summary of Significant Accounting Policies (Continued)

        Other Real Estate Owned:    other real estate owned ("OREO") properties are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. Physical possession of residential real estate property collateralizing a consumer mortgage loan occurs when legal title is obtained upon completion of foreclosure or when the borrower conveys all interest in the property to satisfy the loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. These assets are subsequently accounted for at the lower of cost or fair value less estimated costs to sell. If fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense. Revenue and expenses from operations and fair value write-downs are included in other real estate expense.

        Bank-owned life insurance: The bank has purchased life insurance policies on certain employees (both current and former). The bank owned life insurance ("BOLi") is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value ("CSV") or the amount that can be realized. The change in CSV and insurance proceeds received are recorded a BOLi income in the Consolidated Statements of Operations in noninterest income.

        Loss contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are such matters that will have a material effect on the financial statements.

        Wealth Management & Trust Services: Assets held in a fiduciary or agency capacity for customers are not included in the consolidated financial statements as they are not assets of the Company or its subsidiaries. Fee income is recognized on a cash basis and is included as a component of noninterest income in the Consolidated Statements of Operations.

        Long Term Incentive Plan:    Compensation cost for the Company Restricted Stock Plan awards issued to employees is based upon the fair value of the awards at the effective date of grant. The market price of the Company's common stock at the grant date is used for the valuation of restricted stock and restricted stock unit awards. Compensation cost is recognized over the required service performance period, generally defined as the vesting period.

        Transfers of financial assets:    Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

        Earnings per common share:    Basic earnings per share ("EPS") of common stock is computed by dividing net income applicable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income applicable to common shareholders by the weighted- average number of common shares outstanding plus the number of additional common shares that would have been outstanding if dilutive shares were issued.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 1. Summary of Significant Accounting Policies (Continued)

        Mortgage banking derivatives:    Commitments to fund mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as free standing derivatives. Fair values of these mortgage derivatives are estimated based on changes in mortgage interest rates from the date the interest rate on the loan is locked. The Company enters into forward commitments for the future delivery of mortgage loans when interest rate locks are entered into, in order to hedge the.change in interest rates resulting from its commitments to fund the loans. Changes in the fair values of these derivatives are included in net gain on sales of loans.

        Income taxes:    Effective January 1, 2006, the Company, with the consent of its stockholders and the applicable taxing authorities, began being taxed under sections of federal and state income tax law, which provide that, in lieu of corporation income taxes, the stockholders separately account for their pro rata share of the Company's income, deductions, losses and credits. As a result, the Company may be subject to federal tax if certain assets are sold at a gain for a select period following the election (Built-in-Gains Tax). The Company is responsible for and records as expense appropriate state income taxes.

        The Company accounts for uncertainty in income taxes, which arise, based on determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. The Company did not have any significant uncertain tax positions as of December 31, 2015 and 2014.

        Comprehensive income: Comprehensive income (loss) is the total of reported earnings of all other revenues, expenses, gains, and losses that are not reported in earnings under GAAP. The Company includes the following items in other comprehensive income (loss) in the Consolidated Statements of Comprehensive Income (Loss): (i) change in net unrealized gains or losses on available-for-sale securities, less (ii) the reclassification adjustment for the net gains (losses) realized during the period.

Recent accounting pronouncements:

Newly adopted standards:

        In January 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) No. 2014-04, Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. The primary purpose of this new guidance is to clarify, for residential mortgage loans, when an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a residential mortgage loan. This new accounting standard is effective for financial statements issued for annual periods beginning after December 15, 2014. The Company adopted this new accounting standard effective January 1, 2015, which required the Company to classify residential real estate collateralized mortgage loans as other real estate upon foreclosure.

Future accounting standards:

        In May 2014, the FASB issued ASU No. 2014-09 "Revenue from Contracts with Customers (Topic 606)." The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to

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December 31, 2015 and 2014

Note 1. Summary of Significant Accounting Policies (Continued)

which the entity expects to be entitled in exchange for those goods and services. ASU 2014-09 was to be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The amendments can be applied retrospectively to each prior reporting period or retrospectively with the cumulative effect of initially applying this update recognized at the date of initial application. Early application is not permitted. The Company is assessing the impact of ASU 2014-09 on its accounting and disclosures. In August 2015, the FASB issued ASU 2015-14 "Revenue from Contracts with Customers (Topic 606) Deferral of the Effective Date." This accounting standards update defers the effective date for an additional year. ASU 2015-14 will be effective for annual reporting periods beginning after December 15, 2017.

        In April 2015, the FASB issued ASU No. 2015-03 "Simplifying the Presentation of Debt Issuance Costs." ASU 2015-03 amended prior guidance to simplify the presentation of debt issuance costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 will be effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within fiscal years. The adoption of this standard will not have a material effect to the Company's operating results or financial condition.

        In January 2016, the FASB issued ASU No. 2016-01 Financial Instruments—Overall (Subtopic 825-10) "Recognition and Measurement of Financial Assets and Financial Liabilities". The amendments in this ASU require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in this accounting standard update also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this accounting standard update eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. This new standard is effective for consolidated financial statements issued for annual periods beginning after December 15, 2018. The Company is currently evaluating whether it will adopt the provision in this standard eliminating the requirement to disclose the fair value of financial instruments measured at amortized cost. The Company does not believe the adoption of the rest of the standard will have a significant impact on its consolidated financial statements.

        Subsequent events: The Company has evaluated subsequent events for recognition and disclosure through March 8, 2016, which is the date the consolidated financial statements were available to be issued.

Note 2. Restrictions on Cash and Amounts Due From Banks

        The Bank is required to maintain reserve balances in cash or on deposit with the Federal Reserve Bank. In accordance with the reserve requirements, the average reserve balances were $27.7 million and $25.9 million, for the years ending December 31, 2015, and 2014, respectively. The reserve balances held on deposit with the Federal Reserve Bank were $0, and $15.2 million, for the years ended December 31, 2015, and 2014, respectively.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 2. Restrictions on Cash and Amounts Due From Banks (Continued)

        The nature of the Company's business requires that it maintain amounts with other banks and federal funds, which, at times, may exceed federally insured limits. Management monitors these correspondent relationships, and the Company has not experienced any losses in such accounts.

Note 3. Securities

        Investment portfolio management: The investment portfolio serves the liquidity and income needs of the Company. While the portfolio serves as an important component of the overall liquidity management at the Bank, portions of the portfolio also serve as income producing assets. The size and composition of the portfolio reflects liquidity needs, loan demand and interest income objectives. Portfolio size and composition will be adjusted from time to time. While a significant portion of the portfolio consists of readily marketable securities to address liquidity, other parts of the portfolio may reflect funds invested pending future loan demand or to maximize interest income without undue interest rate risk.

        Securities are comprised of debt securities, certificates of deposit, and marketable equity securities. Until the second quarter of 2015, all debt securities had been classified as available-for-sale. Securities available-for-sale are carried at fair value. Unrealized gains and losses, net of tax, on securities available-for-sale are reported as a separate component of equity. This balance sheet component changes as interest rates and market conditions change. Unrealized gains and losses are not included in the calculation of regulatory capital.

        Securities held-to-maturity are carried at amortized cost. In accordance with GAAP, the Company has the positive intent and ability to hold the securities to maturity.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 3. Securities (Continued)

        The following tables summarize the amortized cost and fair value of the securities portfolio and the corresponding amounts of gross unrealized gains and losses at December 31:

 
  2015  
 
  Amortized
Cost
  Gross
Unrealized
Gains
  Gross
Unrealized
(Losses)
  Fair
Value
 
 
  (in thousands)
 

Securities Available-for-Sale

                         

Debt Securities:

                         

U.S. Government and federal agency

  $ 155,840   $ 2,468   $     $ 158,308  

State and municipal

    92,703     3,312     (8 )   96,007  

Residential mortgage-backed

    100,157     754     (259 )   100,652  

Corporate bonds

    1,035     4           1,039  

    349,735     6,538     (267 )   356,006  

CD Investments

    250                 250  

Marketable equity securities

    7,651     102     (6 )   7,747  

Total Securities Available-for-Sale

  $ 357,636   $ 6,640   $ (273 ) $ 364,003  

Securities Held-to-Maturity

                         

Corporate bonds

  $ 5,000   $     $ (12 ) $ 4,988  

Total Securities Held-to-Maturity

  $ 5,000   $     $ (12 ) $ 4,988  

        During the twelve months ended December 31, 2015, the securities portfolio generally decreased as the Company reduced investments to fund its increasing loan demand, which are typically higher yielding assets. The change is largely found in the U.S. Government and federal agency debt securities and, to a lesser amount, residential mortgage-backed bonds. Securities with a carrying value of

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 3. Securities (Continued)

$178.8 million and $157.4 million at December 31, 2015 and 2014, respectively, were pledged to secure deposits or for other purposes as permitted, or required, by law.

 
  2014  
 
  Amortized
Cost
  Gross
Unrealized
Gains
  Gross
Unrealized
(Losses)
  Fair
Value
 
 
  (in thousands)
 

Securities Available-for-Sale

                         

Debt Securities:

                         

U.S. Government and federal agency

  $ 193,467   $ 2,268   $ (26 ) $ 195,709  

State and municipal

    103,904     3,984     (64 )   107,824  

Residential mortgage-backed

    120,811     1,185     (253 )   121,743  

Corporate bonds

    2,577     43           2,620  

    420,759     7,480     (343 )   427,896  

CD Investments

    750                 750  

Marketable equity securities

    6,651     98     (6 )   6,743  

Total Securities Available-for-Sale

  $ 428,160   $ 7,578   $ {349 } $ 435,389  

Securities Held-to-Maturity

                         

Corporate bonds

  $     $     $     $    

Total Securities Held-to-Maturity

                         

        Gross realized gains and gross realized losses on sales of securities available-for-sale for the years ended December 31, are as follows:

 
  2015   2014  
 
  (in thousands)
 

Proceeds from sales of securities

  $ 52,120   $ 36,965  

Gross Realized gains

    508     380  

Gross Realized losses

    (1 )   (6 )

Securities gains (losses), net

    507     374  

        The amortized cost and fair value of securities, other than equity securities, by contractual maturity as of December 31, 2015, are shown in the following summary. Maturities may differ from contractual maturities on mortgage- backed securities because the mortgages underlying the securities may be

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 3. Securities (Continued)

called or repaid without any penalties. Therefore, these securities are not included in the maturity categories in the following summary.

 
  Amortized
Cost
  Fair
Value
 
 
  (in thousands)
 

Securities Available-for-Sale

             

Due in one year or less

  $ 20,724   $ 20,924  

Due after one year through five years

    154,825     158,362  

Due after five years through ten years

    54,857     56,269  

Due after ten years

    19,422     20,049  

    249,828     255,604  

Marketable equity securities

    7,651     7,747  

Residential mortgage-backed

    100,157     100,652  

  $ 357,636   $ 364,003  

Securities Held-to-Maturity

             

Due after five years through ten years

  $ 5,000   $ 4,988  

        The following table shows the fair value and the unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31:

 
  2015  
 
  Less than 12 Months   12 Months or More   Total  
 
  Fair
Value
  Unrealized
Loss
  Number of
Securities
  Fair
Value
  Unrealized
Loss
  Number of
Securities
  Fair
Value
  Unrealized
Loss
  Number of
Securities
 
 
  (in thousands, except for number of securities)
 

Securities Available-for-Sale

                                                       

Debt Securities:

                                                       

State and municipal

  $ 3,574   $ (7 )   5   $ 660   $ (1 )   2   $ 4,234   $ (8 )   7  

Residential mortgage backed

    35,863     (220 )   12     2,254     (39 )         38,117     (259 )   13  

Marketable equity securities

                     
4
   
(6

)
       
4
   
(6

)
     

  $ 39,437   $ (227 )   17   $ 2,918   $ (46 )   4   $ 42,355   $ (273 )   21  

Securities Held-to-Maturity

                                                       

Debt Securities:

                                                       

Corporate Bonds

  $ 5,000   $ (12 )       $     $           $ 5,000   $ (12 )      

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 3. Securities (Continued)

 
  2014  
 
  Less than 12 Months   12 Months or More   Total  
 
  Fair
Value
  Unrealized
Loss
  Number of
Securities
  Fair
Value
  Unrealized
Loss
  Number of
Securities
  Fair
Value
  Unrealized
Loss
  Number of
Securities
 
 
  (in thousands, except for number of securities)
 

Securities Available-for-Sale

                                                       

Debt Securities:

                                                       

U.S. Government and federal agency

  $ 21,339   $ (26 )   3   $     $           $ 21,339   $ (26 )   3  

State and municipal

    4,638     (23 )   7     7,803     (41 )   11     12,441     (64 )   18  

Residential mortgage backed

                      47,314     (253 )   13     47,314     (253 )   13  

Marketable equity securities

                      4     (6 )         4     (6 )      

    25,977   $ (49 )   10     55,121   $ (300 )   25     81,098   $ (349 )   35  

        Unrealized losses have not been recognized into income because the issuers' bonds are of high credit quality, the decline in fair value is largely due to changes in market interest rates, and the Company will likely not be required to sell the investments before recovery of their amortized costs. The fair value is expected to recover as the bonds approach their maturity date and/or market rates decline.

        At December 31, 2015 and 2014, there were no holdings of securities of any one issuer, other than U.S. Government and its agencies, in an amount greater than 10% of stockholders' equity.

Note 4. Loans

        The composition of net loans as of December 31 is as follows:

 
  2015   2014  
 
  (in thousands)
 

Commercial

  $ 182,126   $ 123,050  

Agricultural

    17,292     15,305  

Commercial real estate: Owner occupied

    100,205     98,909  

Non-owner occupied

    107,305     104,215  

Construction real estate

    60,298     41,754  

Other

    61,786     52,609  

Residential real estate

    82,699     72,205  

Installment and personal

    116,470     108,189  

    728,181     616,236  

Allowance for loan losses

    (10,056 )   (10,464 )

Loans, net

  $ 718,125   $ 605,772  

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 4. Loans (Continued)

        The following tables present the contractual aging of the recorded investment in past due loans, by class of loans, as of December 31:

 
  Current   30 - 59 Days
Past Due
  60 - 89 Days
Past Due
  Loans Past
Due 90 Days
or More
  Total   90 Days or
More Past Due
and Accruing
 
 
  (in thousands)
 

Commercial

  $ 181,973   $ 99   $     $ 54   $ 182,126   $    

Agricultural

    17,244     13           35     17,292        

Commercial real estate:

                                     

Owner occupied

    100,128           77           100,205        

Non-owner occupied

    107,305                       107,305        

Construction real estate

    59,981     317                 60,298        

Other

    61,786                       61,786        

Residential real estate

    81,907     410           382     82,699     80  

Installment and personal

    116,267     58     119     26     116,470        

Total

  $ 726,591   $ 897   $ 196   $ 497   $ 728,181   $ 80  
 
  2014  
 
  Current   30 - 59 Days
Past Due
  60 - 89 Days
Past Due
  Loans Past
Due 90 Days
or More
  Total   90 Days or
More Past Due
and Accruing
 
 
  (in thousands)
 

Commercial

  $ 122,495   $ 24   $ 190   $ 341   $ 123,050   $           

Agricultural

    15,292     13                 15,305               

Commercial real estate:

                                     

Owner occupied

    98,872           37           98,909               

Non-owner occupied

    103,303                 912     104,215               

Construction real estate

    41,754                       41,754               

Other

    52,609                       52,609               

Residential real estate

    71,159     306     416     324     72,205               

Installment and personal

    107,918     171     63     37     108,189               

Total

  $ 613,402   $ 514   $ 706   $ 1,614   $ 616,236   $           

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 4. Loans (Continued)

        The recorded investment in non-accrual loans by class of loans as of December 31 is as follows:

 
  2015   2014  
 
  (in thousands)
 

Commercial

  $ 545   $ 1,298  

Agricultural

    35        

Commercial real estate:

             

Owner occupied

    207     269  

Non-owner occupied

    690     912  

Construction real estate

    7     30  

Residential real estate

    376     518  

Installment and personal

    103     152  

Total

  $ 1,963   $ 3,179  

        As part of the on-going monitoring of the credit quality of the Company's loan portfolio, management categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt and comply with various terms of their loan agreements. The Company considers current financial information, historical payment experience, credit documentation, public information, and current economic trends. Generally, all sizeable credits receive a financial review no less than annually to monitor and adjust, if necessary, the credit's risk profile. For special mention, substandard, and doubtful credit classifications, the frequency of review is increased to no less than quarterly in order to determine potential impact on credit loss estimates.

        The Company categorizes loans into the following risk categories based on relevant information about the ability of borrowers to service their debt:

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 4. Loans (Continued)

        The following tables present the risk category of loans evaluated by class of loans based on the most recent analysis performed as of December 31:

 
  2015  
 
  Pass   Mention   Substandard   Doubtful   Loss   Total  
 
  (in thousands)
 

Commercial

  $ 173,543   $ 3,297   $ 5,286   $            $            $ 182,126  

Agricultural

    16,881     376     35                 17,292  

Commercial real estate:

                                     

Owner occupied

    96,680     2,293     1,232                 100,205  

Non-owner occupied

    104,888     1,727     600                 107,305  

Construction real estate

    54,954     3,700     1,644                 60,298  

Other

    61,237     74     475                 61,786  

Residential real estate

    78,009     4,094     500                 82,699  

Installment and Personal

    114,995     24     1,451                 116,470  

Total

  $ 701,187   $ 15,585   $ 11,409   $            $            $ 728,181  
 
  2014  
 
  Pass   Special Mention   Substandard   Doubtful   Loss   Total  
 
  (in thousands)
 

Commercial

  $ 118,788   $ 2,322   $ 1,940   $            $            $ 123,050  

Agricultural

    15,305                             15,305  

Commercial real estate:

                                     

Owner occupied

    95,733     1,873     1,303                 98,909  

Non-owner occupied

    100,864     263     3,088                 104,215  

Construction real estate

    37,437     1,004     3,313                 41,754  

Other

    51,823     786                       52,609  

Residential real estate

    66,674     4,641     800                 72,205  

Installment & Personal

    107,999           100                 108,189  

Total

  $ 594,623   $ 10,889   $ 10,724   $            $   $ 616,236  

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 4. Loans (Continued)

        The following tables present additional detail of impaired loans, segregated by class of loans, as of December 31, 2015 and 2014. The unpaid principal balance represents the recorded balance prior to any partial charge-offs. The recorded investment represents customer balances net of any partial charge-offs recognized on the loans. The interest income recognized column represents all interest income reported on either a cash or accrual basis after the loan became impaired. The cash basis income column represents only the interest income recognized on a cash basis after the loan was classified as impaired:

 
  2015  
 
  Unpaid
Principal
Balance
  Recorded
Investment
  Allowance for
Loan Losses
Allocated
  Average
Recorded
Investment
  Interest
Income
Recognized
  Cash Basis
Interest
Income
Recognized
 
 
  (in thousands)
 

With no related allowance recorded:

                                     

Commercial

  $ 1,186   $ 633   $     $ 588   $ 8   $ 8  

Agricultural

    35     35           31     1     1  

Commercial real estate:

                                     

Owner occupied

    299     207           182              

Non-owner occupied

    951     690           755              

Construction real estate

    276     7           1,053              

Residential real estate

    217     133           29              

Installment and personal

                      137              

With an allowance recorded:

                                     

Commercial

    41     39     6     275     2     2  

Commercial real estate

                                     

Owner occupied

                      423              

Non-owner occupied

                      4              

Construction real estate

    632     632     609     639     30     30  

Residential real estate

    67     67     38     286              

Installment and personal

                      33              

Total

  $ 3,704   $ 2,443   $ 653   $ 4,435   $ 41   $ 41  

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 4. Loans (Continued)

 
  2014  
 
  Unpaid
Principal
Balance
  Recorded
Investment
  Allowance for
Loan Losses
Allocated
  Average
Recorded
Investment
  Interest
Income
Recognized
  Cash Basis
Interest
Income
Recognized
 
 
  (in thousands)
 

With no related allowance recorded:

                                     

Commercial

  $ 1,459   $ 957   $     $ 696   $ 31   $ 31  

Commercial real estate:

                                     

Owner occupied

    433     101           175              

Non-owner occupied

    1,104     912           1,346     13     13  

Construction real estate

    2,376     2,130           2,585     87     87  

Residential real estate

    245     172           512              

With an allowance recorded:

   
 
   
 
   
 
   
 
   
 
   
 
 

Commercial

    368     368     189     118     18     18  

Commercial real estate:

                                     

Owner occupied

    175     168     16     160     5     5  

Non-owner occupied

                      2,039              

Construction real estate

    650     650     650     1,265     25     25  

Residential real estate

    357     342     1     533           1  

Installment and personal

    185     168     14     143     6     6  

Total

  $ 7,352   $ 5,968   $ 870   $ 9,572   $ 187   $ 187  

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 4. Loans (Continued)

        The following table provides additional detail of the activity in the allowance for loan losses, by portfolio segment, for the year ended December 31:

 
  2015  
 
  Commercial   Agricultural   Commercial
Real Estate
  Residential
Real Estate
  Installment
and Personal
  Total  
 
  (in thousands)
 

Allowance for loan losses:

                                     

Balance, beginning of year

  $ 2,214   $ 16   $ 5,521   $ 1,261   $ 1,452   $ 10,464  

Provision for loan losses

    315     25     (131 )   (402 )   293     100  

Loans charged off

    (274 )         (55 )   (132 )   (610 )   (1,071 )

Recoveries

    42           129     214     178     563  

Balance, end of year

  $ 2,297   $ 41   $ 5,464   $ 941   $ 1,313   $ 10,056  

Allowance allocated to loans:

                                     

Individually evaluated for impairment

  $ 6   $     $ 609   $ 38   $     $ 653  

Collectively evaluated for impairment

    2,291     41     4,855     903     1,313     9,403  

Total

  $ 2,297   $ 41   $ 5,464   $ 941   $ 1,313   $ 10,056  

Loans:

                                     

Individually evaluated for impairment

  $ 672   $ 35   $ 1,536   $ 200   $     $ 2,443  

Collectively evaluated for impairment

    181,454     17,257     328,058     82,499     116,470     725,738  

Total

  $ 182,126   $ 17,292   $ 329,594   $ 82,699   $ 116,470   $ 728,181  

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 4. Loans (Continued)

        The following table provides additional detail of the activity in the allowance for loan losses, by portfolio segment, for the year ended December 31:

 
  Commercial   Agricultural   Commercial
Real Estate
  Residential
Real Estate
  Installment
and Personal
  Total  
 
  (in thousands)
 

Allowance for loan losses:

                                     

Balance, beginning of year

  $ 1,059   $     $ 8,735   $ 1,083   $ 1,788   $ 12,665  

Provision for loan losses

    1,178     16     (3,282 )   160     (22 )   (1,950 )

Loans charged off

    (129 )         (38 )   (49 )   (471 )   (687 )

Recoveries

    106           106     67     157     436  

Balance, end of year

  $ 2,214   $ 16   $ 5,521   $ 1,261   $ 1,452   $ 10,464  

Allowance allocated to loans:

                                     

Individually evaluated for impairment

  $ 189   $     $ 666   $     $ 14   $ 870  

Collectively evaluated for impairment

    2,025     16     4,855     1,260     1,438     9,594  

Total

  $ 2,214   $ 16   $ 5,521   $ 1,261   $ 1,452   $ 10,464  

Loans:

                                     

Individually evaluated for impairment

  $ 1,325   $     $ 3,961   $ 514   $ 168   $ 5,968  

Collectively evaluated for impairment

    121,725     15,305     293,526     71,691     108,021     610,268  

Total

  $ 123,050   $ 15,305   $ 297,487   $ 72,205   $ 108,189   $ 616,236  

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 4. Loans (Continued)

        The following tables present loans that were modified as troubled debt restructurings during the years ended December 31:

 
  2015  
 
  Number of
Contracts
  Pre-
Modification
Outstanding
Recorded
Investment
  Post-
Modification
Outstanding
Recorded
Investment
  Charge-offs   Specific
Reserves
 
 
  (in thousands, except number of contracts)
 

Residential real estate

  $     $ 272   $ 67   $ 12   $ 38  

Total

  $     $ 272   $ 67   $ 12   $ 38  

 

 
  2014  
 
  Number of
Contracts
  Pre-
Modification
Outstanding
Recorded
Investment
  Post-
Modification
Outstanding
Recorded
Investment
  Charge-offs   Specific
Reserves
 
 
  (in thousands, except number of contracts)
 

Installment and personal

  $ 2   $ 8   $ 6   $     $ 6  

Total

  $ 2   $ 8   $ 6   $     $ 6  

        Included in impaired loans are certain loans that have been modified because of deterioration in the financial condition of the borrower. These loans are accounted for as troubled debt restructurings and totaled $1.8 million and $4.2 million as of December 31, 2015 and 2014, respectively. Troubled debt restructurings accruing interest totaled $759,000 and $2.8 million as of December 31, 2015 and 2014.

