MidWestOne Financial Group, Inc. (Form: 8-K, Received: 05/01/2019 08:46:43)

UNITED STATES

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




Date of Report (Date of earliest event reported)		May 1, 2019

MidWest One Financial Group, Inc.

(Exact name of registrant as specified in its charter)



	Commission file number 001-35968



Iowa		42-1206172
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification Number)

102 South Clinton Street

Iowa City, Iowa 52240

(Address of principal executive offices, including zip code)

(319) 356-5800

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2 below):



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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

EXPLANATORY NOTE

This Current Report on Form 8-K is being filed in connection with the consummation on May 1, 2019 of the transactions contemplated by the Agreement and Plan of Merger, dated as of August 21, 2018 (the “Merger Agreement”), by and between MidWest One Financial Group, Inc., an Iowa corporation (the “Company”), and ATBancorp, an Iowa corporation (“ATBancorp”), including the merger of ATBancorp with and into the Company (the “Merger”), with the Company as the surviving corporation in the Merger.

Item 2.01. Completion of Acquisition or Disposal of Assets.

The information set forth in the Introductory Note is incorporated herein by reference.

Closing of Merger

On May 1, 2019, pursuant to the terms of the Merger Agreement, ATBancorp merged with and into the Company, with the Company continuing as the surviving entity in the Merger. Immediately after the Merger, ATBancorp’s wholly owned bank subsidiaries, American Trust & Savings Bank (“ATSB”) and American Bank & Trust Wisconsin, each merged with and into the Company’s wholly owned bank subsidiary, MidWest One Bank (the “Bank Merger”), with MidWest One Bank as the surviving entity in the Bank Merger.

Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) each share of common stock, no par value per share (except for shares that were owned directly by the Company or ATBancorp, subject to certain customary exceptions, which were canceled in the Merger, and dissenters’ shares) of ATBancorp (“ATBancorp Common Stock”) converted into the right to receive $992.51 and 117.5500 shares of common stock, $1.00 par value per share, of the Company (“Company Common Stock”). No fractional shares of Company Common Stock were issued in the Merger, and ATBancorp’s shareholders became entitled to receive cash in lieu of fractional shares. As a result of the Merger, the Company will deliver approximately 4,117,541 shares of Company Common Stock to the former holders of ATBancorp Common Stock. Each outstanding share of Company Common Stock existing immediately prior to the Effective Time remained outstanding and was unaffected by the Merger.

In connection with the completion of the Merger, on May 1, 2019, the Company entered into supplemental indentures and related agreements pursuant to which it assumed ATBancorp’s obligations as required by the indentures and certain related agreements with respect to ATBancorp’s outstanding Floating Rate Junior Subordinated Deferrable Interest Debentures due 2036 (and ATBancorp’s guarantee of certain outstanding trust preferred securities relating thereto) and Floating Rate Junior Subordinated Deferrable Interest Debentures due 2037 (and ATBancorp’s guarantee of certain outstanding trust preferred securities relating thereto), which collectively have an aggregate principal amount of approximately $20.1 million, in each case before related acquisition accounting fair market value adjustments. Also on May 1, 2019, the Company also entered into an assignment and assumption agreement pursuant to which it assumed ATBancorp’s 6.50% Subordinated Debentures due 2023, which have an aggregate principal amount of approximately $10,835,000 before related acquisition accounting fair market value adjustments.

Amendment to Merger Agreement

Prior to the closing of the Merger, on April 30, 2019, ATBancorp and the Company entered into the First Amendment to the Agreement and Plan of Merger (the “Amendment”), a copy of which is attached hereto as Exhibit 2.2.

The Merger Agreement provides that, as a condition to the consummation of the Merger, ATBancorp must dispose of certain assets relating to its retirement services business (the “Assets”). Pursuant to the Merger Agreement, ATBancorp intends to pay its shareholders, concurrent with the closing of the Merger, a special dividend of the Net Proceeds (as defined in the Merger Agreement) from the sale of the Assets.

