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 9, 2021
FIRST MID BANCSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 0-13368 | 37-1103704 |
|
(State of Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
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 9, 2021, First Mid Bancshares, Inc. (the "Company") entered into a Third Amendment to the Sixth Amended and Restated Credit Agreement (the “Agreement”) with The Northern Trust Company. Pursuant to the Agreement, the Company and The Northern Trust Company extended the maturity date of the Company’s $15 million revolving loan from April 9, 2021 to April 8, 2022 (the “Revolving Loan”).
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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Description
| 10.1 | Third 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 9, 2021.* |
*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 12, 2021 | ||
| By: | /s/ Joseph R. Dively | ||
| Name: | Joseph R. Dively | ||
| Title: | Chairman and Chief Executive Officer |
Exhibit 10.1
EXECUTION COPY
THIRD AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of April 9, 2021, 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 “Agreement”), in which the Lender agreed to extend to the Borrower a revolving loan in the principal amount of up to $10,000,000 (the “Revolving Loan”).
B. On April 10, 2020, the Borrower and the Lender entered into that certain First Amendment to Sixth Amended and Restated Credit Agreement in which Lender agreed to:
(i) increase the principal amount of the Revolving Loan to up to $15,000,000; and (ii) extend the maturity date of the Revolving Loan to April 9, 2021.
C. On January 26, 2021, the Borrower and the Lender entered into that certain Second Amendment to Sixth Amended and Restated Credit Agreement, in which Lender agreed to make modifications to the Agreement in connection with the Borrower’s acquisition of LINCO Bancshares, Inc.
D. By this Amendment, the Borrower and the Lender have agreed to extend the maturity date of the Revolving Loan to April 8, 2022.
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 term in Section 1.1 of the Agreement is hereby removed and replaced in its entirety with the following:
SECTION 1.1 Definitions. The following terms shall have the following meanings.
““Revolving Loan Maturity Date” means April 8, 2022, or such earlier date, pursuant to Section 8.2 of this Agreement.”
Section 2. The First Amended and Restated Revolving Note, dated April 10, 2020, by the Borrower in favor of the Lender is hereby amended and restated by that certain Second Amended and Restated Revolving Note dated April 9, 2021, by the Borrower in favor of the Lender in the form of Exhibit I attached hereto (with appropriate insertions) which Second 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 Second 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/ Michael L. Taylor | |
| Title: | SEVP and COO | |
| By: | /s/ Matthew K. Smith | |
| Title: | EVP and CFO | |
| Address for notices: | ||
| 1515 Charleston Avenue | ||
|
Mattoon, Illinois 61938 Attention: Chief Financial Officer Telephone: 217/258-3306 |
||
| Fax No.: 217/258-0485 | ||
| THE NORTHERN TRUST COMPANY | ||
| By: | /s/ Peter Hallan | |
| Title: | Senior Vice President | |
| Address for notices: | ||
|
50 South LaSalle Street, M-21 Chicago, IL 60603 |
||
|
Attention: Mr. Peter J. Hallan Telephone: 312/444-2434 Fax No.: 312/630-6105 |
||
Signature page to Third Amendment to Sixth Amended and Restated Credit Agreement
II-1