        In its estimate of the allowance for loan losses, management considers the probability of troubled debt restructurings re-default and its impact on expected cash flows. There were no troubled debt restructurings entered into during 2015 or 2014 that subsequently defaulted before December 31, 2015 or December 31, 2014.

Note 5. Other Real Estate Owned

        Details related to the activity in the other real estate owned ("OREO") portfolio, net of valuation reserve, for the periods ended December 31 are presented in the following table:

 
  2015   2014  
 
  (in thousands)
 

Beginning balance

  $ 2,195   $ 270  

Loans transferred to real estate owned

    362     2,094  

Land transferred to real estate owned

    131        

Direct write-downs

    (80 )   (6 )

Sale of real estate owned

    (1,478 )   (163 )

End of Year

  $ 1,130   $ 2,195  

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 5. Other Real Estate Owned (Continued)

        At December 31, 2015, the balance of OREO included $424,000 of foreclosed residential real estate properties recorded as a result of obtaining physical possession of the property. As of December 31, 2015, there were no consumer mortgage loans secured by residential real estate properties for which formal foreclosure is in process,.

        Activity in the valuation allowance was as follows for the periods ended December 31:

 
  2015   2014  
 
  (in thousands)
 

Beginning balance

  $ 12   $ 16  

Reductions from sales of real estate owned

    (86 )   (10 )

Direct write-downs

    80     6  

End of Year

  $ 6   $ 12  

        Expenses related to OREO, net of lease revenue, if any, for the periods ended December 31 includes:

 
  2015   2014  
 
  (in thousands)
 

Net loss (gain) on sales

  $ (269 ) $ (47 )

Provision for unrealized losses

    80     6  

Operating expenses, net of rental income

    (27 )   77  

OREO expense, net

  $ (216 )   36  

Note 6. Loan Servicing

        Mortgage loans serviced for others are not reported as assets. The principal balances of these loans as of December 31 are as follows:

 
  2015   2014  
 
  (in thousands)
 

FNMA

  $ 695,003   $ 685,454  

FHLMC

    1,039     1,352  

FHLB

    9,325        

Unpaid principal balance of mortgage loans serviced for others

  $ 705,367   $ 686,806  

        Custodial escrow accounts maintained in connection with serviced loans were $8.1 million and $7.2 million as of December 31, 2015 and 2014, respectively.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 6. Loan Servicing (Continued)

        Activity for loan servicing rights and the related valuation are as follows for the periods as of December 31:

 
  2015   2014  
 
  (in thousands)
 

Loan servicing rights

             

Beginning of year

  $ 4,840   $ 4,298  

Additions

    830     446  

Disposals

    (441 )   (338 )

Change in fair value due to changes in assumptions

             

Other changes in fair value

    (2 )   434  

End of year

  $ 5,227   $ 4,840  

        Fair value at December 31, 2015 was determined using discount rates ranging from 10.0% to 15.9% and prepayment speeds ranging from 5.6% to 31.9%, depending on the specific stratification of the specific right. Fair value at December 31, 2014 was determined using discount rates ranging from 9.6% to 15.5% and prepayment speeds ranging from 5.9% to 31.8%, depending on the specific stratification of the specific right.

Note 7. Derivative Financial Instruments

        The Company enters into contracts that meet the definition of derivative financial instruments in accordance with ASC 815-Derivatives and Hedging. Derivatives are used as part of a risk management strategy to address exposure to changes in interest rate inherent in the Company's origination and sale of certain residential mortgages into the secondary market. These derivative contracts used for risk management purposes include: (1) interest rate lock commitments provided to customers to fund mortgages intended to be sold; and (2) forward sale contracts for the future delivery of funded residential mortgages.

        Forward sale contracts are entered into when interest rate lock commitments are granted to customers in an effort to economically hedge the effect of future changes in interest rates on the commitments to fund mortgage loans intended to be sold ("the pipeline"), as well as on the portfolio of funded mortgages not yet sold (the "warehouse"). For accounting purposes, these derivatives are not designated as being in a hedging relationship. The contracts are carried at fair value on the Consolidated Balance Sheets, with changes in fair values recorded in the Consolidated Statements of Operations.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 7. Derivative Financial Instruments (Continued)

        Derivative financial instruments, as of December 31, are summarized as follows:

 
   
  2015    
   
 
 
  Balance Sheet
Location
  Notional
Amount
  Estimated
Fair Value
  Notional
Amount
  Estimated
Fair Value
 
 
   
  (in thousands)
 

Derivative Assets:

                             

Interest rate lock commitments

  Other assets   $ 5,201   $ 24   $ 2,669   $ 4  

Forward contracts to sell mortgage loans                   

  Other assets     6,950     36     1,980        

Total included in other assets

            $ 60              

Derivative Liabilities:

                             

Interest rate lock commitments

  Other liabilities   $ 2,490   $ 10   $ 1,472   $ 3  

Forward contracts to sell mortgage loans                   

  Other liabilities     6,400     36     5,650     19  

Total included in other liabilities

            $ 46         $ 22  

        Net derivative gains (losses) included in the consolidated statements of operations, in net gain on sale of loans, related to derivative financial instruments are summarized as follows:

 
  2015   2014  
 
  (in thousands)
 

Interest rate lock commitments

  $ 13   $ (4 )

Forward contracts to sell mortgage loans

    16     (60 )

Total

  $ 29   $ (64 )

Note 8. Premises and Equipment

        A summary of premises and equipment as of December 31 follows:

 
  2015   2014  
 
  (in thousands)
 

Land and land improvements

  $ 5,743   $ 5,810  

Buildings

    18,234     18,178  

Furniture, fixtures and equipment

    7,172     7,356  

Construction-in-progress

    161     8  

Leasehold improvements

    2,392     2,453  

    33,702     33,805  

Less accumulated depreciation

    (13,951 )   (13,888 )

  $ 19,751   $ 19,917  

Depreciation expense

  $ 1,780   $ 1,773  

        The Bank leases a facility in Rockford under a lease agreement dated January 1, 1998, from a land trust controlled by a related party. The lease requires minimum annual rental amounts, plus a prorated

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 8. Premises and Equipment (Continued)

share of any increase in taxes and expenses for the building. The lease expires December 31, 2019, and contains a provision for two consecutive five-year renewal options.

        The total minimum rental commitment at December 31, 2015, for the related party lease is $1.8 million, which is due during the next four years ending December 31, 2019. The projected annual commitment for each of the years remaining under the lease is $438 thousand per year.

        The total net rental expense included in the Consolidated Statements of Operations for the related party lease is $525,000 and $480,000 for 2015 and 2014, respectively.

        The Bank leases several banking facilities from non-related parties. Lease terms generally are for five-year periods, with varying options for two to five year renewals.

        The total minimum rental commitment at December 31, 2015, for leases from non-related parties is as follows:

Year Ending December 31,
  Amount of Future
Minimum Payments
 
 
  (in thousands)
 

2016

  $ 249  

2017

    239  

2018

    234  

2019

    161  

2020

    18  

  $ 901  

        The total rental expense included in the Consolidated Statements of Operations for leases from non-related parties is $267,000 and $241,000 for the year ended December 31, 2015 and 2014, respectively.

Note 9. Deposits

        The aggregate amounts of time deposits (including certificates of deposit) in denominations that meet or exceed the FDIC insurance limit of $250,000 were $37.7 million and $46.5.0 million as of December 31, 2015 and 2014, respectively.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 9. Deposits (Continued)

        At December 31, 2015, the scheduled maturities of certificates of deposit are as follows:

 
  Amount  
 
  (in thousands)
 

Matures During Year Ending December 31:

       

2016

  $ 136,334  

2017

    40,046  

2018

    25,054  

2019

    12,213  

2020

    25,118  

2021 and thereafter

    13,125  

Total certificates of deposit

  $ 251,890  

        The Company had brokered deposits of $24.4 million and $21.5 million as of December 31, 2015 and 2014, respectively.

Note 10. Borrowed Funds

        The Bank's borrowings at the Federal Home Loan Bank (FHLB) requires that the Bank be a member and invest in the stock of the FHLB. As of December 31, 2015, total borrowings are generally limited to the lower of 35% of total assets or the combination of 77% of the book value of certain mortgage loans and 56% of the book value of certain loans secured by other non-farm/non-residential commercial real estate properties. As of December 31, 2015, the Bank had advances totaling $5.3 million, which were fully collateralized by the loans pledged. At the same time, the Bank had excess collateral of $64.0 million available to secure future borrowings as compared to $30.1 million at December 31, 2014. The FHLB provides both fixed and floating rate advances as well as letter of credits issued on behalf of bank customers. The Bank had $1.5 million and $2.0 million in letters of credit outstanding at December 31, 2015 and 2014 respectively.

        Pursuant to collateral agreements with FHLB, advances were collateralized by qualifying first mortgage loans totaling approximately $58.2 million and $51.5 million at December 31, 2015 and 2014 respectively. In addition as of December 31, 2015, FHLB advances were further collateralized by loans secured by other non-farm/non- residential commercial real estate properties of $45.4 million.

        Federal Home Loan Bank advances outstanding as of December 31, 2015:

Description
  Maturity   Balance   Interest Rate  
 
  (in thousands)
 

Fixed Rate Term

  10/05/17   $ 1,500     1.02 %

Fixed Rate Term

  10/07/19     1,400     1.53 %

Fixed Rate Term

  08/29/22     2,400     3.46 %

      $ 5,300        

        The bank has entered into a forward advance commitment of $3,000,000 with the FHLB that has a mandatory disbursement requirement. This commitment must be funded on May 15, 2016. This

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 10. Borrowed Funds (Continued)

commitment carries a fixed interest rate of 2.59% and has a maturity date of May 15, 2020. As of December 31, 2015, the commitment had not been funded.

        Federal Home Loan Bank advances outstanding as of December 31, 2014:

Descrietion
  Maturity   Balance   Interest Rate  
 
  (in thousands)
 

Fixed Rate Term

  10/05/17   $ 1,500     1.02 %

Fixed Rate Term

  10/07/19     1,400     1.53 %

Fixed Rate Term

  08/29/22     2,400     3.46 %

      $ 5,300        

        In addition to the above borrowing activity, the Bank participates in FHLB Community Investment Programs including the Competitive Affordable Housing Program ("AHP"), which assists qualified borrowers with obtaining funding for housing related projects. While the borrower retains primary responsibility for administering the funds advanced under such programs, the Bank agrees to sponsor the borrower and provide program oversight for such funds. That off-balance sheet commitment activity is discussed in Note 13 to these consolidated financial statements.

        The Bank participates in the Federal Reserve Bank's Discount Window Borrower-In-Custody Program. Under this Program, the Bank can borrow from the Federal Reserve based on the value of eligible loans and securities. As of December 31, 2015 and 2014, the Bank's availability under this Program was $53.8 million and $26.3 million, respectively. There were no outstanding borrowings at December 31, 2015 and 2014.

        The Company has a $10.0 million revolving line of credit, originating in 2014, with a $150,000 balance outstanding as of December 31, 2015. There was no balance on this line as of December 31, 2014. The revolving line of credit matures on May 14, 2016. Prepayments can be made on the note without penalty. Advances on the line of credit are secured by all of the shares of capital stock of the Bank. The loan agreement contains certain restrictive covenants.

Note 11. Benefit Plans

        The Company has a profit-sharing plan covering substantially all employees. Participants are not required to contribute, but may make voluntary contributions up to legal limits. The Company is required to match each participant's contribution up to 3% of the participant's compensation. The plan provides for discretionary contributions to be determined annually by the Board of Directors. Total discretionary and matching contributions charged to expense, net of forfeitures, were $1.1 million and $1.3 million for the years ended December 31, 2015 and 2014, respectively.

        The Company maintains a voluntary Nonqualified Deferred Compensation Plan (Plan) for all directors and certain executive officers of the Company. The Plan allows directors to defer some or all of their compensation. The Company may also elect to make additional discretionary contributions to the Plan. Compensation is deferred into various investment account types at the direction of the director or executive officer. As of December 31, 2015 and 2014, the Company had accrued $1.7 million and $1.5 million, respectively, in deferred director and officer compensation.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 11. Benefit Plans (Continued)

        The Bank has purchased life insurance contracts for certain employees. The Bank is the owner and co-beneficiary of the life insurance policies, which provide an aggregate death benefit of approximately $62.0 million and $61.9 million at December 31, 2015 and 2014, respectively. The liability for the co-beneficiaries is $254,000 and $176,000 at December 31, 2015 and 2014, respectively, and the related expense for the years then ended was $78,000 and $176,000, respectively. These policies have cash surrender values of $21.2 million and $20.5 million at December 31, 2015 and 2014, respectively.

Note 12. Long-Term Incentive Plan

        The 2015 Alpine Bancorporation, Inc., Restricted Stock Plan ("Incentive Plan") was approved by the duly authorized Compensation Committee of the Company's Board of Directors in November 2015 subject to shareholder consent, which was subsequently received in December 2015. The Incentive Plan authorizes the issuance of up to 450,000 shares of the Company's stock and includes the granting of restricted stock units ("RSU") and restricted stock. Stock based awards may be granted to selected directors and officers or employees at the discretion of the Compensation Committee of the Board of Directors, which also has discretionary authority to change some terms. The terms of an award require achievement of certain performance targets including metrics for minimum performance thresholds for an award to be earned. The performance period is generally three years from the date of award, but allows up to an additional ten-week calculation period to finalize the earned award amount. These awards have no voting or dividend rights and are subject to forfeiture until certain restrictions have lapsed including the employment period. Awards granted under the Incentive Plan become fully vested upon a merger or change in control of the Company.

        The remaining awards issuable under the plan were 402,898 as of December 31, 2015. On December 17, 2015, the Compensation Committee of the Board authorized 47,102 Restricted Share Unit Awards at a fair value of $14.73 per share, or $693,812, and an award effective date of January 1, 2016. The vesting period commenced on the same date. As a result, no compensation cost was charged against income for the period ended December 31, 2015.

Note 13. Off-Balance-Sheet Risk, Commitments, and Contingent Liabilities

        To meet the financing needs of its customers, the Bank, as a subsidiary of the Company, is a party to various financial instruments with off-balance-sheet risk in the normal course of business. These off-balance-sheet financial instruments include commitments to originate and sell loans as well as financial standby, performance standby and commercial letters of credit. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheet. The Bank's exposure to credit loss for loan commitments and letters of credit is represented by the dollar amount of those instruments. Commitments may expire without being used. Management generally uses the same credit policies and collateral requirements in making commitments and conditional obligations as for on-balance-sheet instruments.

        Exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of these instruments. The Bank uses the same credit policies in making commitments and conditional obligations as for on-balance-sheet instruments.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 13. Off-Balance-Sheet Risk, Commitments, and Contingent Liabilities (Continued)

        Standby and performance letters of credit are considered financial guarantees in accordance with generally accepted accounting principles. These letters of credit are typically issued for a period of one year, but can be extended depending on customer needs. As of December 31, 2015, the maximum remaining term for any outstanding letters of credit was approximately 6 years, expiring on June 15, 2021.

        Financial instruments outstanding whose contract amounts represent off-balance-sheet credit risk are as follows:

 
  December 31,  
 
  2015   2014  
 
  (in thousands)
 

Commitments to extend credit

  $ 38,136   $ 41,513  

Unfunded lines of credit

    187,706     173,038  

Standby letters of credit

    4,721     4,794  

Performance letters of credit

    1,815     2,444  

Less commitments to sell participations

    (11,749 )   (5,536 )

        Included in the amounts in the above table are commitments to extend credit and standby letters of credit to directors, officers, and principal shareholders of the Company and the Bank. A summary of commitments and letters of credits to insiders is as follows:

 
  December 31,  
 
  2015   2014  
 
  (in thousands)
 

Unfunded lines of credit

  $ 12,578   $ 12,724  

Performance letters of credit

    215     215  

        Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on management's credit evaluation of the party. Collateral held varies, but may include accounts receivable, crops, livestock, inventory, property and equipment, residential real estate, and income-producing commercial properties.

        Unfunded lines of credit are agreements to lend to a customer as long as there is no violation of any conditions established in the contract and may be drawn upon a borrowers' discretion.

        Standby and performance letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral held varies as specified above and is required in instances which management deems necessary. In the event the customer does not perform in accordance with the terms of the agreement with the third party, the Company would be required to fund the commitment. The maximum potential amount of future payments the Company

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 13. Off-Balance-Sheet Risk, Commitments, and Contingent Liabilities (Continued)

would be required to make is represented by the contractual amounts shown in the summary above. If the commitment were funded, the Company would be entitled to seek recovery from the customer.

Unfunded Commitment and Repurchase Loan Reserves

        In addition to the allowance for loan losses reflected on the Consolidated Balance Sheets, management estimated a reserve for off balance sheet liabilities related to unfunded loan commitments at December 21, 2015. The Bank also has a separate reserve for the estimated liability to repurchase previously sold loans. The reserve for unfunded loan related commitments includes unfunded commitments to lend as well as commercial, performance, and standby letters of credit. Both of these reserves are classified in other liabilities on the Consolidated Balance Sheets. The respective balance of each of these reserves for the periods ending December 31 is as follows:

 
  2015   2014  
 
  (in thousands)
 

Reserve for unfunded commitments

             

Beginning balance

  $          $         

Provision for unfunded commitments

    45        

Ending reserve for unfunded commitments

  $ 45        

 

 
  2015   2014  
 
  (in thousands)
 

Reserve for repurchased loans

             

Beginning balance

  $ 249   $ 154  

Charge-off

    (189 )   (155 )

Recovery

    86        

Provision for repurchased loans

    125     250  

Ending reserve for repurchased loans

  $ 271   $ 249  

        The amount of the allowance for unfunded loan commitments is determined using a reserve rate estimate that applies to each associated category multiplied by the unfunded commitment amount. The reserve also covers potential loss on commercial, performance, and standby letters of credit outstanding for which the Bank may be unable to recover the amount outstanding.

        Loans intended to be sold are originated in accordance with specific criteria established by the investor agencies—these are known as "conforming loans". During the sale of these loans, certain representations and warranties are made that the loans conform to these previously established underwriting standards. In event that any of these representations and warranties or standards are found to be out of compliance, the Company may be responsible for repurchasing the loan at the unpaid principal balance or indemnifying the buyer against loss related to those loans. The estimated amount of the reserve for repurchased loans is determined by a review of investor requests regarding reimbursement and the probability of future payment.

        As disclosed in Note 10 to these consolidated financial statements, the Bank is a member of the Federal Home Loan Bank of Chicago. As such, the Bank participates in FHLB Community Investment

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 13. Off-Balance-Sheet Risk, Commitments, and Contingent Liabilities (Continued)

Programs including the Competitive Affordable Housing Program ("AHP"), which assists borrowers with obtaining funding for qualified housing related projects. While the borrower retains primary responsibility for administering the funds advanced under this program, the member Bank agrees to act as sponsor and provide program oversight for those funds. As of December 31, 2015, the approved and disbursed amounts under the AHP program were $1.6 million and $240,000, respectively, as compared to $780,000 and $96,000 approved and disbursed, respectively, at December 31, 2014.

        The Company offers a deposit product, secured by investment in a third-party mutual fund that is not recorded in the balance sheet. Deposits and withdrawals are swept daily to and from the fund. The Company has no direct claim to the fund investments. Off-balance-sheet mutual fund deposits totaled $17.7 million and $20.4 million for years ended December 31, 2015 and 2014, respectively.

        Loss Contingencies:    Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are such matters that will have a material effect on the financial statements.

Note 14. Fair Value Measurement

        Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Generally accepted accounting principles establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that maybe used to measure fair value:

        Any transfers between levels are deemed to have occurred at the end of the reporting period. For the years ended December 31, 2015, and 2Q14 there were no significant transfers between levels. A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

        Securities:    Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would include highly liquid government bonds and exchange traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flow. Level 2 securities would include U.S. agency securities, mortgage-backed agency securities, obligations of states and political subdivisions and certain corporate, asset backed and other securities. For

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 14. Fair Value Measurement (Continued)

securities where quoted prices or market prices are not available, Level 3 is utilized. Level 3 fair values are calculated by management on a quarterly basis using discounted cash flows. These discounted cash flow calculations incorporate loss severities, volatility, credit spreads, defaults, deferrals and illiquidity.

        Derivatives:    Derivatives instruments such as interest rate lock commitments and forward contracts are valued by means of pricing models based on readily observable market parameters such as interest rate yield curves and option pricing volatilities (Level 2).

        Loans held-for-sale: Loans held-for-sale are carried at fair value, in accordance with The Fair Value Option for Financial Assets and Financial Liabilities. The fair value of loans held-for-sale is determined using quoted market prices for similar assets (Level 2).

