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):
April 7, 2023
FIRST MID BANCSHARES, INC.
Exact Name of Registrant as Specified in its Charter)
| Delaware | 0-13368 | 37-1103704 |
| (State of Other Jurisdiction | (Commission File Number) | (IRS Employer |
| of Incorporation) | Identification No.) |
| 1421 CHARLESTON AVENUE | |
| MATTOON, IL | 61938 |
| (Address of Principal Executive Offices) | (Zip Code) |
| (217) 234-7454 |
| (Registrant’s Telephone Number, including Area Code) |
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:
☒ Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | FMBH | Nasdaq Global Market |
Item 1.01 Entry into a Material Definitive Agreement
On April 7, 2023, First Mid Bancshares, Inc. (the “Company”) entered into a Sixth Amendment (the “Amendment”) to its Sixth Amended and Restated Credit Agreement with The Northern Trust Company. Pursuant to the Amendment, the Company and The Northern Trust Company extended the maturity date of the Company’s $15 million revolving loan from April 8, 2023 to April 5, 2024.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment filed as Exhibit 10.1 of this Report and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant
The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 2.03 by reference.
Forward Looking Statements
This document may contain certain forward-looking statements about First Mid and Blackhawk, such as discussions of First Mid’s and Blackhawk’s pricing and fee trends, credit quality and outlook, liquidity, new business results, expansion plans, anticipated expenses and planned schedules. First Mid 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. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of First Mid and Blackhawk, 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, the possibility that any of the anticipated benefits of the proposed transactions between First Mid and Blackhawk will not be realized or will not be realized within the expected time period; the risk that integration of the operations of Blackhawk with First Mid will be materially delayed or will be more costly or difficult than expected; the inability to complete the proposed transactions due to the failure to satisfy conditions to completion of the proposed transactions, including failure to obtain the required regulatory, shareholder and other approvals; the failure of the proposed transactions to close for any other reason; the effect of the announcement of the proposed transactions on customer relationships and operating results; the possibility that the proposed transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events; changes in interest rates; general economic conditions and those in the market areas of First Mid and Blackhawk; legislative and/or regulatory changes; monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; the quality or composition of First Mid’s and Blackhawk’s loan or investment portfolios and the valuation of those investment portfolios; demand for loan products; deposit flows; competition, demand for financial services in the market areas of First Mid and Blackhawk; accounting principles, policies and guidelines; and the impact of the global COVID-19 pandemic on First Mid’s or Blackhawk’s businesses, the ability to complete the proposed transactions or any of the other foregoing risks. Additional information concerning First Mid, including additional factors and risks that could materially affect First Mid’s financial results, are included in First Mid’s filings with the SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. 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.
Important Information about the Merger and Additional Information
First Mid will file a registration statement on Form S-4 with the SEC in connection with the proposed transaction. The registration statement will include a proxy statement of Blackhawk that also constitutes a prospectus of First Mid, which will be sent to the shareholders of Blackhawk. Investors in Blackhawk are urged to read the proxy statement/prospectus, which will contain important information, including detailed risk factors, when it becomes available. The proxy statement/prospectus and other documents which will be filed by First Mid with the SEC will be available free of charge at the SEC’s website, www.sec.gov. These documents also can be obtained free of charge by accessing First Mid’s website at www.firstmid.com under the tab “Investors Relations” and then under “SEC Filings.” Alternatively, when available, these documents can be obtained free of charge from First Mid upon written request to First Mid Bancshares, P.O. Box 499, Mattoon, IL 61938, Attention: Investor Relations; or from Blackhawk upon written request to Blackhawk Bancorp, Inc., 400 Broad St., Beloit, WI 53511-6223, Attention: Todd J. James, President & CEO. A final proxy statement/prospectus will be mailed to the shareholders of Blackhawk.
Participants in the Solicitation
First Mid and Blackhawk, and certain of their respective directors, executive officers and other members of management and employees, are participants in the solicitation of proxies in connection with the proposed transactions. Information about the directors and executive officers of First Mid is set forth in the proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on March 15, 2023. These documents can be obtained free of charge from the sources provided above. Investors may obtain additional information regarding the interests of such participants in the proposed transactions by reading the proxy statement/prospectus for such proposed transactions when it becomes available.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Description
| 10.1 | Sixth Amendment to the Sixth Amended and Restated Credit Agreement by and between First Mid Bancshares, Inc. and The Northern Trust Company, dated as of April 7, 2023.* |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. Copies of any omitted exhibit will be furnished to the SEC upon request.
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 hereunto duly authorized.
FIRST MID BANCSHARES, INC.
Dated: April 11, 2023
By: /s/ Matthew K. Smith
Name: Matthew K. Smith
Title: Chief Financial Officer
Exhibit 10.1
SIXTH AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of April 7, 2023, between FIRST MID BANCSHARES, INC. (f/k/a FIRST MID-ILLINOIS BANCSHARES, INC.), a Delaware corporation (the “Borrower”), and THE NORTHERN TRUST COMPANY, an Illinois state-chartered bank (the “Lender”).