The Amendment provides that ATBancorp will deposit in escrow $7,000,000 from the cash portion of the Merger consideration received from the Company to secure certain contingent obligations of ATSB in favor of the buyer of the Assets. The Amendment also provides that ATBancorp will deposit in escrow $4,000,000 from the cash portion of the Merger consideration received from the Company to secure certain contingent obligations of ATSB in favor of the Company. Additionally, the Amendment provides that ATBancorp will deposit in escrow $100,000 from the cash portion of the Merger consideration received from the Company to secure certain contingent obligations of ATSB in favor of the purchaser of certain assets related to its trust business in California, which was sold in April 2019, and will also deposit in escrow $1,300,000 from the cash portion of the Merger consideration received from the Company to cover any expenses incurred by Nicholas J. Schrup III, R. Rourke Holscher and Douglas H. Greeff, as the ATBancorp shareholder representatives, in connection with their oversight and management of the funds held in the escrow accounts discussed above.

Upon the expiration of the escrow agreements discussed above, to the extent any funds remain in such escrow accounts, such funds shall be disbursed pro rata to the holders of ATBancorp common stock who are identified in the respective escrow agreement governing such funds and such disbursement shall be considered a portion of the Merger consideration.

The foregoing description of the Merger, the Merger Agreement and the Amendment is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 22, 2018, and to the Amendment, which is filed as Exhibit 2.2 hereto, each of which is incorporated herein by reference.


Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note is incorporated herein by reference.

Immediately following the Effective Time, Douglas H. Greeff and Richard J. Hartig were appointed to the Board of Directors of the Company (the “Board”). Mr. Greeff was appointed as a Class I director for a term expiring at the 2020 annual meeting of the Company’s shareholders. Mr. Hartig was appointed as a Class II director for a term expiring at the 2021 annual meeting of the Company’s shareholders.

Other than the Merger Agreement, there are no arrangements between Messrs. Greeff or Hartig and any other persons pursuant to which either Mr. Greeff or Mr. Hartig was selected as a director. There are no transactions in which Mr. Greeff or Mr. Hartig have an interest requiring disclosure under Item 404(a) of Regulation S-K.


Item 5.03.	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 18, 2019, effective at the Effective Time, the Board amended the Bylaws of the Company by amending Section 3.2 (the “Amendment”) to permit for an increase the number of directors constituting the Board of Directors and to update outdated language in the Bylaws.

The Amendment is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated by reference herein. The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment.


Item 8.01.	Other Events.

On May 1, 2019, the Company issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.


Item 9.01.	Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The Company intends to file the financial statements of ATBancorp required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The Company intends to file the pro forma financial information required by Item 9.01(b) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

Exhibit No. Description

2.1 Agreement and Plan of Merger by and between MidWest One Financial Group, Inc. and ATBancorp, dated August 21, 2018 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 22, 2018).*

2.2 First Amendment to the Agreement and Plan of Merger, by and between MidWest One Financial Group, Inc. and ATBancorp, dated April 30, 2019.

3.1 Amendment to Bylaws.

99.1 Press Release, dated May 1, 2019.

* The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		M ID W EST O NE F INANCIAL G ROUP , I NC .

Dated:	May 1, 2019	By:	/s/ B ARRY S. R AY
			Barry S. Ray
			Senior Executive Vice President and Chief Financial Officer

Exhibit 2.2

FIRST AMENDMENT TO THE

AGREEMENT AND PLAN OF MERGER

THIS FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this “ Amendment ”) is entered into as of April 30, 2019, between ATBancorp , an Iowa corporation (the “ Company ”), and MidWest One Financial Group, Inc. , an Iowa corporation (“ Acquiror ”).

RECITALS

A. The Company and Acquiror entered into an Agreement and Plan of Merger dated as of August 21, 2018 (the “ Merger Agreement ”), providing for the merger of the Company with and into Acquiror (the “ Merger ”) with Acquiror being the surviving entity. Immediately following the consummation of the Merger, American Trust & Savings Bank, an Iowa state chartered bank (“ Bank A ”), and American Bank & Trust Wisconsin, a Wisconsin state chartered bank, will merge with and into MidWest One Bank, an Iowa state chartered bank, with Acquiror Bank being the surviving entity in such bank mergers (the “ Bank Mergers ”). The consummation of the Merger and the cancellation and conversion of each of the shares of Company Common Stock will entitle holders of Company Common Stock the right to receive (i) the Per Share Cash Consideration and (ii) the Per Share Stock Consideration, in the amounts as set forth in the Merger Agreement.

