MidWestOne Financial Group, Inc.’s $170.3 Million Acquisition of ATBancorp


Piper Jaffray & Co. acted as financial advisor and Shapiro Bieging Barber Otteson LLP served as legal counsel to MidWestOne. Sandler O’Neill + Partners, L.P. acted as financial advisor and Barack Ferrazzano Kirschbaum & Nagelberg LLP served as legal counsel to ATBancorp.

MidWestOne Financial Group, Inc. (MOFG) and ATBancorp executed a definitive merger agreement providing for the acquisition of ATBancorp by MidWestOne in a transaction valued at approximately $170.3 million based on MidWestOne’s August 20, 2018 stock price of $32.92 per share. The combined company will have approximately $4.7 billion in assets with over 60 branches throughout Iowa, Minnesota, Wisconsin, Florida and Colorado.

ATBancorp operates 12 branches in Iowa and five branches in Southwest Wisconsin. American Trust & Savings Bank was founded in 1911 and ranks second in total market deposits in Dubuque County. As of June 30, 2018, ATBancorp had approximately $1.4 billion in total assets with $1.1 billion in deposits, of which 84% were core deposits and $1.1 billion in loans. ATBancorp had over $1.1 billion in trust assets under administration, as of June 30, 2018, that would be acquired pursuant to the transaction. As of June 30, 2018, MidWestOne had assets of approximately $3.3 billion, operating 24 branches in Iowa, 13 branches in Minnesota, four branches in Wisconsin, two branches in Florida, and one branch in Colorado.

Following the acquisition, MidWestOne will add two additional board members to its Board of Directors. There are no planned changes to MidWestOne’s current executive management team.

Under terms of the definitive merger agreement, the aggregate consideration to be paid by MidWestOne for ATBancorp will consist of stock consideration at an exchange ratio of 117.5500x and fixed cash consideration of $34.8 million. MidWestOne expects the transaction to be 15%+ accretive to its earnings per share in 2019 (excluding onetime transaction expenses) and 2020. The definitive merger agreement has been unanimously approved by the boards of directors of both companies. The acquisition is expected to close during the first quarter of 2019 and is subject to approval by ATBancorp’s and MidWestOne’s respective shareholders and regulatory agencies, as well as other customary closing conditions.

Barack Ferrazzano advised ATBancorp with a team including Robert M. Fleetwood (Picture), Abdul R. Mitha, Katherine Fritzi Getz, Donald L. Norman and K.C. Klagos.

Involved fees earner: Robert Fleetwood – Barack Ferrazzano; Katherine Fritzi Getz – Barack Ferrazzano; Abdul Mitha – Barack Ferrazzano; K.C. Klagos – Barack Ferrazzano; Donald Norman Jr. – Barack Ferrazzano;

Law Firms: Barack Ferrazzano;

Clients: ATBancorp, Inc.;

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Author: Ambrogio Visconti