        Mortgage servicing rights: Mortgage servicing rights do not trade in an active market with readily observable prices. Accordingly, the Bank determines the fair value of mortgage servicing rights by estimating the present value of the future cash flows associated with the loans being serviced. Key economic assumptions used in measuring the fair value of mortgage servicing rights include prepayment speeds and discount rates. While market-based data is used to determine the input assumptions, the Bank incorporates its own estimates of assumptions market participants would use in determining fair value of mortgage servicing rights (Level 3).

        Impaired loans:    The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan losses is established. The specific reserves for collateral dependent impaired loans are generally based on the fair value of the collateral less estimated costs to sell. For loans collateralized by real estate, the fair value of collateral was determined based on appraisals, net estimated costs to sell.

        Appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non real estate collateral may be valued using an appraisal, book values, or aging reports adjusted or discounted based on management's historical knowledge, changes in market conditions from the time of the valuation, and managements expertise and knowledge of the client and client's business, resulting in Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

        Other Real Estate Owned:    Nonrecurring adjustments to certain commercial and residential real estate properties classified as other real estate owned are measured at the lower of carrying amount or fair value, less costs to sell. Fair values are generally based on third party appraisals of the property. Appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Other real estate owned properties are evaluated on a quarterly basis for additional impairment and adjusted accordingly. In cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 14. Fair Value Measurement (Continued)

        The following tables provide the hierarchy and fair value for each major category of assets and liabilities measured at fair value at December 31, 2015:

 
  Fair Value Measurement Using  
 
  Level 1   Level 2   Level 3   Total  
 
  (in thousands)
 

Assets:

                         

Securities available-for-sale:

                         

U.S. Government and federal agency

  $ 42,580   $ 115,728   $     $ 158,308  

State and municipal bond

          96,007           96,007  

Residential mortgage backed securities

          100,652           100,652  

Corporate Bonds

          1,039           1,039  

CD investments

          250           250  

Marketable equity securities

    7,747                 7,747  

Loan held for sale, at fair value

          8,763           8,763  

Mortgage servicing rights

                5,227     5,227  

Derivatives

          60           60  

Liabilities:

                         

Derivatives

  $     $ 46   $     $ 46  

        Assets and Liabilities measured at fair value on a non-recurring basis

 
  Fair Value Measurement Using  
 
  Level 1   Level 2   Level 3   Total  
 
  (in thousands)
 

Assets:

                         

Collateral dependent impaired loans, net of specific reserves

  $            $            $ 85   $ 85  

Foreclosed assets

                1,130     1,130  

        The impaired loans that were written down to fair value amounted to $738,000 as of December 31, 2015. There were no impaired loans on which a charge-off had been recorded and a reserve existed at December 31, 2015. The remaining $738,000 of impaired loans includes a specific reserve of $653,000 at December 31, 2015, which is included in the allowance for loan losses.

        Foreclosed assets, which are measured at the lower of carrying value or fair value less costs to sell, were carried at their fair value of $1.1 million.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 14. Fair Value Measurement (Continued)

        The following is a reconciliation of assets measured as fair value on a recurring basis using significant unobservable inputs (level 3):

 
  Year Ended December 31,  
 
  2015   2014  

Mortgage Servicing Rights

             

Beginning balance

  $ 4,840   $ 4,298  

Total gains or losses included in earnings

    (2 )   434  

Issuances

    389     108  

Ending Balance

  $ 5,227   $ 4,840  

        The following table presents quantitative information about level 3 fair value measurements for financial instruments measured at fair value at December 31, 2015:

 
  Fair Value
(in thousands)
  Valuation Technique   Unobservable Input

Mortgage servicing rights

  $ 5,227   Discounted cash flows. As discussed in Note 6 to these consolidated financial statements.   Prepayment rates. As discussed in Note 6 to these consolidated financial statements.

Collateral dependent impaired loans, net of specific reserves

 
$

85
 

Sales comparison approach

 

Appraised values

Other real estate owned

 
$

1,130
 

Sales comparison approach

 

Appraised values

        As detailed in Note 4 to these consolidated financial statements, the Bank reduced the appraised values by selling and holding costs, which were estimated at 10% for the period ended December 31, 2015, and 20% for the period ended December 31, 2014.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 14. Fair Value Measurement (Continued)

        The following tables provide the hierarchy and fair value for each major category of assets and liabilities measured at fair value at December 31, 2014:

 
  Fair Value Measurement Using  
 
  Level 1   Level 2   Level 3   Total  
 
  (in thousands)
 

Assets:

                         

Securities available-for-sale:

                         

U.S. Government and federal agency

  $ 68,654   $ 127,056   $     $ 195,710  

State and municipal bond

          107,824           107,824  

Residential mortgage backed securities

          121,743           121,743  

Corporate Bonds

          2,619           2,619  

CD investments

          750           750  

Marketable equity securities

    6,743                 6,743  

Loan held for sale, at fair value

          8,010           8,010  

Mortgage servicing rights

                4,840     4,840  

Derivatives

          7           7  

Liabilities:

                         

Derivatives

  $     $ 22   $     $ 22  

        Assets and Liabilities measured at fair value on a non-recurring basis

 
  Fair Value Measurement Using  
 
  Level 1   Level 2   Level 3   Total  
 
  (in thousands)
 

Assets:

                         

Collateral dependent impaired loans, net of specific reserves

  $            $            $ 1,292   $ 1,292  

Foreclosed assets

                2,195     2,195  

        The impaired loans that were written down to fair value amounted to $2.2 million as of December 31, 2014'. Of this amount, there was $465,000 of loans for which a charge-off was recorded and as a result, there was no specific reserve necessary. There were no impaired loans on which a charge-off had been recorded and a reserve existed at December 31, 2014. The remaining $1.7 million of impaired loans includes a specific reserve of $870,000 at December 31, 2014, which is included in the allowance for loan losses.

        Foreclosed assets, which generally consists of other real estate properties, are measured at the lower of carrying value or fair value less costs to sell, were carried at their fair value of $2.2 million.

Note 15. Fair Value of Financial Instruments

        The FASB specifies the disclosure of the estimated fair value of financial instruments. The Company's estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to develop the estimates of fair value. Accordingly, the estimates are not necessarily indicative of the amounts the Company could have realized in a current market exchange. The use of different market

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 15. Fair Value of Financial Instruments (Continued)

assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

        Fair value estimates are subjective in nature, involve uncertainties and matters of significant judgment, and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

        The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

        Cash and cash equivalents: For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

        Securities:    See Note 14—Fair Value Measurement in the notes to these consolidated financial statements for additional discussion.

        Non-marketable equity securities:    No ready market exists for the equity securities, as they have no quoted market value. The carrying amount of equity securities approximates their fair value.

        Loans, net:    The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings for the same remaining maturities.

        Loans held-for-sale:    See Note 14—Fair Value Measurement in the notes to these consolidated financial statements for additional discussion.

        Banked-owned life insurance:    The carrying amount of the cash surrender value of life insurance approximates its fair value as the carrying value represents the current settlement amount.

        Deposits:    The fair value of demand deposits, savings accounts and certain money market deposits is the amount payable at the reporting date. The fair value of time deposits is estimated using discounted future cash flows as current rates offered for deposits of similar remaining maturities.

        FHLB advances:    The fair value of FHLB advances was estimated considering current interest rates for similar advances plus any estimated prepayment penalties.

        Accrued interest:    The carrying amounts of accrued interest approximate fair value.

        Off-balance-sheet financial instruments:    No estimated fair value is attributable to unused lines of credit and letters of credit. Fair Value Measurement of derivative financial instruments related to mortgage loan origination is discussed in Note 7—Derivative Financial Instruments in the notes to these consolidated financial statements.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 15. Fair Value of Financial Instruments (Continued)

        The estimated fair values of the Company's financial instruments as of December 31 are as follows:

 
  December 31, 2015  
 
  Carrying
Value
  Fair
Value
  Level 1   Level 2   Level 3  
 
  (in thousands)
 

Financial Assets:

                               

Cash and cash equivalents

  $ 47,891   $ 47,891   $ 47,891   $     $    

Securities available-for-sale

    364,003     364,003     50,327     313,676        

Securities held-to-maturity

    5,000     4,988           4,988        

Non-marketable equity securities

    3,759     3,759           3,759        

Bank-owned life insurance (BOLi)

    21,215     21,215           21,215        

Loans held-for-sale, at fair value

    8,763     8,763           8,763        

Loans, net

    718,125     717,307           717,222     85  

Accrued interest receivable

    4,830     4,830     4,830              

Financial Liabilities:

   
 
   
 
   
 
   
 
   
 
 

Non-interest bearing deposits

  $ 289,919   $ 289,919   $ 289,919   $     $    

Interest bearing deposits

    793,203     794,981           794,981        

FHLB Advances

    5,300     5,490           5,490        

Other borrowings

    150     150           150        

Accrued interest payable

    746     746     746              

 

 
  December 31, 2014  
 
  Carrying
Value
  Fair
Value
  Level 1   Level 2   Level 3  
 
  (in thousands)
 

Financial Assets:

                               

Cash and cash equivalents

  $ 50,091   $ 50,091   $ 50,091   $     $    

Securities available-for-sale

    435,389     435,389     75,397     359,992        

Non-marketable equity securities

    3,759     3,759           3,759        

Bank-owned life insurance (BOLi)

    20,537     20,537           20,537        

Loans held-for-sale, at fair value

    8,010     8,010           8,010        

Loans, net

    605,772     605,474           604,182     1,292  

Accrued interest receivable

    5,037     5,037     5,037              

Financial Liabilities:

   
 
   
 
   
 
   
 
   
 
 

Non-interest bearing deposits

  $ 251,075   $ 251,075   $ 251,075   $     $    

Interest bearing deposits

    787,617     788,353           788,353        

FHLB Advances

    5,300     5,479           5,479        

Accrued interest payable

    956     956     956              

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 16. Regulatory Matters

        Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve qualitative measures of assets, liabilities and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgement by regulators. Failure to meet capital requirements can initiate regulatory action. The final rules implementing Basel Committee on Banking Supervision's capital guidelines for U.S. Banks (Basel Ill rules) became effective for the Company on January 1, 2015 with full compliance with all of the requirements being phased in over a multi-year schedule and fully phased in by January 1, 2019. The net unrealized gain or loss on available-for-sale securities is not included in computing regulatory capital. Capital ratios for December 31, 2014 are calculated using Basel I rules. Management believes as of December 31, 2015, the Company and Bank meet all capital adequacy requirements to which they are subject.

        Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, although these items are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as to asset growth and expansion, and capital restoration plans are required. At December 31, 2015 and 2014, the Bank is considered as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution's category.

        All capital ratios and regulatory capital information for 2015 give full effect to the Basel Ill capital regulations in effect as of January 1, 2015. All other capital ratios and regulatory capital information for the prior period reflect the regulatory regulations in effect for the relevant time period. The actual

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 16. Regulatory Matters (Continued)

capital amounts and ratios for the Company and Bank as of December 31 are presented in the following table:

 
   
   
  Minimum
Required for
Capital Adequacy
Purposes
  Minimum
Required to Be
Well Capitalized
Under Prompt
Corrective Action
Requirements
 
 
  Amount   Ratio   Amount   Ratio   Amount   Ratio  
 
  (dollars in thousands)
 

As of December 31, 2015

                                     

Total Capital to risk-weighted assets

                                     

Company

  $ 113,732     13.01 % $ 69,960     8.00 %   NA     NA  

Bank

    113,258     12.96 %   69,911     8.00 %   87,389     10.00 %

lier 1 (Core) Capital to risk-weighted assets

                                     

Company

  $ 103,587     11.85 % $ 52,470     6.00 %   NA     NA  

Bank

    103,134     11.80 %   52,433     6.00 %   69,911     8.00 %

Common Equity lier 1 Capital to risk-weighted assets (CET1)

                                     

Company

  $ 103,587     11.85 % $ 39,352     4.50 %   NA     NA  

Bank

    103,134     11.80 %   39,325     4.50 %   56,803     6.50 %

lier 1 (Core) Capital to average assets (leverage)

                                     

Company

  $ 103,587     8.56 % $ 48,432     4.00 %   NA     NA  

Barik

    103,134     8.52 %   48,411     4.00 %   60,514     5.00 %

As of December 31, 2014

   
 
   
 
   
 
   
 
   
 
   
 
 

Total Capital to risk-weighted assets

                                     

Company

  $ 109,338     14.39 % $ 60,786     8.00 %   NA     NA  

Bank

    108,865     14.34 %   60,749     8.00 %   75,936     10.00 %

lier 1 (Core) Capital to risk-weighted assets

                                     

Company

  $ 99,793     13.13 % $ 30,393     4.00 %   NA     NA  

Bank

    99,322     13.08 %   30,374     4.00 %   45,561     6.00 %

lier 1 (Core) Capital to average assets (leverage)

                                     

Company

  $ 99,793     8.48 % $ 47,073     4.00 %   NA     NA  

Bank

    99,322     8.45 %   47,044     4.00 %   58,805     5.00 %

        Dividend Restrictions-The Company's principal source of funds for dividend payments is dividends received from the Bank. Banking regulations limit the amount of dividends that may be paid without prior approval of regulatory agencies. Under these regulations, the amount of dividends that may be paid in any calendar year is limited to the current year's profits, combined with the retained profit of the previous two years, subject to the capital requirements described above. Pursuant to the Basel Ill rules that came into effect January 1, 2015, the Bank must keep a buffer of 0.625% for 2016, 1.25% for 2017, 1.875% for 2018, and 2.5% for 2019 and thereafter of minimum capital requirements in order to avoid additional limitations on capital distributions.

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 17. Related-Party Transactions

        Loans to principal officers, directors and their affiliates during 2015 were as follows (in thousands):

Beginning balance

  $ 35,857  

Prinicpal advances

    3,689  

Effect in changes in composition of related parties

    (18,578 )

Repayments

    (2,063 )

Ending balance

  $ 18,905  

        These loans were made substantially in the same terms, including interest rates and collateral as those prevailing at the same time for comparable transactions with other persons and did not involve more than normal risks of collectability. The total of unfunded loan commitments to related parties is detailed in Note 13 to these consolidated financial statements.

        Deposit accounts from principal officers, directors and their affiliates at December 31, 2015 and 2014 totaled $8.9 million and $7.6 million, respectively.

        The Company also leases a facility from a related party as detailed in Note 8 to these consolidated financial statements.

Note 18. Stock Split

        Effective December 28, 2015, with Board approval, the Certificate of Incorporation was amended in order to effect a 150 for 1 stock split, to increase the number of authorized shares of common stock from 100,000 to 15,000,000, and to change the par value per share from no par to $1.00 par value. All references in the accompanying consolidated financial statements to the number of common shares and per-share amounts for 2014 have been restated to reflect the stock split.

Note 19. Earnings per Share

        Basic earnings per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of shares determined for the basic earnings per common share computation plus any dilutive effects if applicable.

        The factors used in the earnings per share computation follows:

 
  2015   2014  

Net income (in thousands)

  $ 14,192   $ 13,768  

Basic potential common shares:

             

Weighted average common shares outstanding

    8,493,454     7,824,699  

Dilutive potential common shares

             

Dilutive weighted averages hares outstanding

    8,493,454     7,824,699  

Basic earnings per share

  $ 1.67   $ 1.76  

Diluted earnings per share

  $ 1.67   $ 1.76  

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 20. Parent Company Only Condensed Financial Information

        Condensed Balance Sheets as of December 31 are as follows:

 
  2015   2014  
 
  (in thousands)
 

Assets

             

Cash and cash equivalents

  $ 175   $ 155  

Investments in subsidiaries

    109,454     107,029  

Other assets

    633     469  

Total assets

  $ 110,262   $ 107,653  

Liabilities

             

Loans Payable

  $ 150   $    

Other liabilities

    158     153  

Total liabilities

    308     153  

Stockholders' Equity

   
 
   
 
 

Total stockholders' equity

    109,954     107,500  

Total liabilities and stockholders' equity

    1   $ 107,653  

        Condensed Statements of Operations for the years ended December 31 are as follows:

 
  2015   2014  
 
  (in thousands)
 

Operating income

             

Dividends from subsidiaries

  $ 10,950   $ 12,620  

Other income

    333     295  

    11,283     12,915  

Operating Expenses

   
 
   
 
 

Subordinated debt interest expense

          963  

Other interest expense

          16  

Other expenses

    466     741  

    466     1,720  

Income before income taxes

   
10,817
   
11,195
 

Income tax benefit

          (21 )

Income before equity in undistributed net income of subsidiaries

    10,864     11,216  

Equity in undistributed net income of subsidiaries

    3,328     2,552  

Net income available to common stockholders

  $ 14,192   $ 13,768  

Other Comprehensive income

  $ 13,330   $ 18,446  

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ALPINE BANCORPORATION, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2015 and 2014

Note 20. Parent Company Only Condensed Financial Information (Continued)

        Condensed Statements of Cash Flow for the years ended December 31 are as follows:

 
  2015   2014  
 
  (in thousands)
 

Cash flows from operating activities

             

Net income

             

Adjustments to reconcile net income to net cash provided by operating activities

  $ 14,192   $ 13,768  

Increase in equity in undistributed net income of subsidiaries

    (3,328 )   (2,552 )

Change in other assets

    (123 )   (57 )

Change in other liabilities

    5     (48 )

Net cash used in operating activities

    10,746     11,111  

Cash flows from investing activities

             

Proceeds from maturities and calls, including paydown of securities

          410  

Net cash provided by investing activities

          410  

Cash flows from financing activities

             

Repayment of subordinated debentures

             

Proceeds from line of credit, net

    150     (13,450 )

Dividends paid

    (10,452 )   (8,749 )

Purchase of treasury shares

    (543 )      

Sales of treasury shares

    119        

Net proceeds from issuance of common stock

          10,825  

Net cash used in financing activities

    (10,726 )   (11,374 )

Net change in cash and cash equivalents

    20     147  

Cash and cash equivalents at beginning of period

    155     8  

Cash and cash equivalents at end of period

    175   $ 155  

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Table of Contents


Alpine Bancorporation, Inc. and Subsidiaries

Consolidated Balance Sheet—(unaudited)

(In thousands, except share data)

 
  September 30, 2017  

Assets

       

Cash and due from banks

  $ 25,312  

Interest bearing deposits with financial institutions

    7,403  

Cash and cash equivalents

    32,715  

Securities available-for-sale

    334,286  

Securities held-to-maturity

    5,496  

Loans held-for-sale, at fair value

    10,308  

Loans held for investment

    822,660  

Less: allowance for loan losses

    (9,751 )

Loans held for investment, net

    812,909  

Federal Home Loan Bank Stock, at cost

    1,355  

Federal Reserve Bank Stock, at cost

    1,118  

Premises and equipment, net

    24,078  

Other real estate owned, net

    75  

Mortgage servicing rights, at fair value

    6,098  

Bank-owned life insurance

    22,330  

Accrued interest receivable

    5,319  

Other assets

    8,384  

Total assets

  $ 1,264,471  

Liabilities

       

Deposits:

       

Non-interest bearing demand

  $ 333,776  

Interest bearing:

       

Savings, NOW, and money market

    591,366  

Time

    195,727  

Total deposits

    1,120,869  

FHLB Advances

    20,114  

Other borrowings

     

Accrued interest payable

    459  

Accrued taxes and employee salaries & benefits

    4,993  

Other liabilities

    7,510  

Total liabilities

    1,153,945  

Stockholders' Equity

       

Common stock

    8,475  

Treasury stock

    (453 )

Additional paid-in capital

    10,196  

Retained earnings

    90,635  

Accumulated other comprehensive income

    1,673  

Total stockholders' equity

    110,526  

Total liabilities and stockholders' equity

  $ 1,264,471  

F-106


Table of Contents


Alpine Bancorporation, Inc. and Subsidiaries

Consolidated Statements of Operations—(Unaudited)

(In thousands)

 
  Nine Months
Ended
September 30,
 
 
  2017   2016  

Interest and dividend income

             

Loans, including fees

  $ 25,519   $ 23,071  

Securities:

             

Taxable

    4,074     4,096  

Tax-exempt

    1,579     1,579  

Dividends

    209     195  

Federal funds sold and other

    185     232  

Total interest and dividend income

    31,566     29,173  

Interest expense

             

Deposits

    1,659     2,155  

Securities sold under repurchase agreements

         

Federal funds purchased

         

Line of credit

        1  

Other borrowed funds

    349     306  

Total interest expense

    2,008     2,462  

Net interest and dividend income

    29,558     26,711  

Provision for loan losses

        200  

Net interest and dividend income after provision for loan losses

    29,558     26,511  

Non-interest income

             

Trust income

    5,483     5,023  

Service charges on deposits

    2,846     2,745  

Mortgage servicing income, net of changes in fair value

    2,263     1,697  

Net gain on sale of loans

    2,265     2,704  

Net gain on sales of securities

    190     1,358  

Increase in cash surrender value of bank-owned life insurance

    463     490  

Debit card interchange income

    2,794     2,430  

Commercial card processing income

    448     505  

Other income

    1,089     1,040  

Total non-interest income

    17,841     17,992  

Non-interest expense

             

Salaries and employee benefits

    21,444     20,794  

Occupancy expense, net

    2,096     2,152  

Furniture and equipment expense

    1,271     1,312  

FDIC Insurance

    463     470  

Data processing

    2,902     2,595  

Card processing

    1,242     987  

Communications

    743     811  

Professional fees

    828     1,162  

Directors Fees

    230     185  

Advertising

    522     646  

Other real estate expense, net

    2     149  

Other expense

    2,940     2,619  

Total non-interest expense

    34,683     33,882  

Income before income taxes

    12,716     10,621  

Provision for income taxes

    132     123  

Net income

  $ 12,584   $ 10,498  

F-107


Table of Contents


Alpine Bancorporation, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income—Unaudited

(In thousands)

 
  Nine Months
Ended September 30,
 
 
  2017   2016  

Net income

  $ 12,584   $ 10,498  

Unrealized holding losses (gains) on available-for-sale securities arising during the period

    (190 )   (1,358 )

Less: Reclassification adjustment for the net gains realized during the period

    190     1,358  

Total other comprehensive loss

         

Comprehensive income

  $ 12,584   $ 10,498  

F-108


Table of Contents


Alpine Bancorporation, Inc. and Subsidiaries

Consolidated Statements of Stockholders' Equity

Nine Months Ended September 30, 2017 and 2016

(In thousands)

 
  Common
Stock
  Additional
Paid-in
Capital
  Retained
Earnings
  Treasury
Stock
  Accumulated
Other
Comprehensive
Income
  Total
Stockholders'
Equity
 