B. Bank A conducts, through a division of Bank A known as ATRetirement, a retirement services business, which includes a wide range of services provided to retirement plans, including trustee, investment management, recordkeeping, administrative services, insurance services through ATInsurance and other third party selling/advisor services (the “ Business ”).

C. As a condition to the consummation of the Merger, pursuant to Sections 5.15 and 8.14 of the Merger Agreement, the Company and Bank A must dispose of certain assets of the Business.

D. Pursuant to Section 7.10 of the Merger Agreement, the Company intends to pay to its shareholders, concurrent with Closing, a special dividend of the Net Proceeds from the sale of the Business.

E. Reference is made to that certain Asset Purchase and Assumption Agreement (the “ Purchase Agreement ”), dated as February 9, 2019 by and between Bank A and First Mercantile Trust Company, a Tennessee state trust company (“ Buyer ”), pursuant to which Buyer will purchase the Business from Bank A (the “ Retirement Business Sale ”).

F. In connection with Buyer’s acquisition of the Business from Bank A, certain proceeds of the Retirement Business Sale received by Bank A will be placed in escrow to secure certain contingent obligations of Bank A in favor of Buyer under the Purchase Agreement.

G. Reference is made to that certain form of Escrow Agreement (the “ Buyer Escrow Agreement ”), by and among Buyer, Bank A, the Company, Nicholas J. Schrup III, R. Rourke Holscher and Douglas H. Greeff (collectively, the “ Shareholder Representative ”) and Wilmington Trust, N.A., a national banking association, as escrow agent (“ Wilmington ”), pursuant to which

the Company is required to deposit $7,000,000 to secure certain of Bank A’s contingent obligations in favor of Buyer under the Purchase Agreement.

H. In connection with Buyer’s acquisition of the Business from Bank A, certain proceeds of the Retirement Business Sale received by Bank A will be placed in escrow to secure certain contingent obligations of Bank A in favor of Acquiror pursuant to its obligations under with respect to the Retirement Business Sale and the Purchase Agreement.

I. Reference is made to that certain form of Escrow Agreement (the “ MOFG Escrow Agreement ”), by and among Acquiror, Bank A, the Company, the Shareholder Representative and MidWest One Bank, as escrow agent, pursuant to which the Company is required to deposit $4,000,000 to secure certain of Bank A’s contingent obligations in favor of Acquiror pursuant to the Retirement Business Sale.

J. Bank A also entered into an Asset Purchase Agreement, dated January 28, 2019, by and between Bank A and Exchange Bank, a California banking corporation, providing for the sale of certain of Bank A’s assets related to its trust business located in California. Reference is made to that certain form of Escrow Agreement (the “ Exchange Bank Escrow Agreement ”), by and among Exchange Bank, the Company, Bank A, the Shareholder Representative and Wilmington, pursuant to which the Company is required to deposit $100,000 to secure certain of Bank A’s contingent obligations in favor of Exchange Bank pursuant to sale of the assets located in California.

K. Reference is made to that certain form of Escrow Agreement (the “Shareholder Representative Expenses Escrow Agreement ”), by and among the Company, the Shareholder Representative and MidWest One Bank, as escrow agent, pursuant to which the Company is required to deposit $1,300,000 to cover any expenses incurred by the Shareholder Representative in connection with the oversight and management of funds held in the each of the escrow accounts mentioned herein and that are necessary and required to consummate the transactions contemplated under the Merger Agreement.

L. The Company and Acquiror now each desire and deem it advisable to amend the Merger Agreement by entering into this Amendment.

