UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 20, 2010
Midwest Banc Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-13735 | 36-3252484 | ||
(State or other Jurisdiction of | (Commission File Number) | (IRS Employer Identification No.) | ||
Incorporation) |
P.O. Box 1547 | ||
Melrose Park, IL | 60161 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: 708-865-1053
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.03: | Bankruptcy or Receivership |
On
August 20, 2010, Midwest Banc Holdings, Inc. (the Company), filed a voluntary petition in the
United States Bankruptcy Court for the Northern District of Illinois, Eastern Division (the
Bankruptcy Court) seeking relief under the provisions of Chapter 11 of Title 11 of the United
States Code (the Bankruptcy Code) (Proposed Case No. 10-37319) (the Case). The Company
continues to operate its business as debtor-in-possession under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the
Bankruptcy Court.
Item 2.04: | Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement |
The filing of the Chapter 11 Case described in Item 1.03 above constituted an event of default or
otherwise triggered repayment obligations under a number of instruments and agreements relating to
direct and indirect financial obligations of the Company (the Debt Documents). As a result of the
events of default, the obligations under the Debt Documents became automatically and immediately
due and payable. The Company believes that any efforts to enforce the payment obligations under
these Debt Documents are stayed as a result of the filing of the Chapter 11 Case in the Bankruptcy
Court. The Debt Documents and the approximate amount of debt currently outstanding thereunder, are
as follows:
For Midwest Capital Trust III, the Debt Documents are (1) the indenture, dated December 19, 2003,
by and between the Company as issuer and Deutsche Bank Trust Co. as trustee, with respect to Junior
Subordinated Debentures, and (2) the guarantee agreement, dated as of December 19, 2003, by and
between the Company as guarantor and Deutsche Bank Trust Co. as guarantee trustee. Approximately
$9.7 million is currently outstanding under the indenture, all of which is unsecured.
For Midwest Capital Trust IV, the Debt Documents are (1) the indenture, dated December 19, 2003, by
and between the Company as issuer and Wilmington Trust Company as trustee with respect to Floating
Rate Junior Subordinated Debt Securities, and (2) the guarantee agreement, dated as of December 19,
2003, by and between the Company as guarantor and Wilmington Trust Company as guarantee trustee.
Approximately $10.7 million is currently outstanding under the indenture, all of which is
unsecured.
For Midwest Capital Trust V, the Debt Documents are (1) the indenture, dated June 7, 2005, by and
between the Company as issuer and Wilmington Trust Company as trustee with respect to Floating Rate
Junior Subordinated Deferrable Interest Debentures, and (2) the guarantee agreement, dated as of
June 7, 2005, by and between the Company as guarantor and Wilmington Trust Company as guarantee
trustee. Approximately $21.3 million is currently outstanding under the indenture, all of which is
unsecured.
For Northwest Suburban Capital Trust I, the Debt Documents are (1) the indenture dated July 23,
2004, by and between the Company as issuer and JPMorgan Chase Bank as trustee with respect to
Junior Subordinated Debt Securities, and (2) the guarantee
agreement, dated as of July 23, 2004, by
and between the Company as guarantor and JPMorgan Chase Bank as guarantee trustee. Approximately
$10.7 million is currently outstanding under the indenture, all of which is unsecured.
For Royal Capital Trust I, the Debt Documents are (1) the indenture, dated July 23, 2004, by and
between the Company and JPMorgan Chase Bank as trustee with respect to Junior Subordinated Debt
Securities, and (2) the guarantee agreement, dated as of July 23, 2004, by and between the Company
as guarantor and JPMorgan Chase Bank as guarantee trustee. Approximately $10.8 million is currently
outstanding under the indenture, all of which is unsecured.
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For debt owed to a third party lender, the Debt Document is a Junior Subordinated Debenture, dated
as of March 31, 2008, by and between the Company and the lender. Approximately $15.4 million is
currently outstanding under the debenture, all of which is unsecured.
As previously reported, the Company entered into a Forbearance Agreement with its lender. This
agreement expired on March 31, 2010, allowing the lender to declare all amounts owed to it under
the Companys loan agreements with this lender immediately due and payable. The filing of the
Chapter 11 case constituted an event of default under these Debt Documents. As a result, these
obligations are immediately due and payable. Approximately $79.1 million is currently outstanding
under these instruments.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MIDWEST BANC HOLDINGS, INC. | ||||
(Registrant) | ||||
/s/ Roberto R. Herencia | ||||
Roberto R. Herencia | ||||
President and Chief Financial Officer | ||||
Date: August 23, 2010 |
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