Balance, January 1, 2017

  $ 8,475   $ 10,191   $ 89,725   $   $ 779   $ 109,170  

Net income

            12,584             12,584  

Other comprehensive loss

                    894     894  

Purchase of treasury stock

                (498 )       (498 )

Sale of treasury stock

        5         45         50  

Contribution of land

                         

Cash dividends declared

            (11,674 )           (11,674 )

Balance, September 30, 2017

  $ 8,475   $ 10,196   $ 90,635   $ (453 ) $ 1,673   $ 110,526  

Balance, January 1, 2016

 
$

8,475
 
$

10,103
 
$

85,009
 
$

 
$

6,367
 
$

109,954
 

Net income

            10,498             10,498  

Other comprehensive loss

                    1,438     1,438  

Purchase of treasury stock

                (546 )       (546 )

Sale of treasury stock

                542         542  

Contribution of land

        88                 88  

Cash dividends declared

            (9,724 )           (9,724 )

Balance, September 30, 2016

  $ 8,475   $ 10,191   $ 85,783   $ (4 ) $ 7,805   $ 112,250  

F-109


Table of Contents


Alpine Bancorporation, Inc. and Subsidiaries

Consolidated Statements of Cash Flows—Unaudited

Nine Months Ended September 30, 2017 and 2016

(In thousands)

 
  Nine Months ended September 30,  
 
  2017   2016  

Cash flows from operating activities

             

Net income

  $ 12,584   $ 10,498  

Adjustments to reconcile net income to net cash provided by

             

operating activities

             

Depreciation and amortization of premises and equipment

    1,450     1,372  

Net change in fair value of mortgage servicing rights

    (327 )   347  

Provision for loan losses

        200  

Originations of loans held-for-sale

    (103,486 )   (135,154 )

Proceeds from sales of loans held-for-sale

    109,010     132,940  

Net gain on sale of loans

    (2,264 )   (2,704 )

Increase in cash surrender value of bank-owned life insurance

    (463 )   (490 )

Net discount (accretion)/premium amortization on securities

    3,000     3,127  

Net gain on sale of securities

    (190 )   (1,358 )

Net gains on sale of other real estate owned

    (3 )   (44 )

Provision for other real estate owned losses

        159  

Net (gain) loss on disposal of fixed assets

    107     18  

Change in accrued interest receivable and other assets

    (741 )   (617 )

Change in accrued interest payable and other liabilities

    2,373     2,406  

Net cash provided by operating activities

    21,050     10,700  

Cash flows from investing activities

             

Proceeds from maturities and calls, including paydown on securities available-for-sale

    29,883     28,512  

Proceeds from sales of securities available-for-sale

    7,701     44,314  

Purchases of securities available-for-sale

    (32,575 )   (53,776 )

Purchases of securities held-to-maturity

        (495 )

Purchases of FHLB and FRB stock

    (2,359 )    

Proceeds from sales of FHLB and FRB stock

    3,645      

Loan originations and principal collections, net

    (23,226 )   (50,745 )

Recoveries of loans charged off

    472     298  

Proceeds from sales of other real estate owned

    1,775     477  

Proceeds from disposition of premises and equipment

    3     15  

Net purchases of premises and equipment

    (4,129 )   (2,720 )

Net cash used in investing activities

    (18,810 )   (34,120 )

Cash flows from financing activities

             

Net change in deposits

    11,423     28,339  

Proceeds from FHLB advances

    181,290     16,500  

Repayment of FHLB advances

    (181,857 )   (932 )

Proceeds (repayment) from line of credit

        (150 )

Dividends paid

    (11,674 )   (9,724 )

Purchase of treasury shares

    (498 )   (546 )

Sales of treasury shares

    50     542  

Net cash provided by financing activities

    (1,266 )   34,029  

Net change in cash and cash equivalents

    974     10,609  

Cash and cash equivalents at beginning of period

    31,741     47,891  

Cash and cash equivalents at end of period

  $ 32,715   $ 58,500  

Supplemental disclosures of cash flow information

             

Cash payments for:

             

Interest

  $ 2,204   $ 2,599  

Income Taxes

    174     154  

Non-cash transactions:

             

Transfer of loans to OREO

    1,059     170  

Transfer of premises to OREO

         

Retirement of common stock

         

Contribution of land

          88  

F-110


Annex A

Merger Agreement

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

MIDLAND STATES BANCORP, INC.,

PEAK MIDLAND ACQUISITION, LLC

AND

ALPINE BANCORPORATION, INC.

DATED AS OF OCTOBER 16, 2017



TABLE OF CONTENTS

Article 1 The Merger; Bank Merger

    A-1  

Section 1.1

 

The Merger

    A-1  

Section 1.2

 

Closing

    A-1  

Section 1.3

 

Effective Time

    A-2  

Section 1.4

 

Effects of the Merger

    A-2  

Section 1.5

 

Organizational Documents; Officers

    A-2  

Section 1.6

 

Bank Merger

    A-2  


Article 2 Conversion of Securities in the Merger


 

 

A-2

 

Section 2.1

 

Effect on Capital Stock

    A-2  

Section 2.2

 

Cancellation of Shares

    A-5  

Section 2.3

 

Exchange of Certificates

    A-5  

Section 2.5

 

Company Equity Awards

    A-6  


Article 3 Representations and Warranties of the Company


 

 

A-6

 

Section 3.1

 

Company Organization

    A-6  

Section 3.2

 

Company Subsidiary Organizations

    A-7  

Section 3.3

 

Authorization; Enforceability

    A-7  

Section 3.4

 

No Conflict

    A-7  

Section 3.5

 

Company Capitalization

    A-8  

Section 3.6

 

Company Subsidiary Capitalization

    A-9  

Section 3.7

 

Financial Statements and Reports; Regulatory Filings

    A-9  

Section 3.8

 

Books and Records

    A-10  

Section 3.9

 

Properties

    A-10  

Section 3.10

 

Loans; Loan Loss Reserve

    A-11  

Section 3.11

 

Trust Assets

    A-12  

Section 3.12

 

Taxes

    A-12  

Section 3.13

 

Employee Benefits

    A-14  

Section 3.14

 

Compliance with Legal Requirements

    A-16  

Section 3.15

 

Legal Proceedings; Orders

    A-17  

Section 3.16

 

Absence of Certain Changes and Events

    A-17  

Section 3.17

 

Material Contracts

    A-17  

Section 3.18

 

No Defaults

    A-18  

Section 3.19

 

Insurance

    A-19  

Section 3.20

 

Compliance with Environmental Laws

    A-19  

Section 3.21

 

Transactions with Affiliates

    A-19  

Section 3.22

 

Voting Requirements

    A-19  

Section 3.23

 

State Takeover Statutes

    A-20  

Section 3.24

 

Opinion of Financial Advisor

    A-20  

Section 3.25

 

Brokerage Commissions

    A-20  

Section 3.26

 

Approval Delays

    A-20  

Section 3.27

 

Labor Matters

    A-20  

Section 3.28

 

Intellectual Property

    A-21  

Section 3.29

 

Investments

    A-21  

Section 3.30

 

No Other Representations or Warranties

    A-22  


Article 4 Representations and Warranties of Acquiror and Merger Sub


 

 

A-22

 

Section 4.1

 

Organization

    A-22  

Section 4.2

 

Acquiror Subsidiary Organizations

    A-22  

Section 4.3

 

Authorization; Enforceability

    A-23  

A-i


Section 4.4

 

No Conflict

    A-23  

Section 4.5

 

Acquiror Capitalization

    A-24  

Section 4.6

 

Acquiror Subsidiary Capitalization

    A-25  

Section 4.7

 

Acquiror SEC Reports; Financial Statements and Reports; Regulatory Filings

    A-25  

Section 4.8

 

Books and Records

    A-27  

Section 4.9

 

Loans; Loan Loss Reserve

    A-27  

Section 4.10

 

Taxes

    A-27  

Section 4.11

 

Compliance with Legal Requirements

    A-28  

Section 4.12

 

Legal Proceedings; Orders

    A-28  

Section 4.13

 

Absence of Certain Changes and Events

    A-28  

Section 4.14

 

Compliance with Environmental Laws

    A-28  

Section 4.15

 

Brokerage Commissions

    A-29  

Section 4.16

 

Approval Delays

    A-29  

Section 4.17

 

Financial Capability

    A-29  

Section 4.18

 

No Other Representations or Warranties

    A-29  


Article 5 Covenants of the Company


 

 

A-29

 

Section 5.1

 

Access and Investigation

    A-29  

Section 5.2

 

Operation of the Company and Company Subsidiaries

    A-31  

Section 5.3

 

Notice of Changes

    A-34  

Section 5.4

 

Stockholders' Meeting

    A-34  

Section 5.5

 

Information Provided to Acquiror

    A-34  

Section 5.6

 

Operating Functions

    A-35  

Section 5.7

 

Company Benefit Plans

    A-35  

Section 5.8

 

Ancillary Agreements

    A-35  

Section 5.9

 

Acquisition Proposals

    A-35  

Section 5.10

 

Subordinated Note Divestiture

    A-36  


Article 6 Covenants of Acquiror and Merger Sub


 

 

A-36

 

Section 6.1

 

Operation of Acquiror and Acquiror Subsidiaries

    A-36  

Section 6.2

 

Acquiror Shareholders' Meeting

    A-37  

Section 6.3

 

Information Provided to the Company

    A-37  

Section 6.4

 

Operating Functions

    A-37  

Section 6.5

 

D&O Indemnification

    A-37  

Section 6.6

 

Authorization and Reservation of Acquiror Common Stock

    A-38  

Section 6.7

 

Stock Exchange Listing

    A-38  

Section 6.8

 

Additional Acquiror Director

    A-38  

Section 6.9

 

Company Commitments to Community Organizations

    A-38  


Article 7 Covenants of All Parties


 

 

A-38

 

Section 7.1

 

Regulatory Approvals

    A-38  

Section 7.2

 

SEC Registration

    A-39  

Section 7.3

 

Publicity

    A-40  

Section 7.4

 

Reasonable Best Efforts; Cooperation

    A-40  

Section 7.5

 

Tax Matters

    A-40  

Section 7.6

 

Transaction Structure

    A-42  

Section 7.7

 

Takeover Statutes

    A-42  

Section 7.8

 

Employees and Employee Benefits

    A-42  

Section 7.9

 

Section 16 Matters

    A-43  

Section 7.10

 

Stockholder Litigation

    A-43  


Article 8 Conditions Precedent to Obligations of Acquiror And Merger Sub


 

 

A-44

 

Section 8.1

 

Accuracy of Representations and Warranties

    A-44  

A-ii


Section 8.2

 

Performance by the Company

    A-44  

Section 8.3

 

Officers' Certificate

    A-44  

Section 8.4

 

Shareholder Approvals; Appraisal Demands

    A-44  

Section 8.5

 

No Proceedings, Injunctions or Restraints; Illegality

    A-44  

Section 8.6

 

Regulatory Approvals

    A-44  

Section 8.7

 

Registration Statement

    A-45  

Section 8.8

 

Legal Opinion

    A-45  

Section 8.9

 

Tax Opinion

    A-45  

Section 8.10

 

Stock Exchange Listing

    A-45  

Section 8.11

 

Minimum Equity

    A-45  

Section 8.12

 

No Material Adverse Effect

    A-45  


Article 9 Conditions Precedent to Obligations of the Company


 

 

A-45

 

Section 9.1

 

Accuracy of Representations and Warranties

    A-45  

Section 9.2

 

Performance by Acquiror

    A-46  

Section 9.3

 

Officer's Certificate

    A-46  

Section 9.4

 

Shareholder Approvals

    A-46  

Section 9.5

 

No Injunctions or Restraints; Illegality

    A-46  

Section 9.6

 

Regulatory Approvals

    A-46  

Section 9.7

 

Registration Statement

    A-46  

Section 9.8

 

Tax Opinion

    A-46  

Section 9.9

 

Stock Exchange Listing

    A-46  

Section 9.10

 

No Material Adverse Effect

    A-47  


Article 10 Termination


 

 

A-47

 

Section 10.1

 

Termination of Agreement

    A-47  

Section 10.2

 

Effect of Termination or Abandonment

    A-49  

Section 10.3

 

Fees and Expenses

    A-49  


Article 11 Miscellaneous


 

 

A-50

 

Section 11.1

 

Survival

    A-50  

Section 11.2

 

Governing Law; Venue; Waiver of Jury Trial

    A-50  

Section 11.3

 

Assignments, Successors and No Third Party Rights

    A-51  

Section 11.4

 

Modification

    A-51  

Section 11.5

 

Extension of Time; Waiver

    A-51  

Section 11.6

 

Notices

    A-51  

Section 11.7

 

Entire Agreement

    A-52  

Section 11.8

 

Severability

    A-52  

Section 11.9

 

Further Assurances

    A-52  

Section 11.10

 

Counterparts

    A-53  


Article 12 Definitions


 

 

A-53

 

Section 12.1

 

Definitions

    A-53  

Section 12.2

 

Principles of Construction

    A-60  

A-iii



AGREEMENT AND PLAN OF MERGER

        THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of October 16, 2017, by and among Midland States Bancorp, Inc., an Illinois corporation ("Acquiror"), Peak Midland Acquisition, LLC, a Delaware limited liability company ("Merger Sub"), and Alpine Bancorporation, Inc., a Delaware corporation (the "Company").


RECITALS

        A.    The boards of directors of Acquiror and the Company, and the sole member of Merger Sub have each approved, and the board of directors of the Company has declared advisable, this Agreement and the merger of the Company with and into Merger Sub (the "Merger"), upon the terms and subject to the conditions set forth in this Agreement, whereby each issued and outstanding share of Common Stock, par value $1.00 per share, of the Company ("Company Common Stock"), other than any Excluded Shares, will be converted into the right to receive the Common Stock Merger Consideration.

        B.    The parties intend that the Merger qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986 (the "Code"), and that this Agreement be, and hereby is adopted as, a "plan of reorganization" within the meaning of Sections 354 and 361 of the Code.

        C.    The parties desire to make certain representations, warranties, covenants and agreements in connection with the Merger and the other transactions contemplated by this Agreement and to prescribe certain conditions to the Merger.


AGREEMENTS

        In consideration of the foregoing premises, which are incorporated herein by this reference, and the mutual representations, covenants and agreements of the parties herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:


Article 1

THE MERGER; BANK MERGER

        Section 1.1    The Merger.     Upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL and the DLLCA, the Company shall be merged with and into Merger Sub at the Effective Time. Following the Effective Time, the separate corporate existence of the Company shall cease and Merger Sub shall continue as the surviving limited liability company (the "Surviving Company") and shall succeed to and assume all the rights and obligations of Merger Sub and the Company in accordance with the DGCL and the DLLCA.


        
Section 1.2    Closing.     The closing of the Merger (the "Closing") shall occur at 10:00 a.m., Chicago, Illinois time, at the offices of Barack Ferrazzano Kirschbaum & Nagelberg LLP, Chicago, Illinois on a date (the "Closing Date") that is (a) mutually agreed upon by the parties in writing and that is within the five (5) Business Day period commencing on the date of the satisfaction or waiver (subject to applicable Legal Requirements) of the conditions set forth in Article 8 and Article 9 (other than those conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions); (b) if the parties are unable to agree upon a Closing Date that is within such five (5) Business Day period, then the second Business Day after the end of such period; provided,however, that if the date determined pursuant to this clause (b) is within the last five (5) Business Days of a month or the first five (5) Business Days of a month immediately following the month in which such conditions are satisfied or waived, then the Closing Date shall be the sixth (6th) Business Day of such immediately following month; or (c) otherwise mutually agreed to by

A-1


the parties in writing. Subject to Article 10, failure to consummate the Merger on the date and time and at the place determined pursuant to this Section 1.2 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement.


        
Section 1.3    Effective Time.     The Merger shall become effective when a Certificate of Merger (the "Certificate of Merger"), executed by Merger Sub in accordance with the relevant provisions of the DGCL and the DLLCA, is duly filed with the Secretary of State of the State of Delaware on the Closing Date, or at such later time as Merger Sub and the Company shall agree and is specified in the Certificate of Merger (the "Effective Time"). The Parties shall cause the filing of the Certificate of Merger to be made as soon as practicable on the Closing Date after the satisfaction or waiver of the conditions set forth in Article 8 and Article 9.


        
Section 1.4    Effects of the Merger.     The Merger shall have the effects set forth in the DGCL, the DLLCA and this Agreement. Without limiting the generality of the foregoing, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company shall be vested in the Surviving Company, and all debts, liabilities and duties of the Company shall become the debts, liabilities and duties of the Surviving Company.


        
Section 1.5    Organizational Documents; Officers.     


        
Section 1.6    Bank Merger.     Following the Merger, if and at such time as Acquiror may determine in its sole discretion, Alpine Bank & Trust (the "Company Bank"), an Illinois state chartered bank and wholly owned Subsidiary of the Company, will merge with and into Midland States Bank ("Acquiror Bank"), an Illinois state chartered bank and wholly owned Subsidiary of Acquiror (the "Bank Merger"). Acquiror Bank shall be the surviving entity in the Bank Merger and, following the Bank Merger, the separate corporate existence of the Company Bank shall cease. In connection with the execution and delivery of this Agreement, Acquiror and the Company shall cause the Acquiror Bank and the Company Bank, respectively, to enter into an agreement and plan of merger substantially in the form attached hereto as Exhibit A, or such other form as may be mutually agreed (such agreement, the "Bank Merger Agreement"). Prior to the Effective Time, Acquiror shall cause Acquiror Bank, and the Company shall cause the Company Bank, to execute such certificates or articles of merger and such other documents and certificates, and to take such other actions, in each case as are necessary to effectuate the Bank Merger.


Article 2

CONVERSION OF SECURITIES IN THE MERGER

        Section 2.1    Effect on Capital Stock.     At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror, Merger Sub, the Company or the holder of any shares of capital stock of Acquiror, Merger Sub or the Company, the following shall occur:

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Section 2.2    Cancellation of Shares.     At the Effective Time, all shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and any certificates (it being understood that any reference herein to a "certificate" shall be deemed to include reference to any book-entry account statement relating to the ownership of Company Common Stock) that represented Company Common Stock immediately prior to the Effective Time shall be deemed for all purposes to represent only the right to receive, upon surrender thereof, the Common Stock Merger Consideration, subject to the terms of this Agreement.


        
Section 2.3    Exchange of Certificates.     

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Section 2.4    Company Equity Awards.     The Company shall take all necessary actions so that all restricted stock units granted under the Company Stock Plans will vest on the date on which the Effective Time occurs, immediately prior to the Effective Time, and shall be cancelled by the Company in consideration for which the holder thereof shall thereupon be entitled to receive from the Acquiror promptly after the Effective Time a cash payment for each such restricted stock unit equal to $19.55.


Article 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        Except as Previously Disclosed, the Company hereby represents and warrants to Acquiror and Merger Sub as follows:


        
Section 3.1    Company Organization.     The Company: (a) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is also in good standing in each other jurisdiction in which the nature of the business conducted or the properties or assets owned or leased by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect on the Company; (b) is registered with the Federal Reserve as a financial holding company under the Bank Holding Company Act of 1956; and (c) has full power and authority, corporate and otherwise, to operate as a financial holding company and to own, operate and lease its properties as presently owned, operated and leased, and to carry on its business as it is now being conducted. Schedule 3.1 of the Company Disclosure Schedules sets forth true, complete and correct copies of the Company Certificate of Incorporation and Company Bylaws and all amendments thereto, which are in full force and effect.

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Section 3.2    Company Subsidiary Organizations.     The Company Bank is an Illinois state chartered bank duly organized, validly existing and in good standing under the laws of the, State of Illinois and is a member of the Federal Reserve System. Each Subsidiary of the Company is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is also in good standing in each other jurisdiction in which the nature of the business conducted or the properties or assets owned or leased by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect on the Company. Each Subsidiary of the Company has full power and authority, corporate and otherwise, to own, operate and lease its properties as presently owned, operated and leased, and to carry on its business as it is now being conducted. The deposit accounts of the Company Bank are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by applicable Legal Requirements, and all premiums and assessments required to be paid in connection therewith have been paid when due. Schedule 3.2(a) of the Company Disclosure Schedules sets forth a list of each Subsidiary of the Company, and its state of incorporation or organization. Schedule 3.2(b) of the Company Disclosure Schedules includes true, complete and correct copies of the charter (or similar organizational documents) and bylaws of each Subsidiary of the Company and all amendments thereto, each of which are in full force and effect as of the date of this Agreement.


        
Section 3.3    Authorization; Enforceability.     The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board. The Company Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of the Company and its stockholders, and that this Agreement and transactions contemplated hereby are in the best interests of the Company and its stockholders. The Company Board has directed this Agreement be submitted to the Company's stockholders for adoption at a duly held meeting of such stockholders and has resolved to recommend that the Company's stockholders vote in favor of the adoption of this Agreement. The execution, delivery and performance of this Agreement by the Company, and the consummation by it of its obligations under this Agreement, have been authorized by all necessary corporate action, subject to the Company Stockholder Approval, and, subject to the receipt of the Requisite Regulatory Approvals, this Agreement constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other Legal Requirements affecting creditors' rights generally and subject to general principles of equity.


        
Section 3.4    No Conflict.     Except as set forth in Schedule 3.4 of the Company Disclosure Schedules, neither the execution nor delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (a) assuming receipt of the Company Stockholder Approval, contravene, conflict with or result in a violation of any provision of the certificate of incorporation, certificate of formation or charter (or similar organizational documents) or bylaws or operating agreement, each as in effect on the date hereof, or any currently effective resolution adopted by the board of directors, stockholders, manager or members of, the Company or any of its Subsidiaries; (b) assuming receipt of the Requisite Regulatory Approvals, contravene, conflict with or result in a violation of any Legal Requirement or any Order to which the Company or any of its Subsidiaries, or any of their respective assets that are owned or used by them, may be subject, except for any contravention, conflict or violation that is permissible by virtue of obtaining the Requisite Regulatory Approvals or that, in the case of assets used and not owned by the Company, that does not affect the Company's right to use such assets; or (c) contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, or which would result in the creation of any lien, charge or encumbrance upon or with respect to any of the assets owned or used by the Company or its

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Subsidiaries under, any Company Material Contract, except (in case of clause (c)) for such contraventions, conflicts, breaches or defaults that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Except for: (i) the filing of applications, filings and notices, as applicable, with the Federal Reserve and approval of such applications, filings and notices; (ii) the filing of applications, filings and notices, as applicable, with the State of Illinois Department of Financial and Professional Regulation, Division of Banking, and approval of such applications, filings and notices; (iii) the filing with the SEC of the Joint Proxy Statement in definitive form and of the Registration Statement and declaration of effectiveness of the Registration Statement; (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; and (v) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of Acquiror Common Stock pursuant to this Agreement and the listing of additional shares of Acquiror Common Stock on the NASDAQ Global Select Market, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality are necessary on the part of the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.