NOW, THEREFORE , in consideration of the mutual representations, warranties, covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree, pending the approval of this Amendment by the shareholders of the Company, in accordance with the IBCA and Company Articles of Incorporation:

AGREEMENTS

Section 1. All defined or capitalized terms used in this Amendment shall have the meanings given such terms in the Merger Agreement, unless said terms are defined herein or unless the context clearly indicates to the contrary.

Section 2. Section 2.1 of the Merger Agreement is hereby amended to include the following:

(c)

(i) In connection with the consummation of any Pre-Closing Disposition required under Section 5.15 , $7,000,000 will be deposited pursuant to the Buyer Escrow Agreement, $4,000,000 will be deposited pursuant to the MOFG Escrow Agreement, $100,000 will be deposited pursuant to the Exchange Bank Escrow Agreement and $1,300,000 will be deposited pursuant to the Shareholder Representative Expenses Escrow Agreement (such amounts, in the aggregate, the “Required Escrow Deposits ”) to secure certain of the Company’s or Bank A’s liabilities to a transferee or Acquiror in connection with such Pre-Closing Disposition. For purposes of this Merger Agreement, the source of all such Required Escrow Deposits shall be from the cash portion of the Merger consideration

(ii) Upon the expiration of the escrow agreement(s) governing the Required Escrow Deposits, to the extent any funds remain in such escrow accounts, such portions of the Required Escrow Deposits shall be disbursed pro rata to the holders of Company Common Stock who are identified in the respective escrow agreement governing such Required Escrow Deposits. For purposes of this Agreement, such disbursement shall be considered as a portion of the Merger consideration.

Section 3. Section 2.4 of the Merger Agreement is hereby amended in its entirety as follows:

Section 2.4 Exchange of Certificates

(a) The parties to this Agreement agree: (i) that American Stock Transfer & Trust Company, LLC shall serve, pursuant to the terms of an exchange agent agreement, as the exchange agent for purposes of this Agreement (the “ Exchange Agent ”); and (ii) to execute and deliver the exchange agent agreement at or prior to the Effective Time. Acquiror shall be solely responsible for the payment of any fees and expenses of the Exchange Agent.

(b) At or prior to the Effective Time, Acquiror shall authorize the issuance of and shall make available to the Exchange Agent, for the benefit of the holders of Company Common Stock for exchange in accordance with this Article 2 : (i) a sufficient number of shares of Acquiror Common Stock for payment of the Per Share Stock Consideration pursuant to Section 2.1 ; (ii) sufficient cash for payment of the Per Share Cash Consideration, reduced by the amount of the Required Escrow Deposit (the “Closing Date Per Share Merger Consideration” ), pursuant to Section 2.1 ; and (iii) sufficient cash for payment of cash in lieu of fractional shares of Acquiror Common Stock

in accordance with Section 2.3 . Such amount of cash and shares of Acquiror Common Stock, together with any dividends or distributions with respect thereto paid after the Effective Time, are referred to in this Article 2 as the “ Conversion Fund. ”

(c) Within five (5) Business Days after the Closing Date, the Surviving Entity shall cause the Exchange Agent to mail to each holder of record of one or more certificates representing shares of Company Common Stock (“ Company Stock Certificates ”) a letter of transmittal (“ Letter of Transmittal ”), in a form to be agreed by the parties, which specifies, among other things, that delivery shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such certificates to the Exchange Agent, together with instructions for use in effecting the surrender of Company Stock Certificates pursuant to this Agreement.

(d) Upon proper surrender of a Company Stock Certificate for exchange to the Exchange Agent, together with a properly completed and duly executed Letter of Transmittal, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor his, her or its Closing Date Per Share Merger Consideration, plus his, her or its pro rata interest in the right to receive disbursements pursuant to the Escrow Agreements, plus cash in lieu of any fractional shares of Acquiror Common Stock in accordance with Section 2.3 deliverable in respect of the shares of Company Common Stock represented by such Company Stock Certificate; thereupon such Company Stock Certificate shall forthwith be cancelled. No interest will be paid or accrued on any portion of the Closing Date Per Share Merger Consideration deliverable upon surrender of a Company Stock Certificate. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, (i) the Closing Date Per Share Merger Consideration; (ii) cash in lieu of any fractional shares of Acquiror Common Stock that the shareholder has a right to receive pursuant to Section 2.3 ; (iii) a pro rata interest in the right to receive disbursements pursuant to the Escrow Agreements; and (iv) any dividends or distributions that the shareholder has a right to receive pursuant to Section 2.4(g) , in each case, upon the proper surrender of such Certificate in accordance with this Article 2 .