RECITALS
A. The Borrower and the Lender entered into that certain Sixth Amended and Restated Credit Agreement, dated as of April 12, 2019 (the “Original Agreement”), as amended by the First Amendment to Sixth Amended and Restated Credit Agreement, dated as of April 10, 2020, and as further amended by the Second Amendment to Sixth Amended and Restated Credit Agreement, dated as of January 26, 2021, and as further amended by the Third Amendment to Sixth Amended and Restated Credit Agreement, dated as of April 9, 2021, and as further amended by the Fourth Amendment to Sixth Amended and Restated Credit Agreement, dated as of February 7, 2022, and as further amended by the Fifth Amendment to Sixth Amended and Restated Credit Agreement, dated as of April 8, 2022 (the Original Agreement, as so amended, the “Agreement”), in which the Lender agreed to extend to the Borrower a revolving loan in the principal amount of up to $15,000,000; and
B. By this Amendment, the Borrower and the Lender have agreed to extend the maturity date of the Revolving Loan to April 5, 2024, and have further agreed to certain amendments to the Agreement as described herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENTS
Section 1. The following terms in Section 1.1 of the Agreement are hereby removed and replaced in their entirety with the following:
SECTION 1.1 Definitions. The following terms shall have the following meanings.
“(t) “Revolving Loan Maturity Date” means April 5, 2024, or such earlier date, pursuant to Section 8.2 of this Agreement.”
Section 2. The Third Amended and Restated Revolving Note, dated April 8, 2022, by the Borrower in favor of the Lender is hereby amended and restated by that certain Fourth Amended and Restated Revolving Note dated April 7, 2023, by the Borrower in favor of the Lender in the form of Exhibit I attached hereto (with appropriate insertions) which Fourth Amended and Restated Revolving Note evidences and shall continue to evidence the Revolving Loan and certain other obligations incurred by the Borrower under the Agreement.
Section 3. The Borrower hereby remakes, as of the date of execution hereof, all of the representations and warranties set forth in Section 5 of the Agreement. The Borrower additionally represents and warrants that: (a) the execution and delivery by the Borrower of this Amendment and the performance by the Borrower of its obligations under this Amendment are within the Borrower’s corporate powers, will be authorized by all necessary corporate action, have received all necessary governmental approval (if any should be required) and do not and will not contravene or conflict with any provision of law or of the charter or by-laws of the Borrower or any subsidiary or of any agreement binding upon the Borrower or any subsidiary; and (b) the representations and warranties set forth in Section 5 of the Agreement and in Section 3(a) of this Amendment shall be true and correct as of the date hereof, and after giving effect to this Amendment, between the Borrower and the Lender, no Event of Default or Unmatured Event of Default under the Agreement has occurred and is continuing under the Agreement. The Borrower shall have provided to the Lender a certificate of a senior executive officer of the Borrower certifying the provisions of Section 3(a) of this Amendment, in the form of Exhibit II attached hereto.
Section 4. The effectiveness of this Amendment is subject to the conditions precedent that the Lender shall have received all of the following, each duly executed and dated the date hereof, in form and substance satisfactory to the Lender and its counsel, at the expense of the Borrower, and in such number of signed counterparts as the Lender may request:
| a. | this Amendment; |
| b. | the Fourth Amended and Restated Revolving Note in the form of Exhibit I attached hereto; |
| c. | a certificate in the form of Exhibit II attached hereto; |
| d. | a copy of a resolution of the Board of Directors of the Borrower authorizing or ratifying the execution, delivery and performance, respectively, of this Amendment and of the other documents provided for in this Amendment, certified by the Secretary of the Borrower; and |
| e. | such other documents and certificates as the Lender may reasonably request. |
Section 5. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall constitute but one and the same instrument.
Section 6. Except as previously amended hereby and except as amended by this Amendment, the Agreement is hereby ratified and confirmed and shall continue in full force and effect.
Section 7. This Amendment shall become effective when it shall have been executed by the Borrower and the Lender and thereafter shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns.
| 2 |
Section 8. Without limiting the obligations of the Borrower under the Agreement, the Borrower agrees to pay, or to reimburse on demand, all reasonable costs and expenses incurred by the Lender in connection with the negotiation, preparation, execution, delivery, modification, amendment or enforcement of this Amendment, the Agreement and any other agreements, documents and instruments referred to herein, including the reasonable fees and expenses of legal counsel engaged by the Lender for such purposes.
Signature page follows.
| 3 |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.
FIRST MID BANCSHARES, INC.
(f/k/a FIRST MID-ILLINOIS BANCSHARES, INC.)