        
Section 3.5    Company Capitalization.     

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Section 3.6    Company Subsidiary Capitalization.     Except as set forth in Schedule 3.6 of the Company Disclosure Schedules, all of the issued and outstanding shares of capital stock or other equity ownership interests of each Subsidiary of the Company are owned by the Company, directly or indirectly, free and clear of any liens, pledges, charges, claims and security interests and similar encumbrances, and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. No Subsidiary of the Company has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary. No Subsidiary of the Company owns or has any Contract to acquire, any equity interests or other securities of any Person or any direct or indirect equity or ownership interest in any other business.


        
Section 3.7    Financial Statements and Reports; Regulatory Filings.     

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Section 3.8    Books and Records.     The books of account, minute books, stock record books and other records of the Company and its Subsidiaries are complete and correct in all material respects and have been maintained in accordance with the Company's business practices and all applicable Legal Requirements in all material respects, including the maintenance of an adequate system of internal controls required by such Legal Requirements. The minute books of the Company and each of its Subsidiaries fairly reflect the substance of events and transactions included therein.


        
Section 3.9    Properties.     

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Section 3.10    Loans; Loan Loss Reserve.     

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Section 3.11    Trust Assets.     


        
Section 3.12    Taxes.     

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Section 3.13    Employee Benefits.     

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Section 3.14    Compliance with Legal Requirements.     The Company and each of its Subsidiaries hold all material licenses, certificates, permits, franchises and rights from all appropriate Regulatory Authorities necessary for the conduct of their respective businesses, as presently conducted. The Company and each of its Subsidiaries is, and at all times since January 1, 2014, has been, in compliance in all material respects with each Legal Requirement that is or was applicable to it or to the conduct or operation of its respective businesses or the ownership or use of any of its respective assets. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has received, at any time since January 1, 2014, any notice or other communication (whether oral or written) from any Regulatory Authority or any other Person regarding: (a) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement; or (b) any actual, alleged, possible, or potential obligation on the part of the Company or any of its Subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of any nature in connection with a failure to comply with any Legal Requirement.

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Section 3.15    Legal Proceedings; Orders.     


        
Section 3.16    Absence of Certain Changes and Events.     Since December 31, 2016, the Company and its Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and no event or events have occurred that had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.


        
Section 3.17    Material Contracts.     Except for Contracts evidencing Company Loans made by the Company Bank in the Ordinary Course of Business, Schedule 3.17 of the Company Disclosure Schedules lists and sets forth a true, complete and correct copy of the following with respect to the Company and each of its Subsidiaries (each such agreement or document, a "Company Material Contract") as of the date of this Agreement:

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Section 3.18    No Defaults.     Each Company Material Contract is in full force and effect and is valid and enforceable against the Company, and to the Company's Knowledge, against such other party to such Company Material Contract, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other Legal Requirements affecting creditors' rights generally and subject to general principles of equity. To the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with or result in a violation or breach in any material respect of, or give the Company, any of its Subsidiaries or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Company Material Contract. Except in the Ordinary Course of Business with respect to any Company Loan, neither the Company nor any of its Subsidiaries has given to or received from any other Person, at any time since

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January 1, 2014, any notice or other communication (whether oral or written) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Company Material Contract, that has not been terminated or satisfied prior to the date of this Agreement. Other than in the Ordinary Course of Business, there are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate, any material amounts paid or payable to the Company or any of its Subsidiaries under current or completed Company Material Contracts with any Person, and no such Person has made written demand for such renegotiation.


        
Section 3.19    Insurance.     Schedule 3.19 of the Company Disclosure Schedules lists all insurance policies and bonds owned or held as of the date of this Agreement by the Company and its Subsidiaries with respect to their respective business, operations, properties or assets (including bankers' blanket bond and insurance providing benefits for employees), true, complete and correct copies of each of which have been made available to Acquiror. The Company and its Subsidiaries are insured with reputable insurers against such risks and in such amounts as the management of the Company reasonably has determined to be prudent and consistent with comparable entities engaged in the same business and industry. The Company and its Subsidiaries are in compliance in all material respects with their insurance policies and are not in default under any of the terms thereof. Each such policy is outstanding and in full force and effect and, except for policies insuring against potential liabilities of officers, directors and employees of the Company and its Subsidiaries, the Company or the relevant Subsidiary thereof is the sole beneficiary of such policies. All premiums and other payments due under any such policy have been paid, and all claims thereunder have been filed in due and timely fashion. Schedule 3.19 of the Company Disclosure Schedules lists and describes all claims that have been filed under such insurance policies and bonds within the past two (2) years prior to the date of this Agreement that individually or in the aggregate exceed $100,000 and the current status of such claims. None of the Company or any of its Subsidiaries has had any insurance policy or bond cancelled or nonrenewed by the issuer of the policy or bond within the past two (2) years.


        
Section 3.20    Compliance with Environmental Laws.     There are no actions, suits, investigations, liabilities, inquiries, Proceedings or Orders involving the Company or any of its Subsidiaries or any of their respective assets that are pending or, to the Knowledge of the Company, threatened, nor to the Knowledge of the Company, is there any factual basis for any of the foregoing, as a result of any asserted failure of the Company or any of its Subsidiaries of, or any predecessor thereof, to comply with any Environmental Law. No environmental clearances are required for the conduct of the business of the Company or any of its Subsidiaries or the consummation of the Contemplated Transactions. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries is the owner of any interest in real estate on which any substances have been generated, used, stored, deposited, treated, recycled or disposed of, which substances if known to be present on, at or under such property, would require notification to any Regulatory Authority, clean up, removal or some other remedial action under any Environmental Law at such property or any impacted adjacent or down gradient property. Since January 1, 2014, the Company and each Subsidiary of the Company has complied in all material respects with all Environmental Laws applicable to it and its business operations.


        
Section 3.21    Transactions with Affiliates.     Except as set forth on Schedule 3.21 of the Company Disclosure Schedules, no executive officer or director of the Company or the Bank, Principal Stockholder, immediate family member of any of the foregoing Persons as such term is defined in Regulation O promulgated by the Federal Reserve, or entity that "controls" any of the foregoing Persons with the meaning of Regulation O promulgated by the Federal Reserve has any loan, deposit account or other agreement or arrangement with the Company or Company Bank, or any interest in any material property (whether real, personal or mixed or tangible or intangible) used in or pertaining to the business of the Company or Company Bank.


        
Section 3.22    Voting Requirements.     The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock at the Company Stockholders' Meeting or any

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adjournment or postponement thereof to adopt this Agreement (such vote, the "Company Stockholder Approval") is the only vote of the holders of any class or series of capital stock or voting securities of, or other equity interests in, the Company necessary to adopt this Agreement.


        
Section 3.23    State Takeover Statutes.     The restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203 of the DGCL) will not apply to this Agreement, the Bank Merger Agreement, the Voting Agreement or any of the Contemplated Transactions. No other state takeover statute or similar statute or regulation applies to this Agreement, the Bank Merger Agreement, the Voting Agreement or any of the Contemplated Transactions.


        
Section 3.24    Opinion of Financial Advisor.     The Company has received the opinion of Affiliated Bankers Capital, LLC d/b/a Sheshunoff & Co., to the effect that, as of the date of the meeting at which the Company Board approved and authorized the Company's entry into this Agreement, the Common Stock Merger Consideration is fair, from a financial point of view, to the holders of shares of Company Common Stock, other than any Excluded Shares and Dissenting Shares. The Company shall deliver an executed copy of such opinion to Acquiror promptly following receipt of such opinion in written form.


        
Section 3.25    Brokerage Commissions.     Except for fees payable to Sheshunoff & Co. pursuant to an engagement letter, a copy of which is attached as Schedule 3.25 of the Company Disclosure Schedules, none of the Company or its Subsidiaries, or any of their respective Representatives, has incurred any obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions or other similar payment in connection with this Agreement.


        
Section 3.26    Approval Delays.     To the Knowledge of the Company, there is no reason why the granting of any of the Requisite Regulatory Approvals would be denied or unduly delayed. The Company Bank's most recent CRA rating was "satisfactory" or better.


        
Section 3.27    Labor Matters.     

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Section 3.28    Intellectual Property.     Each of the Company and its Subsidiaries has the unrestricted right and authority, and the Surviving Company and its Subsidiaries will have the unrestricted right and authority from and after the Effective Time, to use all patents, trademarks, copyrights, service marks, trade names or other intellectual property owned by them as is necessary to enable them to conduct and to continue to conduct all material phases of the businesses of the Company and its Subsidiaries in the manner presently conducted by them, and, to the Knowledge of the Company, such use does not, and will not, conflict with, infringe on or violate any patent, trademark, copyright, service mark, trade name or any other intellectual property right of any Person.


        
Section 3.29    Investments.     

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Section 3.30    No Other Representations or Warranties     


Article 4

REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB

        Except as Previously Disclosed, Acquiror and Merger Sub hereby represent and warrant to the Company as follows:


        
Section 4.1    Organization.    Each of Acquiror and Merger Sub: (a) is a corporation or limited liability company duly organized or formed, as applicable, and validly existing and in good standing under the laws of its state of organization of formation, and is also in good standing in each other jurisdiction in which the nature of the business conducted or the properties or assets owned or leased by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect on Acquiror; and (b) has full corporate and limited liability company power and authority to own, operate and lease its properties as presently owned, operated and leased, and to carry on its business as it is now being conducted. Acquiror is registered with the Federal Reserve as a financial holding company under the Bank Holding Company Act of 1956, and has full corporate or limited liability company power and authority to operate as a bank holding company. The copies of the Acquiror Articles of Incorporation and Acquiror Bylaws and all amendments thereto set forth in the Acquiror SEC Reports are true, complete and correct, and in full force and effect as of the date of this Agreement. Acquiror has no subsidiary other than Merger Sub and the subsidiaries listed on Exhibit 21.1 to Acquiror's Registration Statement on Form S-4 (File No. 333-216708).


        
Section 4.2    Acquiror Subsidiary Organizations.    Acquiror Bank is an Illinois state chartered bank duly organized, validly existing and in good standing under the laws of the State of Illinois and is a member of the Federal Reserve System. Each Acquiror Subsidiary is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is also in good standing in each other jurisdiction in which the nature of the business conducted or the properties or assets owned or leased by it makes such qualification necessary, except where the failure to be so

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qualified and in good standing would not have a Material Adverse Effect on Acquiror. Each Subsidiary of Acquiror has full corporate or similar power and authority to own, operate and lease its properties as presently owned, operated and leased, and to carry on its business as it is now being conducted. The deposit accounts of Acquiror Bank are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by applicable Legal Requirements, and all premiums and assessments required to be paid in connection therewith have been paid when due. Acquiror has delivered or made available to the Company copies of the charter (or similar organizational documents) and bylaws of each Subsidiary of Acquiror and all amendments thereto, each of which are true, complete and correct and in full force and effect as of the date of this Agreement.


        
Section 4.3    Authorization; Enforceability.    Each of Acquiror and Merger Sub has the requisite corporate or limited liability company power and authority to enter into and perform its obligations under this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Acquiror Board and the sole member of Merger Sub. The sole member of the Merger Sub has the sole right to manage the business and affairs of the Merger Sub pursuant to the limited liability company agreement. The Acquiror Board and the sole member of Merger Sub have each determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of its respective shareholders or member, and that this Agreement and transactions contemplated hereby are in the best interests of its respective shareholders or member. To the extent required by NASDAQ Rules, the Acquiror Board has directed the Acquiror Stock Issuance be submitted to Acquiror's shareholders for consideration at a duly held meeting of such shareholders and has resolved to recommend that Acquiror's shareholders vote in favor of the Acquiror Stock Issuance. The execution, delivery and performance of this Agreement by Acquiror, and the consummation by it of its obligations under this Agreement, have been authorized by all necessary corporate action, subject to the Acquiror Shareholder Approval, and, subject to the receipt of the Requisite Regulatory Approvals, this Agreement constitutes a legal, valid and binding obligation of Acquiror enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other Legal Requirements affecting creditors' rights generally and subject to general principles of equity.

        Section 4.4    No Conflict.    Neither the execution nor delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (a) assuming receipt of the Acquiror Shareholder Approval, as necessary, contravene, conflict with or result in a violation of any provision of the articles of incorporation, certificate of formation or charter (or similar organizational documents) or bylaws or operating agreement, each as in effect on the date hereof, or any currently effective resolution adopted by the board of directors, shareholders, manager or members of, Acquiror or any of its Subsidiaries; or (b) assuming receipt of the Requisite Regulatory Approvals, contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Acquiror or any of its Subsidiaries, or any of their respective assets that are owned or used by them, may be subject, except for any contravention, conflict or violation that is permissible by virtue of obtaining the Requisite Regulatory Approvals. Except for: (i) the filing of applications, filings and notices, as applicable, with the Federal Reserve and approval of such applications, filings and notices; (ii) the filing of applications, filings and notices, as applicable, with the State of Illinois Department of Financial and Professional Regulation, Division of Banking, and approval of such applications, filings and notices; (iii) the filing with the SEC of the Joint Proxy Statement in definitive form and of the Registration Statement and declaration of effectiveness of the Registration Statement; (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; and (v) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of Acquiror Common Stock pursuant to this Agreement and the listing of additional shares of Acquiror Common Stock on the NASDAQ Global Select Market, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or

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instrumentality are necessary on the part of Acquiror or Merger Sub in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.


        
Section 4.5    Acquiror Capitalization.     

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Section 4.6    Acquiror Subsidiary Capitalization.    Except as disclosed in the Acquiror SEC Reports, as of the date hereof all of the issued and outstanding shares of capital stock or other equity ownership interests of each Subsidiary of Acquiror are owned by Acquiror, directly or indirectly, free and clear of any liens, pledges, charges, claims and security interests and similar encumbrances, and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. No Subsidiary of Acquiror has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary.


        
Section 4.7    Acquiror SEC Reports; Financial Statements and Reports; Regulatory Filings.     

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Section 4.8    Books and Records.    The books of account, minute books, stock record books and other records of Acquiror and its Subsidiaries are complete and correct in all material respects and have been maintained in accordance with Acquiror's business practices and all applicable Legal Requirements in all material respects, including the maintenance of an adequate system of internal controls required by such Legal Requirements. The minute books of Acquiror and each of its Subsidiaries fairly reflect the substance of events and transactions included therein.


        
Section 4.9    Loans; Loan Loss Reserve.     


        
Section 4.10    Taxes.     

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Section 4.11    Compliance with Legal Requirements.    Acquiror and each of its Subsidiaries hold all material licenses, certificates, permits, franchises and rights from all appropriate Regulatory Authorities necessary for the conduct of their respective businesses as presently conducted. Acquiror and each of its Subsidiaries is, and at all times since January 1, 2014, has been, in compliance in all material respects with each Legal Requirement that is or was applicable to it or to the conduct or operation of its respective businesses or the ownership or use of any of its respective assets, except where noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Acquiror. Except as would not reasonably be expected, individually or in the aggregate, to have Material Adverse Effect on Acquiror, neither Acquiror nor any of its Subsidiaries has received, at any time since January 1, 2014, any notice or other communication (whether oral or written) from any Regulatory Authority or any other Person regarding: (a) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement; or (b) any actual, alleged, possible, or potential obligation on the part of Acquiror or any of its Subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of any nature in connection with a failure to comply with any Legal Requirement.


        
Section 4.12    Legal Proceedings; Orders.     


        
Section 4.13    Absence of Certain Changes and Events.    Since December 31, 2016, no event or events have occurred that had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Acquiror.


        
Section 4.14    Compliance with Environmental Laws.    There are no actions, suits, investigations, liabilities, inquiries, Proceedings or Orders involving Acquiror or any of its Subsidiaries or any of their respective assets that are pending or, to the Knowledge of Acquiror, threatened, nor to the Knowledge of Acquiror, is there any factual basis for any of the foregoing, as a result of any asserted failure of Acquiror or any of its Subsidiaries of, or any predecessor thereof, to comply with any Environmental Law. No environmental clearances are required for the conduct of the business of Acquiror or any of its Subsidiaries or the consummation of the Contemplated Transactions. To the Knowledge of Acquiror,

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neither Acquiror nor any of its Subsidiaries is the owner of any interest in real estate on which any substances have been generated, used, stored, deposited, treated, recycled or disposed of, which substances if known to be present on, at or under such property, would require notification to any Regulatory Authority, clean up, removal or some other remedial action under any Environmental Law at such property or any impacted adjacent or down gradient property, except where such action would not reasonably be expected to have a Material Adverse Effect on Acquiror. Except for any matters that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Acquiror, Acquiror and each Subsidiary of Acquiror has complied in all material respects with all Environmental Laws applicable to it and its business operations.


        
Section 4.15    Brokerage Commissions.    Except for fees payable to Keefe, Bruyette & Woods by Acquiror, none of Acquiror or its Subsidiaries, or any of their respective Representatives, has incurred any obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions or other similar payment in connection with this Agreement.


        
Section 4.16    Approval Delays.    To the Knowledge of Acquiror, there is no reason why the granting of any of the Requisite Regulatory Approvals would be denied or unduly delayed. Acquiror Bank's most recent CRA rating was "satisfactory" or better.


        
Section 4.17    Financial Capability.    Acquiror has sufficient funds to pay the aggregate cash consideration payable pursuant to Section 2.1 and Section 2.4, and to perform its other obligations contemplated by this Agreement.


        
Section 4.18    No Other Representations or Warranties.     


Article 5

COVENANTS OF THE COMPANY

        Section 5.1    Access and Investigation.     

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Section 5.2    Operation of the Company and Company Subsidiaries.     

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Section 5.3    Notice of Changes.     The Company will give prompt notice to Acquiror of any fact, event or circumstance known to it that: (a) is reasonably likely, individually or taken together with all other facts, events and circumstances known to it, to result in a Material Adverse Effect on the Company; or (b) would cause or constitute a material breach of any of the Company's representations, warranties, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate, to the failure of a condition in Article 8.


        
Section 5.4    Stockholders' Meeting.     Subject to the other provisions of this Agreement and unless there has been a Company Adverse Recommendation, the Company shall, as promptly as reasonably practicable, and in any event within thirty (30) days, after the date the Registration Statement is declared effective, take all action necessary, including as required by and in accordance with the DGCL, Company Certificate of Incorporation and Company Bylaws to duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders' Meeting") for the purpose of obtaining the Company Stockholder Approval. The Company and Company Board will use their reasonable best efforts to obtain from its stockholders the votes in favor of the adoption of this Agreement required by the DGCL, including by recommending that its stockholders vote to adopt this Agreement, and the Company and Company Board will not withhold, withdraw, qualify or adversely modify (or publicly propose or resolve to withhold, withdraw, qualify or adversely modify) the Company Board's recommendation to the Company's stockholders that the Company's stockholders vote in favor of the adoption of this Agreement (a "Company Adverse Recommendation"). However, if, prior to the time the Company Stockholder Approval is obtained, the Company Board, after consultation with outside counsel, determines in good faith it is reasonably likely that to, or to continue to, recommend this Agreement to its stockholders would be inconsistent with its fiduciary duties under applicable Legal Requirements, then, notwithstanding anything herein to the contrary, the Company Board may make a Company Adverse Recommendation or publicly propose or resolve to make a Company Adverse Recommendation.


        
Section 5.5    Information Provided to Acquiror.     The Company agrees to include in the Joint Proxy Statement, and to provide to Acquiror for inclusion in the Registration Statement, all information concerning the Company and any of its Subsidiaries that is required by applicable Legal Requirements to be included therein or that is reasonably requested by Acquiror, and that the information concerning the Company or any of its Subsidiaries that is provided or to be provided by the Company to Acquiror in connection with the preparation of, or that is included in, the Registration Statement or Joint Proxy Statement and any other documents to be filed with any Regulatory Authority in connection with the Contemplated Transactions will: (a) at the respective times such documents are filed and, in the case of the Registration Statement, when it becomes effective and, with respect to the Joint Proxy Statement, when mailed, not be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; or (b) in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Company Stockholders' Meeting, not be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement

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in any earlier communication with respect to the solicitation of any proxy for the meeting in connection with which the Joint Proxy Statement shall be mailed. Notwithstanding the foregoing, the Company shall have no responsibility for the truth or accuracy of any information with respect to Acquiror or any of its Subsidiaries or any of their Affiliates contained in the Registration Statement or the Joint Proxy Statement or in any document submitted to, or other communication with, any Regulatory Authority.


        
Section 5.6    Operating Functions.     To the extent permitted by applicable Legal Requirements, the Company and the Company Bank shall cooperate with Acquiror and Acquiror Bank in connection with planning for the efficient and orderly combination of the parties and the operation of the Company Bank and Acquiror Bank, and in preparing for the consolidation of the banks' appropriate operating functions to be effective on the Effective Date or such later date as the parties may mutually agree.


        
Section 5.7    Company Benefit Plans.     


        
Section 5.8    Ancillary Agreements.     Contemporaneously with the execution and delivery of this Agreement, and as a material inducement to Acquiror to enter into this Agreement, the Company shall cause each of the Persons listed on Schedule 5.8 of the Company Disclosure Schedules (the "Principal Stockholders") to enter into an agreement with Acquiror, pursuant to which they will agree to take certain actions in furtherance of the Merger, in the form attached hereto as Exhibit B (the "Voting Agreement").


        
Section 5.9    Acquisition Proposals.     

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Section 5.10    Subordinated Note Divestiture.     Prior to the Closing, the Company shall sell or transfer, and shall cause each of its Subsidiaries to sell or transfer, to a third party any and all debt securities held by them that were issued by Acquiror, including the Fixed-to-Floating Rate Subordinated Note due June 18, 2025 that was issued by Acquiror to Alpine Bank prior to the date hereof (the "Subordinated Note"), which sale or approval shall be subject to the receipt of Acquiror's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. From and after the date hereof and prior to the Closing, neither the Company nor any of its Subsidiaries shall acquire any debt securities issued by Acquiror or any of its Subsidiaries.


Article 6

COVENANTS OF ACQUIROR AND MERGER SUB

        Section 6.1    Operation of Acquiror and Acquiror Subsidiaries.     

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Section 6.2    Acquiror Shareholders' Meeting.     Subject to the other provisions of this Agreement, Acquiror shall, as promptly as reasonably practicable after the date the Registration Statement is declared effective, take all action necessary, including as required by and in accordance with NASDAQ Rule 5635(a), the Acquiror Articles of Incorporation and the Acquiror Bylaws to duly call, give notice of, convene and hold a meeting of its stockholders (the "Acquiror Shareholders' Meeting") for the purpose of obtaining the Acquiror Shareholder Approval. Acquiror and the Acquiror Board will use their reasonable best efforts to obtain from its stockholders the votes in favor of the Acquiror Stock Issuance if required by NASDAQ Rule 5635(a), including by recommending that its stockholders vote in favor of the Acquiror Stock Issuance, and Acquiror and the Acquiror Board will not withhold, withdraw, qualify or adversely modify (or publicly propose or resolve to withhold, withdraw, qualify or adversely modify) such recommendation to Acquiror's shareholders.