(e) In the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of the Company, the (i) Closing Date Per Share Merger Consideration; (ii) cash in lieu of any fractional shares of Acquiror Common Stock that the shareholder has a right to receive pursuant to Section 2.3 ; (iii) a pro rata interest in the right to receive disbursements pursuant to the Escrow Agreements; and (iv) any dividends or distributions that the shareholder has a right to receive pursuant to Section 2.4(g) shall be delivered pursuant to

Section 2.4(d) , without interest thereon, in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate and establish to the satisfaction of the Surviving Entity that the Tax has been paid or is not applicable. The Exchange Agent, the escrow agents serving pursuant to the Escrow Agreements (the “ Escrow Agents ”), the Surviving Entity and the Surviving Entity’s Affiliates shall be entitled to deduct or withhold (or cause to be deducted or withheld) from the Closing Date Per Share Merger Consideration and any other amounts otherwise payable pursuant to this Agreement such amounts as the Exchange Agent, the Escrow Agents, the Surviving Entity or the Surviving Entity’s applicable Affiliate, as the case may be, is required to deduct or withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so deducted or withheld and paid over to the applicable Tax authorities, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to Person in respect of whom such deduction and withholding was made.

(f) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of any shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for (i) the Closing Date Per Share Merger Consideration; (ii) cash in lieu of any fractional shares of Acquiror Common Stock that the shareholder has a right to receive pursuant to Section 2.3 , without interest thereon; (iii) the pro rata interest in the right to receive disbursements pursuant to the Escrow Agreements; and (iv) any dividends or distributions that the shareholder has a right to receive pursuant to Section 2.4(g) , in each case, in accordance with the procedures set forth in this Article 2 .

(g) No dividends or other distributions declared with respect to Acquiror Common Stock and payable to the holders of record thereof after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate until the holder thereof shall surrender such Company Stock Certificate in accordance with this Article 2 . Promptly after the surrender of a Company Stock Certificate in accordance with this Article 2 , the record holder thereof shall be entitled to receive any such dividends or other distributions, without interest thereon, which theretofore had become payable

with respect to shares of Acquiror Common Stock into which the shares of Company Common Stock represented by such Company Stock Certificate were converted at the Effective Time pursuant to Section 2.1 . No holder of an unsurrendered Company Stock Certificate shall be entitled, until the surrender of such Company Stock Certificate in accordance with this Article 2 , to vote the shares of Acquiror Common Stock into which such holder’s Company Common Stock shall have been converted.

(h) Any portion of the Conversion Fund that remains unclaimed by the shareholders of the Company twelve (12) months after the Effective Time shall be paid to the Surviving Entity, or its successors in interest. Any shareholders of the Company who have not theretofore complied with this Article 2 shall thereafter look only to the Surviving Entity, or its successors in interest, for (i) the Closing Date Per Share Merger Consideration; (ii) cash in lieu of any fractional shares of Acquiror Common Stock that the shareholder has a right to receive pursuant to Section 2.3 ; (iii) the pro rata interest in the right to receive disbursements pursuant to the Escrow Agreements; and (iv) any dividends or distributions that the shareholder has a right to receive pursuant to Section 2.4(g) , each without interest thereon. Notwithstanding the foregoing, none of the Surviving Entity, the Escrow Agents, the Exchange Agent or any other Person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws.

(i) In the event any Company Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent, the posting by such Person of a bond in such reasonable amount as the Surviving Entity and the Exchange Agent may direct as indemnity against any claim that may be made against it or the Surviving Entity with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Stock Certificate, and in accordance with this Article 2 , (i) the Closing Date Per Share Merger Consideration; (ii) cash in lieu of any fractional shares of Acquiror Common Stock that the shareholder has a right to receive pursuant to Section 2.3 ; and (iii) any dividends or distributions that the shareholder has a right to receive pursuant to Section 2.4(g) , each without interest thereon, and the Escrow Agents will disburse such shareholder’s pro rata interest in the right to receive disbursements pursuant to the Escrow Agreements, without interest thereon.