By: /s/ Joseph R. Dively
Title: CEO
Address for notices:
1515 Charleston Avenue
Mattoon, Illinois 61938
Attention: Chief Operating Officer
Telephone: 217/258-3306
Fax No.: 217/258-0485
THE NORTHERN TRUST COMPANY
By: /s/ Peter J. Hallan
Title: Senior Vice President
Address for notices:
50 South LaSalle Street
Chicago, IL 60603
Attention: Mr. Peter J. Hallan, Corporate Banking
Telephone: 312/444-2434
Fax No.: 312/630-6105
Signature page to Sixth Amendment to Sixth Amended and Restated Credit Agreement
EXHIBIT I
FOURTH AMENDED AND RESTATED REVOLVING NOTE
| $15,000,000 | Chicago, Illinois April 7, 2023 |
FOR VALUE RECEIVED, on or before the Revolving Loan Maturity Date (as such term is defined in the Sixth Amended and Restated Credit Agreement by and between First Mid-Illinois Bancshares, Inc. (n/k/a First Mid Bancshares, Inc.) and The Northern Trust Company, dated as of April 12, 2019 (as amended on the date hereof, the “Agreement”), FIRST MID BANCSHARES, INC., a Delaware corporation (the “Borrower”), promises to pay to the order of THE NORTHERN TRUST COMPANY, an Illinois banking corporation (hereafter, together with any subsequent holder hereof, called the “Lender”), at its main banking office at 50 South LaSalle Street, Chicago, Illinois 60675, or at such other place as the Lender may direct, the aggregate unpaid principal balance of each advance (a “Loan” and collectively the “Loans”) made by the Lender to the Borrower under this Revolving Note. The total principal amount of Loans outstanding at any one time under this Revolving Note will not exceed FIFTEEN MILLION AND NO/100 UNITED STATES DOLLARS ($15,000,000).
This Revolving Note is in replacement of, and substitution for, but not in repayment of, that certain Third Amended and Restated Revolving Note, dated as of April 8, 2022, in the principal amount of FIFTEEN MILLION AND NO/100 UNITED STATES DOLLARS ($15,000,000) made by the Borrower and payable to the order of the Lender (the “Prior Note”), pursuant to that certain Fifth Amendment to Sixth Amended and Restated Revolving Credit Agreement, dated as of April 8, 2022, and this Revolving Note shall not be deemed a novation thereof. Any and all amounts outstanding under the Prior Note as of the date of this Revolving Note shall be deemed to be amounts outstanding under this Revolving Note.
The Lender is hereby authorized by the Borrower at any time and from time to time at the Lender's sole option to attach a schedule (grid) to this Revolving Note and to endorse thereon notations with respect to each Loan specifying the date and principal amount thereof, and the date and amount of each payment of principal and interest made by the Borrower with respect to each such Loan. The Lender's endorsements as well as its records relating to Loans is rebuttably presumptive evidence of the outstanding principal and interest on the Loans, and, in the event of inconsistency, will prevail over any records of the Borrower and any written confirmations of Loans given by the Borrower.
The Borrower agrees to pay interest on the unpaid principal amount from time to time outstanding under this Revolving Note on the dates and at the rate or rates as set forth in the Agreement.
Payments of both principal and interest are to be made in immediately available funds in lawful money of the United States of America.
| I-1 |
This Revolving Note evidences indebtedness incurred under the Agreement, to which Agreement reference is hereby made for a statement of its terms and provisions, including without limitation those under which this Revolving Note may be paid prior to its due date or have its due date accelerated.
This Revolving Note and any document or instrument executed in connection with this Revolving Note are governed by and construed in accordance with the internal law of the State of Illinois, and are deemed to have been executed in the State of Illinois. This Revolving Note binds the Borrower, its successors and assigns, and inures to the benefit of the Lender, its successors and assigns, except that the Borrower may not transfer or assign any of its rights or interest under this Revolving Note without the prior written consent of the Lender.
FIRST MID BANCSHARES, INC. (f/k/a FIRST MID-ILLINOIS BANCSHARES, INC.)
By: ________________________________
Title: _______________________________
By: ________________________________
Title: _______________________________
| I-2 |
EXHIBIT II
Officer’s Certificate
April 7, 2023
The Northern Trust Company
50 South LaSalle Street
Chicago, Illinois 60675
| Re: | Sixth Amendment to Sixth Amended and Restated Credit Agreement (the “Sixth Amendment”), between First Mid Bancshares, Inc. (f/k/a First Mid-Illinois Bancshares, Inc.) (the “Borrower”) and The Northern Trust Company (the “Lender”). |
Ladies and Gentlemen:
This certificate is being delivered to the Lender pursuant to Section 3 of the Sixth Amendment. Terms used in this certificate which are defined in the Sixth Amended and Restated Credit Agreement (as amended, the “Agreement”) shall have the same meanings given to them in the Agreement.
In connection with the execution and delivery of the Sixth Amendment, the undersigned officer of the Borrower hereby certifies as follows:
| 1. | After giving effect to the Sixth Amendment, no Event of Default or Unmatured Event of Default under the Agreement, as amended by the Sixth Amendment, has occurred and is continuing; and |
| 2. | After giving effect to the Sixth Amendment, the representations and warranties in Section 5 of the Agreement and in Section 3 of the Sixth Amendment are true and correct in all material respects as of the date hereof. |
Very truly yours,
FIRST MID BANCSHARES, INC. (f/k/a FIRST MID-ILLINOIS BANCSHARES, INC.)
By: ________________________________
Title: _______________________________
II-1