        
Section 6.3    Information Provided to the Company.     Acquiror agrees that the information concerning Acquiror or any of its Subsidiaries that is included in the Registration Statement or Joint Proxy Statement and any other documents to be filed with any Regulatory Authority in connection with the Contemplated Transactions will: (a) at the respective times such documents are filed and, in the case of the Registration Statement, when it becomes effective and, with respect to the Joint Proxy Statement, when mailed, not be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; or (b) in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Company Shareholders' Meeting, not be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the meeting in connection with which the Joint Proxy Statement shall be mailed. Notwithstanding the foregoing, Acquiror shall have no responsibility for the truth or accuracy of any information with respect to the Company or any of its Subsidiaries or any of their Affiliates contained in the Registration Statement or the Joint Proxy Statement or in any document submitted to, or other communication with, any Regulatory Authority.


        
Section 6.4    Operating Functions.     Acquiror and Acquiror Bank shall cooperate with the Company and the Company Bank in connection with planning for the efficient and orderly combination of the parties and the operation of the Company Bank and Acquiror Bank, and in preparing for the consolidation of the banks' appropriate operating functions to be effective on the Effective Date or such later date as the parties may mutually agree.


        
Section 6.5    D&O Indemnification.     

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Section 6.6    Authorization and Reservation of Acquiror Common Stock.     The Acquiror Board shall authorize and reserve the maximum number of shares of Acquiror Common Stock to be issued pursuant to this Agreement.


        
Section 6.7    Stock Exchange Listing.     Acquiror shall use its reasonable best efforts to cause all shares of Acquiror Common Stock issuable or to be reserved for issuance under this Agreement to be approved for listing on the NASDAQ Global Select Market prior to the Closing Date.


        
Section 6.8    Additional Acquiror Director.     If requested by the Company at least ten (10) Business Days prior to the date Acquiror initially files the Registration Statement with the SEC, then, effective as of the Effective Time, the Acquiror Board shall increase the number of directors of Acquiror by one (1) and, subject to the fiduciary duties of the Acquiror Board (a) appoint R. Robert Funderburg, Jr. to the Acquiror Board as a Class III director, and (b) if he continues to beneficially own shares of Acquiror Common Stock with a market value of at least $10,000,000, re-nominate him for election to the Acquiror Board at the 2019 annual meeting of Acquiror's shareholders; provided, in each case, that he is and remains able and willing to serve as a director of Acquiror as of the effective date of such appointment or re-nomination.


        
Section 6.9    Company Commitments to Community Organizations.     Acquiror shall honor, pay and satisfy or cause to be honored, paid and satisfied, the Company's financial commitments to community organizations, as set forth on Schedule 6.9 of the Company Disclosure Schedule.


Article 7

COVENANTS OF ALL PARTIES

        Section 7.1    Regulatory Approvals.     Acquiror and the Company and their respective Subsidiaries will cooperate and use all reasonable best efforts to as promptly as possible and in any event within forty-five (45) days following the date hereof, prepare and file all applications and other documents necessary to, and to as promptly as practicable thereafter, effect and obtain, all Requisite Regulatory Approvals, and the parties will comply with the terms of such Requisite Regulatory Approvals. Each of

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Acquiror and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Legal Requirements relating to the exchange of information, with respect to all public, non-confidential substantive written applications, documents and information submitted to any Regulatory Authority in connection with the Requisite Regulatory Approvals. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicable. Each party agrees that it will consult with the other party with respect to obtaining all permits, consents, approvals and authorizations of all Regulatory Authorities necessary or advisable to consummate the Contemplated Transactions, and each party will keep the other party apprised of the status of material matters relating to completion of the Contemplated Transactions. Acquiror and the Company will, upon request, furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries with or to any Regulatory Authority in connection with the Contemplated Transactions. Notwithstanding anything to the contrary, including the covenants set forth in Sections 7.1 and 7.4, nothing in this Agreement shall require Acquiror to grant any consent, make any undertaking, agree to any concession, make any payment, take (or refrain from taking) any action, or commit to do any of the foregoing, to obtain any Requisite Regulatory Approval, or to enable, facilitate or permit the Company to obtain any Requisite Regulatory Approval, if such consent, undertaking, concession or action is materially adverse to Acquiror.


        
Section 7.2    SEC Registration.     As soon as practicable following the date of this Agreement, but in no event more than forty-five (45) days following the date hereof, the Company and Acquiror shall prepare and Acquiror shall file with the SEC the Joint Proxy Statement and Acquiror shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included. Acquiror shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the Contemplated Transactions. Prior to the filing of the Registration Statement, Acquiror shall consult with the Company with respect to such filing and shall afford the Company and its representatives reasonable opportunity to review and comment thereon. The Registration Statement and the Joint Proxy Statement shall include all information reasonably requested by the Company to be included. The Company will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the Company's stockholders, and Acquiror will use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to Acquiror's shareholders, in each case as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Acquiror shall also take any action required to be taken under any applicable Legal Requirement in connection with the Acquiror Stock Issuance, and each party shall furnish all information concerning itself and its stockholders as may be reasonably requested in connection with any such action. Acquiror will advise and consult with the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Acquiror Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC to amend the Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, and the Company will advise Acquiror, promptly after it receives notice thereof, of any request by the SEC to amend the Joint Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The parties shall use reasonable best efforts to respond (with the assistance of the other party) as promptly as practicable to any comments of the SEC with respect thereto. If prior to the Effective Time any event occurs with respect to the Company, Acquiror or any Subsidiary of the Company or Acquiror, respectively, or any change occurs with respect to information supplied by or on behalf of the Company or Acquiror, respectively, for inclusion in the Joint Proxy Statement or the Registration Statement that, in each case, is required to be described in

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an amendment of, or a supplement to, the Joint Proxy Statement or the Registration Statement, the Company or Acquiror, as applicable, shall promptly notify the other of such event (including, prior to entering into any agreement providing for any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction involving Acquiror or any of its Subsidiaries), and the Company or Acquiror, as applicable, shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement and the Registration Statement and, as required by applicable Legal Requirements, in disseminating the information contained in such amendment or supplement to the Company's stockholders and to Acquiror's shareholders. Acquiror shall take all action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any application foreign or state securities or "blue sky" Legal Requirements and the rules and regulations thereunder in connection with the Merger and the issuance of Acquiror Common Stock as consideration hereunder.


        
Section 7.3    Publicity.     Neither the Company nor Acquiror shall, and neither the Company nor Acquiror shall permit any of its Subsidiaries to, issue or cause the publication of any press release or other public announcement with respect to, or otherwise make any public statement or, except as otherwise specifically provided in this Agreement, any disclosure of nonpublic information to a third party, concerning, the Contemplated Transactions without the prior consent (which shall not be unreasonably withheld or delayed) of Acquiror, in the case of a proposed announcement, statement or disclosure by the Company, or the Company, in the case of a proposed announcement, statement or disclosure by Acquiror; provided, however, that either party may, without the prior consent of the other party (but after prior consultation with the other party to the extent practicable under the circumstances), issue or cause the publication of any press release or other public announcement to the extent required by applicable Legal Requirements or by the NASDAQ Rules.


        
Section 7.4    Reasonable Best Efforts; Cooperation.     Each of Acquiror and the Company agrees to exercise good faith and use its commercially reasonable efforts to satisfy the various covenants and conditions to Closing in this Agreement, and to consummate the Contemplated Transactions as promptly as practicable. Neither Acquiror nor the Company will intentionally take or intentionally permit to be taken any action that would be a breach of the terms or provisions of this Agreement. Between the date of this Agreement and the Closing Date, each of Acquiror and the Company will, and will cause each Subsidiary of Acquiror and the Company, respectively, and all of their respective Affiliates and Representatives to, cooperate with respect to all filings that any party is required by any applicable Legal Requirements to make in connection with the Contemplated Transactions. Subject to applicable Legal Requirements and the instructions of any Regulatory Authority, each party shall keep the other party reasonably apprised of the status of matters relating to the completion of the Contemplated Transactions, including promptly furnishing the other party with copies of notices or other written communications received by it or any of its Subsidiaries from any Regulatory Authority with respect to such transactions.


        
Section 7.5    Tax Matters.     

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Section 7.6    Transaction Structure.     Acquiror may at any time change the method of effecting the Merger or the Bank Merger if and to the extent requested by Acquiror, and the Company agrees to enter into such amendments to this Agreement as Acquiror may reasonably request in order to give effect to such restructuring; provided, however, that no such change or amendment: (a) alters or changes the amount or kind of the Common Stock Merger Consideration; (b) adversely affects the Tax treatment of the Merger with respect to the Company's stockholders; (c) is reasonably likely to cause the Closing to be delayed or the receipt of the Requisite Regulatory Approvals to be prevented or delayed, in each case beyond the Termination Date; or (d) requires submission to or approval of the Company's stockholders or Acquiror's stockholders after the Agreement has been adopted by the Company's stockholders or the Acquiror Stock Issuance has been approved by Acquiror's shareholders.


        
Section 7.7    Takeover Statutes.     No party shall take any action that would cause any Takeover Statute to become applicable to this Agreement, the Bank Merger Agreement, the Voting Agreement or any of the Contemplated Transactions, and each party shall take all necessary steps to exempt (or ensure the continued exemption of) the Merger, the Bank Merger and the other Contemplated Transactions from any applicable Takeover Statute now or hereafter in effect. If any "moratorium," "control share," "fair price," "affiliate transaction," "business combination" or other anti-takeover Legal Requirement is or may become applicable to the Merger, the parties shall use their respective commercially reasonable efforts to: (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated by this Agreement; and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such Legal Requirement on the Merger and the transactions contemplated by this Agreement.


        
Section 7.8    Employees and Employee Benefits.     

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        Section 7.9    Section 16 Matters.    Prior to the Effective Time, the parties will each take such steps as may be necessary or appropriate to cause any acquisitions of Acquiror Common Stock from Acquiror by virtue of the Merger and the other transactions contemplated by this Agreement, by each individual who will become subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Acquiror immediately following the Effective Time, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

        Section 7.10    Stockholder Litigation.    Each of the Company and Acquiror shall give the other the reasonable opportunity to consult concerning the defense of any stockholder litigation against the Company or Acquiror, as applicable, or any of their respective directors or officers relating to the Contemplated Transactions.

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Article 8

CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIROR AND MERGER SUB

        The obligations of Acquiror and Merger Sub to consummate the Merger are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Acquiror in whole or in part):

        Section 8.1    Accuracy of Representations and Warranties.    Each of the representations and warranties of the Company: (i) set forth in Sections 3.1, 3.3 and 3.5(a) and (b) shall be true and correct in all respects, except for inaccuracies that are de minimis in amount and effect; and (ii) set forth in this Agreement (other than those specified in clause (i)) disregarding any exception or qualification as to materiality or Material Adverse Effect shall be true and correct in all respects, except in the case of this clause (ii) where any such failures to be so true and correct individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect on the Company, in each of the foregoing clauses (i) and (ii), as of the date hereof and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties are expressly made as of an earlier date, in which case as of such earlier date.


        
Section 8.2    Performance by the Company.     The Company shall have performed or complied in all material respects with all of the covenants and obligations to be performed or complied with by it under the terms of this Agreement on or prior to the Closing Date.


        
Section 8.3    Officers' Certificate.     Acquiror shall have received a certificate (the "Company Officers' Certificate") signed by the president and chief financial officer of the Company, dated the Closing Date, (a) certifying that the conditions set forth in Sections 8.1, 8.2, 8.4, 8.11, 8.12 and the first two sentences of Section 8.5 (solely with respect to Proceedings brought against, and orders, injunctions, decrees and legal restraints or prohibitions binding upon, the Company and its Subsidiaries), have been satisfied; and (b) setting forth (i) a schedule listing each Company Transaction Expense and the estimated amount thereof, and (ii) certified copies of all resolutions, if any, of the Company Board or any committee thereof that provide for the declaration, payment or setting aside of any dividend or distribution on shares of the Company Common Stock that has not been fully paid prior to the Measurement Date.


        
Section 8.4    Shareholder Approvals; Appraisal Demands.     Each of the Company Stockholder Approval and, if required, the Acquiror Shareholder Approval shall have been obtained. As of the Closing Date: no Person shall have delivered to the Company a written notice of such Person's demand, or intent to demand, appraisal for shares of Company Common Stock held by such Person, other than Persons holding, in the aggregate, not more than two percent (2%) of the shares of Company Common Stock issued and outstanding as of the Closing Date.


        
Section 8.5    No Proceedings, Injunctions or Restraints; Illegality.     Since the date of this Agreement, there must not have been commenced or threatened any Proceeding: (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions; or (b) that may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Contemplated Transactions, in either case that would reasonably be expected to have a Material Adverse Effect on Acquiror and its Subsidiaries on a consolidated basis. No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger or any of the other Contemplated Transactions shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any governmental authority which prohibits or makes illegal consummation of the Merger.


        
Section 8.6    Regulatory Approvals.     All Requisite Regulatory Approvals shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have

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expired or been terminated and 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 Acquiror Board to materially restrict or burden Acquiror or its Subsidiaries measured on a consolidated basis.


        
Section 8.7    Registration Statement.     The Registration Statement shall have been declared effective under the Securities Act. No stop order shall have been issued or threatened by the SEC that suspends the effectiveness of the Registration Statement, and no Proceeding shall have been commenced or be pending or threatened for such purpose.


        
Section 8.8    Legal Opinion.     Acquiror shall have received a written opinion of Chapman and Cutler LLP, counsel to the Company, in the form attached hereto as Exhibit C, dated as of the Closing Date.


        
Section 8.9    Tax Opinion.     Acquiror shall have received a written opinion of Barack Ferrazzano Kirschbaum & Nagelberg LLP, tax counsel to Acquiror, in form and substance reasonably satisfactory to the Company and Acquiror, dated as of the Closing Date, to the effect that: (a) the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code; (b) each of the Company and Acquiror will be a party to such reorganization within the meaning of Section 368(b) of the Code; and (c) no gain or loss will be recognized by holders of Company Common Stock upon the receipt of shares of Acquiror Common Stock in exchange for their shares of Company Common Stock, except to the extent of any cash consideration received in the Merger and any cash received in lieu of fractional shares of Acquiror Common Stock.


        
Section 8.10    Stock Exchange Listing.     Acquiror shall have filed with the NASDAQ Stock Market, LLC a notification form for the listing of all shares of Acquiror Common Stock to be delivered in the Merger, and the NASDAQ Stock Market, LLC shall not have objected to the listing of such shares of Acquiror Common Stock.


        
Section 8.11    Minimum Equity.     The Final Tangible Equity, after giving effect to all dividends or distributions declared, paid or set aside on shares of Company Common Stock on or prior to the Closing Date, shall be no less than ninety-five percent (95%) of the Target Tangible Equity; provided that, for the avoidance of doubt, no waiver of this condition shall affect any adjustment of the Aggregate Cash Amount otherwise required by Section 2.1(e).


        
Section 8.12    No Material Adverse Effect.     From the date of this Agreement to the Closing, there shall be and have been no change in the financial condition, assets or business of the Company or any of its Subsidiaries that has had or would reasonably be expected to have a Material Adverse Effect on the Company.


Article 9

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY

        The obligation of the Company to consummate the Merger is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Company, in whole or in part):


        
Section 9.1    Accuracy of Representations and Warranties.     Each of the representations and warranties of Acquiror and Merger Sub: (i) set forth in Sections 4.1, 4.3 and 4.5(a) and (b) shall be true and correct in all respects, except for inaccuracies that are de minimis in amount and effect; and (ii) set forth in this Agreement (other than those referred to in clause (i)), disregarding any exception or qualification as to materiality or Material Adverse Effect, shall be true and correct in all respects, except in the case of this clause (ii) where any such failures to be so true and correct individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect

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on Acquiror, in each of the foregoing clauses (i) and (ii), as of the date hereof and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties are expressly made as of an earlier date, in which case as of such earlier date.


        
Section 9.2    Performance by Acquiror.     Acquiror and Merger Sub shall have performed or complied in all material respects with all of the covenants and obligations to be performed or complied with by them under the terms of this Agreement on or prior to the Closing Date.


        
Section 9.3    Officer's Certificate.     The Company shall have received a certificate signed by an executive officer of Acquiror, dated the Closing Date, certifying that the conditions set forth in Sections 9.1, 9.2, 9.10 and the first two sentences of Section 9.5 (solely with respect to Proceedings brought against, and orders, injunctions, decrees and legal restraints or prohibitions binding upon, Acquiror and its Subsidiaries) have been satisfied.


        
Section 9.4    Shareholder Approvals.     Each of the Company Stockholder Approval and, if required, the Acquiror Shareholder Approval shall have been obtained.


        
Section 9.5    No Injunctions or Restraints; Illegality.     Since the date of this Agreement, there must not have been commenced or threatened any Proceeding: (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions; or (b) that may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Contemplated Transactions, in either case that would reasonably be expected by the Company Board to have a Material Adverse Effect on the Surviving Entity. No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restriction or prohibition preventing the consummation of the Merger or any of the other Contemplated Transactions shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any governmental authority which prohibits or makes illegal consummation of the Merger.


        
Section 9.6    Regulatory Approvals.     All Requisite Regulatory Approvals shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated and 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 Company Board to materially restrict or burden the business of the Surviving Company.


        
Section 9.7    Registration Statement.     The Registration Statement shall have become effective under the Securities Act. No stop order shall have been issued or threatened by the SEC that suspends the effectiveness of the Registration Statement, and no Proceeding shall have been commenced or be pending or threatened for such purpose.


        
Section 9.8    Tax Opinion.     The Company shall have received a written opinion of Chapman and Cutler LLP, tax counsel to the Company, in form and substance reasonably satisfactory to the Company and Acquiror, dated as of the Closing Date, to the effect that: (a) the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code; (b) each of the Company and Acquiror will be a party to such reorganization within the meaning of Section 368(b) of the Code; and (c) no gain or loss will be recognized by holders of Company Common Stock upon the receipt of shares of Acquiror Common Stock in exchange for their shares of Company Common Stock, except to the extent of any cash consideration received in the Merger and any cash received in lieu of fractional shares of Acquiror Common Stock.


        
Section 9.9    Stock Exchange Listing.     Acquiror shall have filed with the NASDAQ Stock Market, LLC a notification form for the listing of all shares of Acquiror Common Stock to be delivered in the Merger, and the NASDAQ Stock Market, LLC shall not have objected to the listing of such shares of Acquiror Common Stock.

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Section 9.10    No Material Adverse Effect.     From the date of this Agreement to the Closing, there shall be and have been no change in the financial condition, assets or business of Acquiror or any of its Subsidiaries that has had or would reasonably be expected to have a Material Adverse Effect on Acquiror.


Article 10

TERMINATION

        Section 10.1    Termination of Agreement.     This Agreement may be terminated only as set forth below, whether before or after approval of the matters presented in connection with the Merger by the stockholders of the Company or Acquiror:

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        For purposes of this Agreement, the following terms shall have the following meanings:

        "Determination Date" means 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).

        "Final Acquiror Market Value" means the volume-weighted average closing price of a share of Acquiror Common Stock on the NASDAQ Global Select Market for the twenty (20) consecutive trading days ending on (and including) the Determination Date, using volume and closing price information as reported by Bloomberg Financial Markets, or any successor thereto (or, if not reported therein, in another authoritative source mutually selected by Acquiror and the Company).

        "Final Index Price" means the average of the daily closing value of the Index for the twenty (20) consecutive trading days immediately preceding the Determination Date.

        "Index" means the KBW Nasdaq Regional Banking Index or, if such index is not available, such substitute or similar index as substantially replicates such index.

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        "Index Ratio" means the Final Index Price divided by the Initial Index Price.

        "Initial Index Price" means $100.40.

        "Initial Acquiror Market Value" means $29.85, adjusted as indicated in the last sentence of Section 10.1(j).


        
Section 10.2    Effect of Termination or Abandonment.     Upon the termination of this Agreement and the abandonment of the Merger pursuant to Section 10.1, this Agreement shall become null and void, and there shall be no liability of one party to the other or any restrictions on the future activities on the part of any party to this Agreement, or its respective directors, officers or stockholders, except that: (i) the Confidentiality Agreement, Section 10.2, Section 10.3 and Article 11 shall survive such termination and abandonment; and (ii) no such termination shall relieve the breaching party from liability resulting from its fraud or any willful and material breach by that party of this Agreement.


        
Section 10.3    Fees and Expenses.     

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Article 11

MISCELLANEOUS

        Section 11.1    Survival.     Except for covenants that are expressly to be performed after the Closing, none of the representations, warranties and covenants contained herein shall survive beyond the Closing.


        
Section 11.2    Governing Law; Venue; Waiver of Jury Trial.     All questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal laws of the State of Delaware applicable to Contracts made and to be performed in such state without regard to conflicts of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Illinois solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such court, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided under Section 11.6 or in such other manner as may be permitted by applicable law shall be valid and sufficient service thereof. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO IT THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH HEREIN.

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Section 11.3    Assignments, Successors and No Third Party Rights.     Neither party to this Agreement may assign any of its rights under this Agreement (whether by operation of law or otherwise) without the prior written consent of the other party. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement and every representation, warranty, covenant, agreement and provision hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except for Section 6.5 which is intended to benefit the Indemnified Parties to the extent stated, nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement.


        
Section 11.4    Modification.     This Agreement may be amended, modified or supplemented by the parties at any time before or after the Company Stockholder Approval and/or the Acquiror Shareholder Approval is obtained; provided, however, that after the Company Stockholder Approval and/or the Acquiror Shareholder Approval is obtained, there may not be, without further approval of the Company's stockholders and/or Acquiror's shareholders, respectively, any amendment of this Agreement that requires further approval under applicable Legal Requirements. This Agreement may not be amended, modified or supplemented except by an instrument in writing signed on behalf of each of the parties.


        
Section 11.5    Extension of Time; Waiver.     At any time prior to the Effective Time, the parties may, to the extent permitted by applicable Legal Requirements: (a) extend the time for the performance of any of the obligations or other acts of the other party; (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement; or (c) waive compliance with or amend, modify or supplement any of the agreements or conditions contained in this Agreement which are for the benefit of the waiving party. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party. Neither the failure nor any delay by any party in exercising any right, power or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. Except as provided in Article 10, the rights and remedies of the parties to this Agreement are cumulative and not alternative. To the maximum extent permitted by applicable Legal Requirements: (x) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (y) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (z) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.


