FIRST MID BANCSHARES, INC. (FMBH): M&A transaction — First Mid Bancshares completes Blackhawk Bancorp acquisition for ~3.33M shares

FIRST MID BANCSHARES, INC.

Blackhawk had $1.3B assets, $1.2B deposits, $784M loans as of June 30, 2023.
Combined pro forma total assets ~$8.0B; account conversion expected in December 2023.
First Mid issued ~3.33M shares of common stock to Blackhawk shareholders; exchange ratio 1.15:1.
First Mid assumed $1.03M (due 2032) and $4.124M (due 2035) junior subordinated debentures plus $15M sub notes.
Todd J. James appointed to First Mid Board of Directors as Class I, effective August 15, 2023.

item 2.01 item 2.03 item 5.02 item 7.01 item 9.01

Executive movements

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Appointed

Todd J. James

Class I Director

FMBH · FIRST MID BANCSHARES, INC.

Effective: 2023-08-15
Filed: August 16, 2023, 7:59 PM ET

On August 14, 2023, with the agreement of Blackhawk, First Mid’s board of directors adopted a resolution, effective as of the closing of the Merger appointing Todd J. James, age 59, as a Class I Director of First Mid and a member of the Risk Committee of the board of directors, with a term to expire at the 2026 annual meeting of First Mid’s stockholders, or when his successor is duly elected and qualified, unless he shall earlier resign or be removed.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

FIRST MID BANCSHARES, INC. incurred senior notes of $7,500,000 of subordinated notes due 2031 and $7,500,000 of subordinated notes due 2036 maturing 2031 and 2036.

Instrument: senior notes
Principal: $7,500,000 of subordinated notes due 2031 and $7,500,000 of subordinated notes due 2036
Maturity: 2031 and 2036
Event: incurrence

Exact text from the filing

First Mid assumed Blackhawk’s rights, duties and obligations with respect to Blackhawk’s $7,500,000 of subordinated notes due 2031 and $7,500,000 of subordinated notes due 2036.

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

FIRST MID BANCSHARES, INC. incurred senior notes of $4,124,000 with Wilmington Trust Company, as trustee at Fixed/Floating Rate maturing 2035.

Instrument: senior notes
Principal: $4,124,000
Counterparty: Wilmington Trust Company, as trustee
Rate: Fixed/Floating Rate
Maturity: 2035
Event: incurrence

Exact text from the filing

First Mid assumed Blackhawk’s rights, duties and obligations under the Indenture between Blackhawk and the Trustee, dated as of March 17, 2005, pursuant to which Blackhawk has outstanding $4,124,000 of Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures due 2035.

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

FIRST MID BANCSHARES, INC. incurred senior notes of $1,031,000 with U.S. Bank Trust Company, National Association, as trustee at Floating Rate maturing 2032.

Instrument: senior notes
Principal: $1,031,000
Counterparty: U.S. Bank Trust Company, National Association, as trustee
Rate: Floating Rate
Maturity: 2032
Event: incurrence

Exact text from the filing

First Mid assumed Blackhawk’s rights, duties and obligations under the Indenture between Blackhawk and the Trustee, dated as of December 19, 2002, pursuant to which Blackhawk has outstanding $1,031,000 of Floating Rate Junior Subordinated Deferrable Interest Debentures due 2032.

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Executive change SEC 8-K Item 5.02 confidence 0.95

Todd J. James was appointed as Class I Director at FIRST MID BANCSHARES, INC..

Action: appointed
Role: Class I Director

Exact text from the filing

On August 14, 2023, with the agreement of Blackhawk, First Mid’s board of directors adopted a resolution, effective as of the closing of the Merger appointing Todd J. James, age 59, as a Class I Director of First Mid and a member of the Risk Committee of the board of directors, with a term to expire at the 2026 annual meeting of First Mid’s stockholders, or when his successor is duly elected and qualified, unless he shall earlier resign or be removed.

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

FIRST MID BANCSHARES, INC. completed an acquisition involving Blackhawk Bancorp, Inc. for 1.15 shares of common stock, par value $4.00 per share, of First Mid per share of Blackhawk common stock and cash in lieu of fractional shares; total considerat (closed 2023-08-15).

Action: acquisition
Counterparty: Blackhawk Bancorp, Inc.
Consideration: 1.15 shares of common stock, par value $4.00 per share, of First Mid per share of Blackhawk common stock and cash in lieu of fractional shares; total considerat
Closing: 2023-08-15

Exact text from the filing

( “First Mid”) and Eagle Sub LLC, a newly formed Wisconsin limited liability company and wholly-owned subsidiary of First Mid (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Blackhawk Bancorp, Inc., a Wisconsin corporation (“Blackhawk”), pursuant to which, among other things, the First Mid agreed to acquire 100% of the issued and outstanding shares of Blackhawk pursuant to a business combination whereby Blackhawk will merge with and into Merger Sub, whereupon the separate corporate existence of Blackhawk will cease and Merger Sub will continue as the surviving company and a wholly-owned subsidiary of First Mid (the “Merger”).

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FIRST MID BANCSHARES, INC. filing history →

Source: SEC EDGAR

accession 0001171843-23-005335

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