(j) Subject to the terms of any agreement between Acquiror or the Surviving Entity and the Exchange Agent with respect to the payment of the Closing Date Per Share Merger Consideration and cash in lieu of fractional

shares of Acquiror Common Stock, the Surviving Entity, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (i) the validity of any Letter of Transmittal and compliance by any Company shareholder with the procedures and instructions set forth herein and therein; and (ii) the method of payment of the Per Share Merger Consideration and cash in lieu of fractional shares of Acquiror Common Stock.

(k) In the case of outstanding shares of Company Common Stock that are not represented by Certificates, the parties shall make such adjustments to this Article 2 as are necessary or appropriate to implement the same purpose and effect that this Article 2 has with respect to shares of Company Common Stock that are represented by Certificates.

Section 4. Article 12 of the Merger Agreement is hereby amended by adding the following:

(aaaa) “Buyer Escrow Agreement” means that certain escrow agreement to be entered into by and among First Mercantile Trust Company, a Tennessee state trust company, Bank A, the Company, Nicholas J. Schrup III, R. Rourke Holscher and Douglas H. Greeff and Wilmington Trust, N.A., a national banking association, as escrow agent, prior to Closing.

(bbbb) “Escrow Agreements” means, collectively, the Buyer Escrow Agreement, the Exchange Bank Escrow Agreement, the MOFG Escrow Agreement and the Shareholder Representative Expenses Escrow Agreement.

(cccc) “Exchange Bank Escrow Agreement” means that certain escrow agreement to be entered into by and among Exchange Bank, a California banking corporation, Bank A, the Company, Nicholas J. Schrup III, R. Rourke Holscher and Douglas H. Greeff and Wilmington Trust, N.A., a national banking association, as escrow agent, prior to Closing.

(dddd) “MOFG Escrow Agreement” means that certain escrow agreement to be entered into by and among Acquiror, the Company, Nicholas J. Schrup III, R. Rourke Holscher and Douglas H. Greeff and MidWest One Bank, as escrow agent, prior to Closing.

(eeee) “Shareholder Representative Expenses Escrow Agreement” means that certain escrow agreement to be entered into by and among the Company, Nicholas J. Schrup III, R. Rourke Holscher and Douglas H. Greeff and MidWest One Bank, as escrow agent, prior to Closing.

Section 5. Company Shareholder Approval . The Company shall, as promptly as reasonably practicable after the date of this Amendment, take all action necessary, including as

required by and in accordance with the IBCA, Company Articles of Incorporation and Company Bylaws to obtain the Company’s shareholders’ approval of this Amendment.

Section 6. Dissenters’ Rights . This Amendment shall have no effect to amend the Merger Agreement if prior to the Closing Date any holder of Company Common Stock duly exercises and does not withdraw its dissenters’ rights under the IBCA with regard to the Company’s shareholders’ approval of this Amendment.

Section 7. Continuing Effect . Except as hereinabove specifically amended, all other provisions of the Merger Agreement shall remain in full force and effect.

Section 8. Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 9. Governing Law . All questions concerning the construction, validity and interpretation of this Amendment, and the performance of the obligations imposed by this Amendment shall be governed by the internal laws of the State of Iowa applicable to contracts made and wholly to be performed in such state without regard to conflicts of laws.

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed as of the date first above written.