        
Section 11.6    Notices.     All notices, consents, waivers and other communications under this Agreement shall be in writing (which shall include facsimile communication) and shall be deemed to have been duly given if delivered by hand or by nationally recognized overnight delivery service or sent

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by facsimile (with confirmation) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to Acquiror or Merger Sub, to:


Midland States Bancorp, Inc.

1201 Network Centre Drive

Effingham, IL 62401

Facsimile:

  (217) 342-9462  

 

Attention:

  Jeffrey G. Ludwig Executive Vice President  

 


with copies, which shall not constitute notice, to:


Barack Ferrazzano Kirschbaum & Nagelberg LLP

200 W. Madison Street, Suite 3900

Chicago, Illinois 60606

Facsimile:

  (312) 984-3150  

 

Attention:

  Dennis R. Wendte  

 


If to the Company, to:


Alpine Bancorporation, Inc.

600 South State Street

Belvidere, Illinois 61008

Facsimile:

  (815) 231-1690  

 

Attention:

  Rex K. Entsminger  

 


with copies, which shall not constitute notice, to:


Chapman and Cutler LLP

111 W. Monroe Street

Chicago, Illinois 60603

Facsimile:

  (312) 516-1451  

 

Attention:

  Matthew C. Boba  

 

        Except as otherwise provided herein, all such notices, consents, waivers and other communications shall be effective: (a) if delivered by hand, when delivered; (b) if delivered by overnight delivery service, on the next Business Day after deposit with such service; and (c) if by facsimile, on the next Business Day.


        
Section 11.7    Entire Agreement.     This Agreement, the Bank Merger Agreement and the Schedules and the Confidentiality Agreement constitute the entire understanding and agreement of the parties hereto and supersede all other prior agreements and understandings, written or oral, relating to such subject matter between the parties.


        
Section 11.8    Severability.     Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Legal Requirements, but if any provision of this Agreement is held to be prohibited by or invalid under applicable Legal Requirements, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement unless the consummation of the Contemplated Transactions is adversely affected thereby.


        
Section 11.9    Further Assurances.     The parties agree: (a) to furnish upon request to each other such further information; (b) to execute and deliver to each other such other documents; and (c) to do

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such other acts and things; all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.


        
Section 11.10    Counterparts.     This Agreement and any amendments thereto may be executed in any number of counterparts (including by facsimile, PDF or other electronic means), each of which shall be deemed an original, but all of which together shall constitute one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other party, it being understood that each party need not sign the same counterpart.


Article 12

DEFINITIONS

        Section 12.1    Definitions.     In addition to those terms defined throughout this Agreement, the following terms, when used herein, shall have the following meanings:

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Section 12.2    Principles of Construction.     

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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

        [SIGNATURE PAGE FOLLOWS]

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        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers on the day and year first written above.

MIDLAND STATES BANCORP, INC.   ALPINE BANCORPORATION, INC.

By:

 

/s/ LEON J. HOLSCHBACH

Leon J. Holschbach
President and Chief Executive Officer

 

By:

 

/s/ R. ROBERT FUNDERBURG, JR.

Name: R. Robert Funderburg, Jr.
Title:
Chairman of the Board

PEAK MIDLAND ACQUISITION, LLC

 

 

 

 

By:

 

/s/ LEON J. HOLSCHBACH

Leon J. Holschbach
President

 

 

 

 

[SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER]



EXHIBIT A

FORM OF BANK MERGER AGREEMENT

        THIS BANK MERGER AGREEMENT (this "Agreement") is made as of October 16, 2017, between MIDLAND STATES BANK, an Illinois chartered member bank with its main office located at 1201 Network Centre Drive, Effingham, County of Effingham, in the State of Illinois ("Midland," or where appropriate, the "Continuing Bank"), and ALPINE BANK & TRUST CO., an Illinois chartered member bank with its main office located at 1700 North Alpine Road, Rockford, County of Winnebago, in the State of Illinois ("Alpine").


RECITALS

        A.    As of June 30, 2017, Midland had capital stock outstanding of $400,000, divided into 200,000 shares of issued and outstanding common stock, $2.00 par value per share, surplus of approximately $275.652 million, retained earnings of approximately $111.418 million and accumulated other comprehensive gain (including a market value adjustment for available-for-sale securities) of approximately $850,000.

        B.    As of June 30, 2017, Alpine had capital stock outstanding of $3.36 million, divided into 168,000 shares of issued and outstanding common stock, $20.00 par value per share, surplus of approximately $33.901 million, retained earnings of approximately $69.101 million and accumulated other comprehensive gain (including a market value adjustment for available-for-sale securities) of approximately $1.702 million.

        C.    Midland States Bancorp, Inc., an Illinois corporation with its main office in Effingham, Illinois ("Acquiror"), is the sole stockholder of Midland, and at the time of the merger of Alpine with and into, and under the charter of, Midland (the "Bank Merger"), will be the sole shareholder of Alpine.

        D.    Pursuant to that certain Agreement and Plan of Merger, dated as of October 16, 2017 (the "Holding Company Agreement"), by and among Acquiror, its wholly owned Delaware limited liability company subsidiary ("Merger Sub"), and Alpine Bancorporation, Inc., a Delaware corporation with its main office in Belvidere, Illinois, and the sole stockholder of Alpine (the "Company"), the Company will be merged with and into Merger Sub (the "Holding Company Merger").

        E.    Following the effectiveness of the Holding Company Merger, Alpine is to be merged with and into Midland, with Midland as the surviving bank and a wholly owned subsidiary of Acquiror.

        F.     The Continuing Bank will have capital stock outstanding of $400,000, divided into 200,000 shares of issued and outstanding common stock, $2.00 par value per share, and the assets, liabilities, surplus and retained earnings set forth on the pro forma financial statement attached as SCHEDULE A.

        G.    Each of the boards of directors of Midland and Alpine has approved this Agreement and authorized its execution.


AGREEMENTS

        IN CONSIDERATION OF THE FOREGOING PREMISES, and the mutual covenants herein contained and for the purpose of prescribing the terms and conditions of the Bank Merger, the manner of carrying the same into effect, the treatment of Alpine's common stock and such other details and provisions as are deemed necessary or desirable, the parties hereby agree as follows:

A-A-1



Article 1

GENERAL

        Section 1.1    The Bank Merger.     Pursuant to the terms and conditions of this Agreement and the provisions of Section 18(c) of the Federal Deposit Insurance Act (12 U.S.C. §1828(c)), and Section 5/22 of Chapter 205 of the Illinois Compiled Statutes, Alpine shall be merged into, and under the charter of, Midland, and Midland shall be the Continuing Bank.


        
Section 1.2    Effective Time.     The Bank Merger shall become effective at such time upon satisfaction of all requirements of law and the terms and conditions specified in this Agreement, including, among other conditions, receipt of the approval of the Board of Governors of the Federal Reserve System (the "Federal Reserve") and the Illinois Department of Financial and Professional Regulation (the "DFPR") and, if appropriate, approvals of other bank regulatory agencies. The time of such effectiveness is referred to in this Agreement as the "Effective Time."


        
Section 1.3    Name, Offices, Charter and Bylaws of the Continuing Bank.     


        
Section 1.4    Board of Directors.     The Board of Directors of the Continuing Bank shall consist of those persons as set forth in EXHIBIT A attached hereto. Each director shall hold office from and after the time of his or her qualification as a director of the Continuing Bank and until his or her successor is elected and has qualified.


        
Section 1.5    Senior Executive Officers.     The senior executive officers of the Continuing Bank shall consist of those persons as set forth in EXHIBIT B attached hereto, each to hold office in accordance with the bylaws of the Continuing Bank as in effect at and after the Effective Time.


Article 2

TREATMENT OF COMMON STOCK
AND CAPITALIZATION OF THE CONTINUING BANK

        Section 2.1    Treatment of Common Stock.     The treatment of the shares of common stock of each of Midland and Alpine shall be as follows:

A-A-2



        
Section 2.2    Capitalization of the Continuing Bank.     The Continuing Bank will have capital stock of $400,000, divided into 200,000 shares of common stock, par value of $2.00 per share. Accordingly, as of June 30, 2017, the capital accounts of the Continuing Bank would have been as set forth on the pro forma financial statement attached as SCHEDULE A.


Article 3

EFFECT OF THE BANK MERGER UPON ALPINE AND MIDLAND

        Section 3.1    General.     Except as specifically set forth herein, at the Effective Time, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of Midland shall continue unaffected and unimpaired by the Bank Merger and the corporate franchise, existence and rights of Alpine shall be merged with and into the Continuing Bank. The separate existence and corporate organization of Alpine and Midland, except insofar as either may be continued by statute, shall cease at the Effective Time. The Continuing Bank shall at and after the Effective Time possess all of the rights, privileges, immunities, powers and franchises, including appointments, designations and nominations, and all other rights and interests as trustee, executor, administrator, registrar or transfer agent of stocks and bonds, guardian, conservator, assignee, receiver, and in every other fiduciary capacity, in the same manner and to the same extent as was held or enjoyed by Alpine and Midland at the Effective Time.


        
Section 3.2    Properties of the Continuing Bank.     At the Effective Time, all property, real, personal and mixed, and all debts due on whatever account and all other choses in action and all and every other interest, of or belonging to, or due to, Alpine and Midland, shall be taken and deemed to be transferred to and vested in the Continuing Bank without further act or deed, and the title to all real estate, or any interest therein, under the laws of Illinois or of any other state or of the United States, vested in Alpine and Midland shall vest in the Continuing Bank and shall not revert or be in any way impaired by reason of the Bank Merger. Alpine and Midland shall execute all such instruments of transfer, if any, as shall be necessary under the laws of the State of Illinois or of any other state or of the United States to vest all the right, title and interest of Alpine and Midland in and to its assets in the Continuing Bank.


        
Section 3.3    Liabilities of the Continuing Bank.     The Continuing Bank at and after the Effective Time shall be responsible and liable for and assume all of the liabilities, deposits, contracts and obligations of Alpine and Midland in the same manner and to the same extent as if the Continuing Bank had itself incurred the same or contracted therefor, and any claim existing or action or proceeding pending by or against Alpine and Midland may be prosecuted to judgment as if the Bank Merger had not taken place, or the Continuing Bank may be substituted in place of Alpine and Midland. Neither the rights of creditors nor any liens upon the property of Alpine and Midland shall be impaired by reason of the Bank Merger, but such liens shall be limited to the property upon which they were liens immediately prior to the Effective Time.


Article 4

CONDITIONS

        Section 4.1    Conditions to Consummation.     This Agreement is subject to, and consummation of the Bank Merger herein provided for, is conditioned upon the fulfillment prior to the Effective Time of each of the following conditions:

A-A-3



Article 5

TERMINATION

        Notwithstanding anything herein to the contrary, this Agreement may be terminated by agreement of the parties and shall automatically terminate, without any action by either party hereto, immediately upon the termination of the Holding Company Agreement.


Article 6

MISCELLANEOUS

        Section 6.1    Expenses.     Whether or not the Bank Merger is approved, the parties to this Agreement shall pay expenses incurred by each of them, respectively, in connection with the transactions contemplated herein, and each of the parties shall pay their proportionate share of all examination expenses as may be incurred by the DFPR in connection with the Bank Merger.


        
Section 6.2    Counterparts; Captions.     This Agreement and any amendments thereto may be executed in any number of counterparts (including by facsimile, PDF or other electronic means), each of which shall be deemed an original, but all of which together shall constitute one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other party, it being understood that each party need not sign the same counterpart. The title of this Agreement and the headings herein set out are for convenience of reference only and shall not be deemed a part of this Agreement.


        
Section 6.3    Amendment.     At any time before or after approval and adoption hereof by the respective shareholders of Midland and Alpine, this Agreement may be amended by agreement between Midland and Alpine.


        
Section 6.4    Governing Law.     This Agreement and the legal relations between the parties hereto shall be governed by and construed in accordance with the laws of the State of Illinois, except as otherwise required.

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        IN WITNESS WHEREOF, Midland and Alpine have caused this Agreement to be executed in counterparts by their duly authorized officers as of the date first above written.

MIDLAND STATES BANK   ALPINE BANK & TRUST CO.

By:

 

 


 

By:

 

    
    Leon J. Holschbach       Name:   R. Robert Funderburg, Jr.
    Chief Executive Officer       Title:   Chairman of the Board

[SIGNATURE PAGE TO BANK MERGER AGREEMENT]



SCHEDULE A

PRO FORMA FINANCIAL STATEMENT

MIDLAND STATES BANK
(dollars in thousands)

 
  June 30, 2017  

Total assets

  $ 4,752,648  

Total liabilities

  $ 4,256,264  

Equity capital

   
 
 

Common stock

  $ 400  

Surplus

    383,716  

Retained earnings

    111,418  

Other comprehensive income

    850  

Total equity capital

  $ 496,384  

A-A-6



Annex B

VOTING AND SUPPORT AGREEMENT

        THIS VOTING AND SUPPORT AGREEMENT (this "Agreement") is entered into as of October 16, 2017, by and among Midland States Bancorp, Inc., an Illinois corporation ("Acquiror"), Peak Midland Acquisition, LLC, a Delaware limited liability company ("Merger Sub"), and those stockholders of Alpine Bancorporation, Inc., a Delaware corporation (the "Company"), whose names appear on the signature page of this Agreement (such stockholders collectively referred to in this Agreement as the "Principal Stockholders," and individually as a "Principal Stockholder").


RECITALS

        A.    As of the date hereof, each Principal Stockholder is the owner and controls voting power of the number of shares of the Company's common stock, $1.00 par value per share ("Company Common Stock"), as is set forth opposite such Principal Stockholder's name on the signature page attached hereto.

        B.    Acquiror is contemplating the acquisition of the Company by means of a merger (the "Merger") of the Company with and into Merger Sub, all pursuant to an Agreement and Plan of Merger to be dated as of October 16, 2017 (the "Merger Agreement"), among Acquiror, Merger Sub and the Company.

        C.    Acquiror and Merger Sub are unwilling to expend the substantial time, effort and expense necessary to implement the Merger, including applying for and obtaining necessary approvals of regulatory authorities, unless all of the Principal Stockholders enter into this Agreement.

        D.    Each Principal Stockholder believes it is in his, her or its best interest as well as the best interest of the Company for Acquiror, Merger Sub and the Company to consummate the Merger.


AGREEMENTS

        In consideration of the foregoing premises, which are incorporated herein by this reference, and the covenants and agreements of the parties herein contained, and as an inducement to Acquiror and Merger Sub to enter into the Merger Agreement and to incur the expenses associated with the Merger, the parties hereto, intending to be legally bound, hereby agree as follows:


        
Section 1.    Representations and Warranties.     Each Principal Stockholder represents and warrants that as of the date hereof, he, she or it: (a) owns beneficially and of record the number of shares of Company Common Stock as is set forth opposite such Principal Stockholder's name on the signature page attached hereto; (b) has the sole, or joint with any other Principal Stockholder, voting power, or another Principal Stockholder has sole voting power, in each case with respect to such shares of Company Common Stock; and (c) has all necessary power and authority to enter into this Agreement, and further represents and warrants that this Agreement is the legal, valid and binding agreement of such Principal Stockholder, and is enforceable against such Principal Stockholder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally and subject to general principles of equity.


        
Section 2.    Voting Agreement; Proxy.     

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Section 3.    Additional Covenants.     Except as required by law, each Principal Stockholder agrees that he, she or it will:

B-2



        
Section 4.    No Dissent.     Each Principal Stockholder hereby waives, and agrees that he, she or it will not exercise, any rights of dissent or appraisal provided under the Merger Agreement, any applicable laws (including the General Corporation Law of the State of Delaware (the "DGCL")) or otherwise in connection with the approval of the Merger or any of the other transactions contemplated by the Merger Agreement.


        
Section 5.    Termination.     Notwithstanding any other provision of this Agreement, this Agreement shall automatically terminate on the earlier of: (a) the second anniversary of the date hereof, (b) the date of termination of the Merger Agreement in accordance with its terms; and (c) the date, if any, on which the Company publicly discloses that the board of directors of the Company (the "Company Board") has withdrawn, qualified or adversely modified its recommendation to the stockholders of the Company that the Company's stockholders vote in favor of the adoption of the Merger Agreement, in each case because the Company Board has determined in good faith, after consultation with outside counsel, that to, or to continue to, recommend the Merger Agreement to the Company's stockholders would be inconsistent with its fiduciary duties under applicable law.


        
Section 6.    Amendment and Modification.     This Agreement may be amended, modified or supplemented at any time by the written approval of such amendment, modification or supplement by Acquiror, Merger Sub and all of the Principal Stockholders.


        
Section 7.    Entire Agreement.     This Agreement evidences the entire agreement among the parties hereto with respect to the matters provided for herein and there are no agreements, representations or warranties with respect to the matters provided for herein other than those set forth herein and in the Merger Agreement and any written agreements related thereto. Except for the Merger Agreement, this Agreement supersedes any agreements and understandings, written or oral, among any of the Principal Stockholders and Acquiror or Merger Sub concerning the acquisition, disposition or control of any shares of Company Common Stock.


        
Section 8.    No Economic Benefit; Absence of Control.     Nothing contained in this Agreement shall be deemed to vest in Acquiror any direct or indirect ownership or incidence of ownership of or with respect to any of the Company Common Stock. All rights, ownership and economic benefits of and relating to the Company Common Stock shall remain and belong to the applicable stockholder and Acquiror shall have no power or authority to direct any stockholder in the voting of any of the Company Common Stock or the performance by any stockholder of his, her or its duties or responsibilities as a stockholder of the Company, except as otherwise provided herein. Subject to any specific provisions of this Agreement, it is the intent of the parties to this Agreement that neither

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Acquiror nor Merger Sub, by reason of this Agreement, shall be deemed (until consummation of the transactions contemplated by the Merger Agreement) to control, directly or indirectly, the Company and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of the Company.


        
Section 9.    Informed Action.     Each Principal Stockholder acknowledges that he, she or it has had an opportunity to be advised by counsel of his, her or its choosing with regard to this Agreement and the transactions and consequences contemplated hereby. Each Principal Stockholder further acknowledges that he, she or it has received a copy of the Merger Agreement and is familiar with its terms.


        
Section 10.    Severability.     The parties agree that if any provision of this Agreement shall under any circumstances be deemed invalid or inoperative, this Agreement shall be construed with the invalid or inoperative provisions deleted and the rights and obligations of the parties shall be construed and enforced accordingly.


        
Section 11.    Notices.     All notices, requests, claims, demands, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a portable data file (pdf) of the document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the fifth (5th) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 0):

If to Acquiror or Merger Sub, to:


Midland States Bancorp, Inc.

1201 Network Centre Drive

Effingham, IL 62401

Facsimile:

  (217) 342-9462  

 

Attention:

  Jeffrey G. Ludwig  

 

  Executive Vice President  

 


with copies, which shall not constitute notice, to:


Barack Ferrazzano Kirschbaum & Nagelberg LLP

200 W. Madison Street, Suite 3900

Chicago, Illinois 60606

Electronic Mail:

  dennis.wendte@bfkn.com  

 

Facsimile:

  (312) 984-3150  

 

Attention:

  Dennis R. Wendte  

 


If to a Principal Stockholder, to the mailing address, e-mail address or facsimile number set forth for such Principal Stockholder on the signature page hereof with copies, which shall not constitute notice, to:


Chapman and Cutler LLP

111 W. Monroe Street

Chicago, Illinois 60603

Electronic Mail:

  mattboba@chapman.com  

 

Facsimile:

  (312) 516-1451  

 

Attention:

  Matthew C. Boba  

 

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Section 12.    Counterparts; Facsimile/PDF Signatures.     This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed and accepted by facsimile or portable data file (pdf) signature and any such signature shall be of the same force and effect as an original signature.


        
Section 13.    Governing Law; Venue; Waiver of Jury Trial.     All questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal laws of the State of Delaware applicable to contracts made and to be performed in such state without regard to conflicts of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Illinois solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said court or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such court, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided under Section 11 or in such other manner as may be permitted by applicable law shall be valid and sufficient service thereof. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO IT THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH HEREIN.


        
Section 14.    Successors; Assignment.     This Agreement shall be binding upon and inure to the benefit of Merger Sub and Acquiror, and their successors and permitted assigns, and the Principal Stockholders and their respective directors and officers, successors and assigns, spouses, executors, personal representatives, administrators, heirs, legatees, guardians and other legal representatives. This Agreement shall survive the death or incapacity of any Principal Stockholder. This Agreement may be assigned only by Acquiror, and then only to an Affiliate of Acquiror.


        
Section 15.    Interpretation.     In this Agreement, unless otherwise stated or the context otherwise requires, the following uses apply: (i) references to a statute shall refer to the statute, as amended from time to time, and any successor statute, and to all regulations promulgated under or implementing the statute or its successor, as in effect at the relevant time; (ii) in computing periods from a specified date to a later specified date, the words "from" and "commencing on" (and the like) mean "from and including," and the words "to," "until" and "ending on" (and the like) mean "to, but excluding"; (iii) "including" means "including, but not limited to"; (iv) all words used in this Agreement will be construed to be of such gender or number as the circumstances and context require; (v) the captions

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and headings of articles and sections of Agreement have been inserted solely for convenience of reference and shall not be considered a part of this Agreement nor shall any of them affect the meaning or interpretation of this Agreement or any of its provisions; and (vi) any reference to a document or set of documents in this Agreement, and the rights and obligations of the parties under any such documents, means such document or documents as amended from time to time, and any and all modifications, extensions, renewals, substitutions or replacements thereof. With regard to each and every term and condition of this Agreement and any and all agreements and instruments subject to the terms hereof, the parties hereto understand and agree that the same have or has been mutually negotiated, prepared and drafted, and that if at any time the parties hereto desire or are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no consideration shall be given to the issue of which party hereto actually prepared, drafted or requested any term or condition of this Agreement or any agreement or instrument subject hereto.


        
Section 16.    Directors and Officers.     The parties hereto acknowledge that each Principal Stockholder is entering into this Agreement solely in his, her or its capacity as a stockholder of the Company and, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended or shall be construed to require any Principal Stockholder, in his or her capacity as a director and/or officer of the Company and/or Alpine Bank & Trust, as applicable, to act or fail to act in accordance with his, her or its fiduciary duties in such director and/or officer capacity. Furthermore, no Principal Stockholder makes any agreement or understanding herein in his, her or its capacity as a director and/or officer of the Company and/or Alpine Bank & Trust.

[THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]

[SIGNATURE PAGES FOLLOW]

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        IN WITNESS WHEREOF, the parties hereto have executed this Agreement individually, or have caused this Agreement to be executed by their respective officers, on the day and year first written above.

  MIDLAND STATES BANCORP, INC.

 

By:

 

/s/ LEON J. HOLSCHBACH


Leon J. Holschbach
President and Chief Executive Officer



 

PEAK MIDLAND ACQUISITION, LLC

 

By:

 

/s/ LEON J. HOLSCHBACH


Leon J. Holschbach
President

[SIGNATURE PAGE OF VOTING AND SUPPORT AGREEMENT]

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PRINCIPAL STOCKHOLDERS
 
NUMBER OF
SHARES OWNED
 
ADDRESS & OTHER
CONTACT INFORMATION

 

 

 

 

 

 

 
Alex D. Funderburg Irrevocable Grantor Retained Annuity Trust        

By:

 

Alpine Bank & Trust Co., Trustee

 

 

 

 


/s/ JULIE O'ROURKE

Signature


 


 


 


 


Julie O'Rourke

Printed Name


 


 


 


 

Its: EVP and Senior Trust and Investment Division Manager

 

 

 

 

Alex D. Funderburg as Trustee of the Alex D. Funderburg Trust dated March 30, 1998

 

 

 

 

By:

 

Alex D. Funderburg, Trustee

 

 

 

 


/s/ ALEX D. FUNDERBURG

Signature


 


 


 


 


Alex D. Funderburg

Printed Name


 


 


 


 

Alice Iles Funderburg Trust, Dtd. 6/1/61

 

 

 

 

By:

 

Alpine Bank & Trust Co., Trustee

 

 

 

 


/s/ JULIE O'ROURKE

Signature


 


 


 


 


Julie O'Rourke

Printed Name


 


 


 


 

Its: EVP and Senior Trust and Investment Division Manager

 

 

 

 

[SIGNATURE PAGE OF VOTING AND SUPPORT AGREEMENT]

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PRINCIPAL STOCKHOLDERS
 
NUMBER OF
SHARES OWNED
 
ADDRESS & OTHER
CONTACT INFORMATION

 

 

 

 

 

 

 
Funderburg-Warren Trust, Dtd. 2/24/67        

By:

 

Alpine Bank & Trust Co., Trustee

 

 

 

 


/s/ JULIE O'ROURKE

Signature


 


 


 


 


Julie O'Rourke

Printed Name


 


 


 


 

Its: EVP and Senior Trust and Investment Division Manager

 

 

 

 

Hugh K. Funderburg, sole trustee or his successors in trust, under Hugh K. Funderburg Living Trust, Dtd. 3/2/98

 

 

 

 

By:

 

Hugh K. Funderburg II, Trustee

 

 

 

 


/s/ HUGH K. FUNDERBURG II

Signature


 


 


 


 


Hugh K. Funderburg II

Printed Name


 


 


 


 

[SIGNATURE PAGE OF VOTING AND SUPPORT AGREEMENT]

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PRINCIPAL STOCKHOLDERS
 
NUMBER OF
SHARES OWNED
 
ADDRESS & OTHER
CONTACT INFORMATION

 

 

 

 

 

 

 
R. Robert Funderburg 1992 GST Exemption Trust        

By:

 

Alpine Bank & Trust Co., Trustee

 

 

 

 


/s/ JULIE O'ROURKE

Signature


 


 


 


 


Julie O'Rourke

Printed Name


 


 


 


 

Its: EVP and Senior Trust and Investment Division Manager

 

 

 

 


/s/ ALEX D. FUNDERBURG

Alex D. Funderburg


 


 


 


 


/s/ HUGH K. FUNDERBURG II

Hugh K. Funderburg II


 


 


 


 


/s/ R. ROBERT FUNDERBURG, JR.

R. Robert Funderburg, Jr.


 


 


 


 

[SIGNATURE PAGE OF VOTING AND SUPPORT AGREEMENT]

B-10


PRINCIPAL STOCKHOLDERS
 
NUMBER OF
SHARES OWNED
 
ADDRESS & OTHER
CONTACT INFORMATION

 

 

 

 

 

 

 
R. Robert Funderburg Trust 5/11/1990 TUA        

By:

 

Alpine Bank & Trust Co., Trustee

 

 

 

 


/s/ JULIE O'ROURKE

Signature


 


 


 


 


Julie O'Rourke

Printed Name


 


 


 


 

Its: EVP and Senior Trust and Investment Division Manager

 

 

 

 


/s/ ALEX D. FUNDERBURG

Alex D. Funderburg


 


 


 


 


/s/ HUGH K. FUNDERBURG II

Hugh K. Funderburg II


 


 


 


 


/s/ R. ROBERT FUNDERBURG, JR.

R. Robert Funderburg, Jr.


 


 


 


 

[SIGNATURE PAGE OF VOTING AND SUPPORT AGREEMENT]

B-11


PRINCIPAL STOCKHOLDERS
 
NUMBER OF
SHARES OWNED
 
ADDRESS & OTHER
CONTACT INFORMATION

 

 

 

 

 

 

 
R. Robert Funderburg, Jr. Grantor Retained Annuity Trust        

By:

 

Alpine Bank & Trust Co., Trustee

 

 

 

 


/s/ JULIE O'ROURKE

Signature


 


 


 


 


Julie O'Rourke

Printed Name


 


 


 


 

Its: EVP and Senior Trust and Investment Division Manager

 

 

 

 

R. Robert Funderburg, Jr. Revocable Trust dated 2/22/97

 

 

 

 

By:

 

R. Robert Funderburg, Jr., Trustee

 

 

 

 


/s/ R. ROBERT FUNDERBURG, JR.

Signature


 


 


 


 


R. Robert Funderburg, Jr.

Printed Name


 


 


 


 

[SIGNATURE PAGE OF VOTING AND SUPPORT AGREEMENT]

B-12


PRINCIPAL STOCKHOLDERS
 
NUMBER OF
SHARES OWNED
 
ADDRESS & OTHER
CONTACT INFORMATION

 

 

 

 

 

 

 
Sally Deanne Funderburg 1992 GST Exemption Trust        

By:

 

Alpine Bank & Trust Co., Trustee

 

 

 

 


/s/ JULIE O'ROURKE

Signature


 


 


 


 


Julie O'Rourke

Printed Name


 


 


 


 

Its: EVP and Senior Trust and Investment Division Manager

 

 

 

 


/s/ ALEX D. FUNDERBURG

Alex D. Funderburg


 


 


 


 


/s/ HUGH K. FUNDERBURG II

Hugh K. Funderburg II


 


 


 


 


/s/ R. ROBERT FUNDERBURG, JR.

R. Robert Funderburg, Jr.


 


 


 


 

[SIGNATURE PAGE OF VOTING AND SUPPORT AGREEMENT]

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Annex C

Opinion of Sheshunoff & Co. Investment Banking, L.P.

LOGO

October 13, 2017

Board of Directors
Alpine Bancorporation, Inc.
600 South State Street
Belvidere, Illinois 61008

Members of the Board:

        You have requested Sheshunoff & Co. Investment Banking ("Sheshunoff") to render its opinion as to the fairness, from a financial point of view, to the shareholders of Alpine Bancorporation, Inc. (the "Company"), a bank holding company incorporated in Delaware, of the consideration to be paid to the Company shareholders in the proposed merger of the Company with and into Midland States Bancorp, Inc., an Illinois corporation ("Midland") (the "Merger"). The Company will be merged into Midland's wholly-owned subsidiary, Peak Midland Acquisition, LLC, a Delaware limited liability company, at the completion of the Merger.

        Pursuant to the Agreement and Plan of Merger execution copy dated on or about October 12, 2017 (the "Agreement"), Midland has agreed to exchange approximately $33.3 million in cash and 4,463,200 shares of Midland common stock for all of the outstanding shares of common stock of the Company. The Company will also pay out excess capital prior to the completion of the transaction, currently estimated at approximately $11.6 million assuming a closing date in March 2018. The aggregate consideration to be received by Company shareholders is valued at approximately $192.6 million as of Midland's closing share price of $33.09 on October 12, 2017. The value and the composition of the total merger consideration may be adjusted pursuant to the terms of the Agreement. In the event that the 20-day volume weighted average price of Midland common stock has declined by more than 20% immediately preceding the tenth day prior to the closing date and Midland's common stock underperforms the KBW Nasdaq Regional Banking Index by more than 20% during the same time period, the Company can elect to terminate the Agreement. If the Company would exercise this right, Midland would have the option to increase the aggregate consideration. The Midland purchase price is in addition to the assumption of a number of one-time deal related charges other than the Company's legal expenses, accounting fees, and investment banker's fees. The total deal related charges to be assumed by Midland is estimated to be approximately $16.6 million on a pre-tax basis.

        Sheshunoff is regularly engaged in the valuation of securities in connection with mergers and acquisitions and valuations for tax, financial reporting, corporate and other purposes. Sheshunoff is experienced in these activities and has performed assignments similar in nature to that requested by the Company.

        In connection with its opinion, Sheshunoff, among other things:

GRAPHIC

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        For the purposes of this opinion, Sheshunoff assumed and relied upon, without independent verification, the accuracy and completeness of the information provided to us by the Company. Sheshunoff assumed that any projections provided or approved by the Company were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the Company's management. Sheshunoff has assumed such forecasts and projections will be realized in the amounts and at the times contemplated thereby. Sheshunoff assumes no responsibility for and expresses no opinion on any such projections or the assumptions on which they are based. In addition, where appropriate, Sheshunoff relied upon publicly available information that is believed to be reliable, accurate, and complete; however, we cannot guarantee the reliability, accuracy, or completeness of any such publicly available information.

        Sheshunoff did not make an independent evaluation of the assets or liabilities (including any contingent, derivative or off-balance-sheet assets or liabilities) of the Company or Midland nor was Sheshunoff furnished with any such appraisals. Sheshunoff assumed that any off-balance sheet activities of the Company or Midland will not materially and adversely impact the future financial position or results of operations of Midland after the Merger. Sheshunoff is not an expert in the evaluation of loan

C-2


portfolios for the purposes of assessing the adequacy of the allowance for loan and lease losses and assumed that such allowances for the Company and Midland are, respectively, adequate to cover such losses. In addition, we have not reviewed any individual credit files or made an independent evaluation, appraisal or physical inspection of the assets or individual properties of the Company or Midland nor has Sheshunoff been furnished with any such evaluations or appraisals. Sheshunoff did not perform an onsite review of the Company or Midland in the preparation of this opinion.

        Sheshunoff assumed that the latest draft of the Agreement, as provided to Sheshunoff, will be without any amendment or waiver of, or delay in the fulfillment of, any terms or conditions set forth in the terms provided to Sheshunoff or any subsequent development that would have a material adverse effect on the Company or Midland and thereby on the results of our analyses. Sheshunoff assumed that any and all regulatory approvals, if required, will be received in a timely fashion and without any conditions or requirements that could adversely affect the operations or financial condition of Midland after the completion of the Merger.

        Sheshunoff's opinion is necessarily based on economic, market, regulatory, and other conditions as in effect on, and the information made available to us as of, the date hereof. Events occurring after the date hereof could materially affect the assumptions used in preparing this opinion and the resulting conclusion, and we assume no responsibility for advising any person of any change in any matter affecting this opinion. Sheshunoff assumed that there are no material changes in the assets, financial condition, results of operations, regulatory standing, business or prospects of the Company since the date of the last financial statement reviewed by us. The Company's management has advised us that they know of no additional information that would have a material effect on this opinion. This opinion does not address any legal, regulatory, tax or accounting matters, as to which the Company has informed us that they have received such advice as they deem necessary from qualified professionals.

        Sheshunoff expresses no opinion on the underlying decision by the Company to engage in the Merger or the relative merits of the Merger as compared to the other transactions or business strategies that might be available to the Company. This opinion is not an appraisal or opinion of value but is limited to the fairness of the Merger, from a financial point of view, to the Company shareholders. We do not express any view, nor does this opinion, on any other term or aspect of the Merger, including, without limitation, (i) the fairness of the Merger to any class of securities, creditors or constituencies of the Company or (ii) the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors, or employees of the Company resulting directly or indirectly from the completion of the transactions as contemplated in the Merger.

        This letter and the opinion expressed herein do not constitute a recommendation to any shareholder as to any approval of the Merger. Sheshunoff is an independent contractor for the purposes of this engagement and owes its duty solely to the Company and not to any third party, including, without limitation, any individual board members or shareholders. Sheshunoff specifically disclaims any liability or fiduciary duties to the Company's shareholders or any third parties. It is understood that this letter, and the opinion expressed herein, is for the information of the Board of Directors of the Company and may not be used for any other purpose without Sheshunoff's prior written consent, except as may be required by law or by a court of competent jurisdiction and except that this opinion may be included in any filing with respect to the Merger with the Securities and Exchange Commission or proxy statement or similar communication to the Company's stockholders provided that this opinion is included in its entirety.

        Sheshunoff's fairness opinion is solely for the information of the Board of Directors of the Company in the discharge of its fiduciary obligations and not for any other third party, including, without limitation, individual board members or the Company's shareholders. The Company retained Sheshunoff based upon Sheshunoff's reputation in bank valuations, mergers and acquisitions, and familiarity with the banking business. The Company placed no limit on the scope of our analyses. In

C-3


addition, the Company agreed to reimburse Sheshunoff's expenses and to indemnify Sheshunoff and its officers, employees and affiliates for certain liabilities that may arise out of this engagement.

        Sheshunoff will receive a fee for rendering its opinion that is not contingent upon the completion of the Merger and additional fees that are contingent upon consummation of the Merger. In the past two years, Sheshunoff has provided valuation services for which it received a fee. This opinion and the analyses supporting it were approved by a fairness committee of Sheshunoff.

        Based on the foregoing and such other matters Sheshunoff deemed relevant, it is our opinion, as of the date hereof, that the consideration to be received pursuant to the Merger is fair to the Company shareholders, from a financial point of view.

    Very truly yours,

 

 

GRAPHIC
    SHESHUNOFF & CO
INVESTMENT BANKING, L.P.

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Table of Contents


Annex D
Section 262 of the Delaware General Corporation Law

§ 262 Appraisal rights

        (a)   Any shareholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the shareholder's shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word "shareholder" means a holder of record of stock in a corporation; the words "stock" and "share" mean and include what is ordinarily meant by those words; and the words "depository receipt" mean a receipt or other instrument issued by a depository representing an interest in 1 or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

        (b)   Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title and, subject to paragraph (b)(3) of this section, § 251(h) of this title), § 252, § 254, § 255, § 256, § 257, § 258, § 263 or § 264 of this title:

D-1


Table of Contents

        (c)   Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the provisions of this section, including those set forth in subsections (d), (e), and (g) of this section, shall apply as nearly as is practicable.

        (d)   Appraisal rights shall be perfected as follows:

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Table of Contents

        (e)   Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any shareholder who has complied with subsections (a) and (d) of this section hereof and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such shareholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any shareholder who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such shareholder's demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any shareholder who has complied with the requirements of subsections (a) and (d) of this section hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the shareholder within 10 days after such shareholder's written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section hereof, whichever is later. Notwithstanding subsection (a) of this section, a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, in such person's own name, file a petition or request from the corporation the statement described in this subsection.

        (f)    Upon the filing of any such petition by a shareholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all shareholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the shareholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such

D-3


Table of Contents

publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

        (g)   At the hearing on such petition, the Court shall determine the shareholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the shareholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any shareholder fails to comply with such direction, the Court may dismiss the proceedings as to such shareholder. If immediately before the merger or consolidation the shares of the class or series of stock of the constituent corporation as to which appraisal rights are available were listed on a national securities exchange, the Court shall dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal, (2) the value of the consideration provided in the merger or consolidation for such total number of shares exceeds $1 million, or (3) the merger was approved pursuant to § 253 or § 267 of this title.

        (h)   After the Court determines the shareholders entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, and except as provided in this subsection, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each shareholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Court, and (2) interest theretofore accrued, unless paid at that time. Upon application by the surviving or resulting corporation or by any shareholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the shareholders entitled to an appraisal. Any shareholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such shareholder's certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such shareholder is not entitled to appraisal rights under this section.

        (i)    The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the shareholders entitled thereto. Payment shall be so made to each such shareholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court's decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.

        (j)    The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a shareholder, the Court may order all or a portion of the expenses incurred by any shareholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney's fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

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        (k)   From and after the effective date of the merger or consolidation, no shareholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to shareholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such shareholder shall deliver to the surviving or resulting corporation a written withdrawal of such shareholder's demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such shareholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any shareholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just; provided, however that this provision shall not affect the right of any shareholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such shareholder's demand for appraisal and to accept the terms offered upon the merger or consolidation within 60 days after the effective date of the merger or consolidation, as set forth in subsection (e) of this section.

        (l)    The shares of the surviving or resulting corporation to which the shares of such objecting shareholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.

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PART II
Information Not Required in Prospectus

Item 20.    Indemnification of Directors and Officers.

        Under Section 8.75 of the Illinois Business Corporation Act of 1983, or the IBCA, an Illinois corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

        In addition, an Illinois corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, provided that no indemnification shall be made with respect to any claim, issue, or matter as to which such person has been adjudged to have been liable to the corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

        Section 8.75 of the IBCA also provides that, to the extent that a present or former director, officer or employee of a corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in either of the foregoing paragraphs, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, if the person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation.

        The registrant's articles of incorporation and bylaws provide that, subject to the limits of applicable federal and state banking laws and regulations, the registrant must indemnify each person who is or was a director or officer of the registrant and each person who serves or served at the request of the registrant as a director, officer or partner of another enterprise in accordance with, and to the fullest extent authorized by, the IBCA, as the same now exists or may be amended in the future.

        The registrant has also obtained officers' and directors' liability insurance which insures against liabilities that officers and directors may, in such capacities, incur. Section 8.75 of the IBCA provides that an Illinois corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the IBCA.

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Item 21.    Exhibits and Financial Statement Schedules.

Exhibit
Number
  Description of Exhibit
2.1 Agreement and Plan of Merger by and among Midland States Bancorp, Inc., Peak Midland Acquisition, LLC and Alpine Bancorporation, Inc., dated as of October 16, 2017 (included as Annex A to the joint proxy statement/prospectus contained in this registration statement).
      
3.1   Articles of Incorporation of Midland States Bancorp, Inc. (incorporated by reference to Exhibit 3.1 to Midland States Bancorp, Inc.'s registration statement on Form S-1 (File No. 333-210683) filed on April 11, 2016).
      
3.2   Statement of Resolution Establishing Series of Series G Preferred Stock of Midland States Bancorp, Inc. (incorporated by reference to Exhibit 3.1 to Midland States Bancorp, Inc.'s Current Report on Form 8-K filed on June 12, 2017).
      
3.3   Statement of Resolution Establishing Series of Fixed Rate Non-Voting Perpetual Non-Cumulative Preferred Stock, Series H of Midland States Bancorp, Inc. (incorporated by reference to Exhibit 3.2 to Midland States Bancorp, Inc.'s Current Report on Form 8-K filed on June 12, 2017).
      
3.4   By-laws of Midland States Bancorp, Inc. (incorporated by reference to Exhibit 3.2 to Midland States Bancorp,  Inc.'s registration statement on Form S-1 (File No. 333-210683) filed on April 11, 2016).
      
    Certain instruments defining the rights of holders of the long-term debt securities of Midland States Bancorp, Inc. and its subsidiaries are omitted pursuant to Section (b)(4)(iii)(A) of Item 601 of Regulation S-K. Midland States Bancorp, Inc. hereby agrees to furnish copies of these instruments to the SEC upon request.
      
5.1 ** Opinion of Barack Ferrazzano Kirschbaum & Nagelberg LLP.
      
8.1 * Tax Opinion of Barack Ferrazzano Kirschbaum & Nagelberg LLP.
      
8.2 * Tax Opinion of Chapman and Cutler LLP.
      
23.1 ** Consent of KPMG LLP.
      
23.2 ** Consent of Wipfli LLP.
      
23.3 ** Consent of Crowe Horwath LLP.
      
23.4 ** Consent of Barack Ferrazzano Kirschbaum & Nagelberg LLP (included in Exhibit 5.1).
      
23.5 * Consent of Barack Ferrazzano Kirschbaum & Nagelberg LLP (included in Exhibit 8.1).
      
23.6 * Consent of Chapman and Cutler LLP (included in Exhibit 8.2).
      
24.1 ** Powers of Attorney.
      
99.1 ** Consent of Sheshunoff & Co. Investment Banking, L.P.
      
99.2 * Form of proxy card of Midland States Bancorp, Inc.
      
99.3 * Form of proxy card of Alpine Bancorporation, Inc.

   

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Exhibit
Number
  Description of Exhibit
99.4 ** Consent of R. Robert Funderburg, Jr.

Schedules and/or exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request.

*
To be filed by amendment

**
Previously filed

        All schedules are omitted because they are not applicable, not required or because the required information is included in the consolidated financial statements or notes thereto.

Item 22.    Undertakings.

        (a)   The undersigned registrant hereby undertakes:

        (b)   The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)   (1)   The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning

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of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

        (d)   The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (e)   The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

        (f)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Exchange Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Effingham, State of Illinois, on this 6th day of December, 2017.

    MIDLAND STATES BANCORP, INC.

 

 

By:

 

/s/ LEON J. HOLSCHBACH

        Name:   Leon J. Holschbach
        Title:   Chief Executive Officer and President
 
Name
 
Title
 
Date

 

 

 

 

 

 
  /s/ LEON J. HOLSCHBACH

Leon J. Holschbach
  Director (Vice Chairman); Chief Executive Officer and President (principal executive officer)   December 6, 2017

 

/s/ JEFFREY G. LUDWIG

Jeffrey G. Ludwig

 

Executive Vice President and Chief Financial Officer (principal financial and accounting officer)

 

December 6, 2017

 

*

John M. Schultz

 

Director (Chairman)

 

December 6, 2017

 

*

Deborah A. Golden

 

Director

 

December 6, 2017

 

*

Jerry L. McDaniel

 

Director

 

December 6, 2017

 

*

Jeffrey M. McDonnell

 

Director

 

December 6, 2017

 

*

Dwight A. Miller

 

Director

 

December 6, 2017

 

*

Richard T. Ramos

 

Director

 

December 6, 2017

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Name
 
Title
 
Date

 

 

 

 

 

 
  *

Laurence A. Schiffer
  Director   December 6, 2017

 

*

Robert F. Schultz

 

Director

 

December 6, 2017

 

*

Thomas D. Shaw

 

Director

 

December 6, 2017

 

*

Jeffrey C. Smith

 

Director

 

December 6, 2017

*
Pursuant to the power of attorney previously included in the registrant's Registration Statement on Form S-4 filed on December 6, 2017.
By:   /s/ DOUGLAS J. TUCKER

Douglas J. Tucker
Attorney-in-fact
   

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