MIDWEST ONE FINANCIAL GROUP, INC.		ATBANCORP

By:	/s/ C HARLES N. F UNK	By:	/s/ N ICHOLAS J. S CHRUP III
	Charles N. Funk		Nicholas J. Schrup III
	President & Chief Executive Officer		Chairman and President

Exhibit 3.1

The Bylaws of MidWest One Financial Group, Inc. shall be amended by deleting Section 3.2 in its entirety and replacing the following as Section 3.2 thereof:

“ Section 3.2. Number, Tenure, Qualifications. The directors shall be divided into three classes, consisting of Class I directors, Class II directors and Class III directors. Until the 2020 annual meeting of shareholders, the Class I directors shall consist of (i) two persons previously selected by Central Bancshares, Inc. pursuant to the terms of the Agreement and Plan of Merger dated November 20, 2014, between the corporation and Central Bancshares, Inc. (each, a “Central‑Related Director”); and (ii) such remaining number of persons serving as Class I directors of the corporation (each, a “Company-Related Director”), with the aggregate number of Class I directors to be set by resolution of the Board from time to time.

Until the 2021 annual meeting of shareholders, the Class II directors shall consist of (i) two Central‑Related Directors; and (ii) such remaining number of Company-Related Directors, with the aggregate number of Class II directors to be set by resolution of the Board from time to time.

The Class III directors shall consist of a number of Company‑Related Directors as may be set by resolution of the Board from time to time.

If, prior to the 2020 annual meeting of shareholders, any Central‑Related Director shall for any reason cease to serve as a director, the Board of Directors shall fill the resultant vacancy with an individual selected by the remaining Central‑Related Directors in good faith in a manner intended to preserve the principles of representation in these bylaws, provided that such individual is reasonably agreeable to the Nominating and Corporate Governance Committee in accordance with the good faith execution of its duties. Beginning with the 2020 annual meeting of shareholders, the Board of Directors’ obligation to nominate Central-Related Directors shall cease.

If, prior to the 2021 annual meeting of shareholders, any Company‑Related Director shall for any reason cease to serve as a director or shall not stand for reelection as a director, he or she shall be replaced by the Board of Directors with an individual selected by the Company‑Related Directors in good faith in a manner intended to preserve the principles of representation in these bylaws, provided that such individual is reasonably agreeable to the Nominating and Corporate Governance Committee in accordance with the good faith execution of its duties.

Notwithstanding the foregoing, the number of directors constituting the entire Board of Directors shall be not less than eleven nor more than fifteen, as fixed from time to time by resolution of not less than a majority of the number of directors that, immediately prior to such proposed change, had been fixed in the manner prescribed by this Section 3.2; provided, however , that the number of directors shall not be reduced so as to shorten the term of any director at the time in office. Directors need not be shareholders of the corporation.

The Board of Directors may appoint individuals to serve as honorary directors or as directors emeritus. An individual so appointed shall not vote at any meeting of the Board of Directors, shall not be counted in determining a quorum, and shall not be charged with any responsibilities or be subject to any liabilities imposed upon directors.”

By action of the Board of Directors, effective as of immediately prior to the closing of the Merger by and between MidWest One Financial Group, Inc. and ATBancorp.

Exhibit 99.1

FOR IMMEDIATE RELEASE May 1, 2019

MIDWEST ONE FINANCIAL GROUP, INC. COMPLETES ACQUISITION OF ATBANCORP

Iowa City, Iowa, May 1, 2019 - MidWest One Financial Group, Inc. (NASDAQ: MOFG, “MidWest One ”, the “Company”, or “Our”) announced the completion of its acquisition of ATBancorp, the parent company of American Trust & Savings Bank and American Bank & Trust-Wisconsin. Immediately following completion of the acquisition, American Trust & Savings Bank and American Bank & Trust-Wisconsin were merged with and into MidWest One ’s wholly owned subsidiary, MidWest One Bank. Effective at the time of the merger, MidWest One also appointed Richard J. Hartig and Douglas H. Greeff to serve on the Board of MidWest One. In addition, Charles J. Schrup III and Mr. Hartig were appointed to the Board of MidWest One Bank.

As previously disclosed, under terms of the merger agreement, ATBancorp shareholders received 117.55 shares of MidWest One stock and $992.51 in cash in exchange for each share of ATBancorp stock. The value of the total deal consideration was approximately $152.9 million, based on the volume weighted-average of the closing sales prices of MidWest One ’s stock for the 20 consecutive trading days immediately preceding April 30, 2019, which includes approximately $118.1 million of MidWest One stock and $34.8 million of cash issued to ATBancorp shareholders.

Charles N. Funk, President and Chief Executive Officer of MidWest One , stated “It is exciting to welcome our new teammates from ATBancorp into our company. We share the same values and goals in terms of service to our customers and communities and this begins an exciting new chapter for MidWest One .”

With the addition of ATBancorp, on a pro forma combined basis, MidWest One has over $4.7 billion in total assets and 62 branches throughout Iowa, Minnesota, Wisconsin, Colorado and Florida.

MidWest One was advised on this transaction by Piper Jaffray as financial advisor and Shapiro Bieging Barber Otteson LLP as legal counsel. ATBancorp was advised by Sandler O’Neill and Partners as financial advisor and Barack Ferrazzano Kirschbaum & Nagelberg LLP as legal counsel.

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About MidWest One Financial Group, Inc.

MidWest One Financial Group, Inc. is a financial holding company headquartered in Iowa City, Iowa. MidWest One is the parent company of MidWest One Bank, which operates banking offices in Iowa, Minnesota, Wisconsin, Florida, and Colorado. MidWest One provides electronic delivery of financial services through its website, MidWest One .com. MidWest One trades on the Nasdaq Global Select Market under the symbol “MOFG”.

Cautionary Note Regarding Forward-Looking Statements

Statements made in this release, other than those concerning historical financial information, may be considered forward-looking statements, which speak only as of the date of this document and are based on current expectations and involve a number of assumptions. These include, among other things, statements regarding future results or expectations. MidWestOne intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. The Company’s ability to predict results, or the actual effect of future plans or strategies, is inherently uncertain. Factors that could cause actual results to differ from those set

forth in the forward-looking statements or that could have a material effect on the operations and future prospects of the Company include, but are not limited to: (1) credit quality deterioration or pronounced and sustained reduction in real estate market values causing an increase in the allowance for credit losses, an increase in the provision for loan losses, and a reduction in net earnings; (2) our management’s ability to reduce and effectively manage interest rate risk and the impact of interest rates in general on the volatility of our net interest income; (3) changes in the economic environment, competition, or other factors that may affect our ability to acquire loans or influence the anticipated growth rate of loans and deposits and the quality of the loan portfolio and loan and deposit pricing; (4) fluctuations in the value of our investment securities; (5) governmental monetary and fiscal policies; (6) legislative and regulatory changes, including changes in banking, securities, trade, and tax laws and regulations and their application by our regulators and changes in the scope and cost of Federal Deposit Insurance Corporation insurance and other coverages; (7) the ability to attract and retain key executives and employees experienced in banking and financial services; (8) the sufficiency of the allowance for loan losses to absorb the amount of actual losses inherent in our existing loan portfolio; (9) our ability to adapt successfully to technological changes to compete effectively in the marketplace; (10) credit risks and risks from concentrations (by geographic area and by industry) within our loan portfolio; (11) the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds, and other financial institutions operating in our markets or elsewhere or providing similar services; (12) the failure of assumptions underlying the establishment of allowances for loan losses and estimation of values of collateral and various financial assets and liabilities; (13) the risks of mergers, including, without limitation, the related time and costs of implementing such transactions, integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions; (14) volatility of rate-sensitive deposits; (15) operational risks, including data processing system failures or fraud; (16) asset/liability matching risks and liquidity risks; (17) the costs, effects and outcomes of existing or future litigation; (18) changes in general economic or industry conditions, nationally, internationally or in the communities in which we conduct business; (19) changes in accounting policies and practices, as may be adopted by state and federal regulatory agencies and the Financial Accounting Standards Board; (20) war or terrorist activities which may cause further deterioration in the economy or cause instability in credit markets; (21) cyber-attacks; and (22) other risk factors detailed from time to time in Securities and Exchange Commission filings made by the Company.



CONTACTS:
Analysts/Investors:
Charles N. Funk	Barry S. Ray
President and Chief Executive Officer	Senior Vice President and Chief Financial Officer
319.356.5800	319.356.5800

Media:
Peg Hudson

563.589.0829