FIRST MID BANCSHARES, INC. (Form: 8-K, Received: 02/08/2022 13:55:14)

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):

February 7, 2022

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 February 7, 2022, First Mid Bancshares, Inc. (the “Company”) entered into a Fourth Amendment (the “Amendment”) to its Sixth Amended and Restated Credit Agreement, dated as of April 12, 2019, as amended, with The Northern Trust Company evidencing a $15 million revolving loan. Pursuant to the Amendment, The Northern Trust Company consented to certain matters related to the Company’s pending acquisition via merger of Delta Bancshares Company, a Missouri corporation. A copy of the Amendment is attached hereto as Exhibit 10.1 and incorporated into this Item 1.01 by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a 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 8.01. Other Events.

As previously announced, on July 28, 2021, First Mid Bancshares, Inc. ( “First Mid”) and Brock Sub LLC, a newly formed Delaware limited liability company and wholly-owned subsidiary of First Mid (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Delta Bancshares Company, a Missouri corporation (“Delta”), pursuant to which, among other things, the First Mid agreed to acquire 100% of the issued and outstanding shares of Delta pursuant to a business combination whereby Delta will merge with and into Merger Sub, whereupon the separate corporate existence of Delta will cease and Merger Sub will continue as the surviving company and a wholly-owned subsidiary of First Mid (the “Merger”).

First Mid previously announced that the closing would occur on February 11, 2022. Due to the fact the Missouri Secretary of State is closed on February 11, 2022, First Mid now anticipates that, subject to the satisfaction of customary closing conditions, the closing of the Merger will occur on February 14, 2022.

Forward Looking Statements

This document may contain certain forward-looking statements about First Mid Bancshares, Inc. (“First Mid”) and Delta Bancshares Company (“Delta”), such as discussions of First Mid’s and Delta’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 Delta, 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 Delta will not be realized or will not be realized within the expected time period; the risk that integration of the operations of Delta 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; 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 Delta; 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 Delta’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 Delta; accounting principles, policies and guidelines; the severity, magnitude and duration of the COVID-19 pandemic, the direct and indirect impact of such pandemic, including responses to the pandemic by the U.S., state and local governments, customers' businesses, the disruption of global, national, state and local economies associated with the COVID-19 pandemic, which could affect First Mid’s and Delta’s liquidity and capital positions, impair the ability of First Mid’s and Delta’s borrowers to repay outstanding loans, impair collateral values, and further increase the allowance for credit losses, and the impact of the COVID-19 pandemic on First Mid’s and Delta’s financial results, including possible lost revenue and increased expenses (including cost of capital), as well as possible goodwill impairment charges. 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

	Exhibit Number	Description

	10.1	Fourth Amendment to Sixth Amended and Restated Credit Agreement by and between First Mid Bancshares, Inc. and The Northern Trust Company, dated February 7, 2022.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: February 8, 2022
	By:	/s/ Joseph R. Dively
		Joseph R. Dively
		Chairman, President and Chief Executive Officer

Exhibit 10.1

Execution Copy

FOURTH AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of February 7, 2022, 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 (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 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. All terms which are capitalized and used herein (which are not otherwise specifically defined herein) shall be used in this Amendment as defined in the Agreement.

Section 2. The following defined terms are hereby added in alphabetic order to Section 1.1 of the Agreement:

“Delta Bancshares” means Delta Bancshares Company, a Missouri corporation.

“Delta Merger” has the meaning ascribed to such term in Section 6.1(c).

Section 3. Section 5.12 of the Agreement is hereby amended and restated to read as follows

“5.12 Subsidiaries. Attached hereto as Exhibit B is a correct and complete list of all Subsidiaries of the Borrower, including prior to and following the Delta Merger, as defined herein.”

Section 4. Section 5.20 of the Agreement is hereby amended and restated to read as follows:

“5.20 Delta Merger. The parties to the Delta Merger (as defined herein) have received any and all necessary regulatory, governmental, shareholder and other material required approvals to consummate the transaction on or before April 25, 2022. The Borrower intends to consummate the Delta Merger on or before February 11, 2022, and the Borrower has, nor with reasonable diligence should have, knowledge of or notice of any condition, circumstance or restriction that would result in any delay of the consummation of the Delta Merger beyond April 25, 2022.”

Section 5. Section 6.1(c), Section 6.1(d) and Section 6.1(e) of the Agreement are hereby amended and restated to read as follows:

“(c) Delta Bancshares may merge with and into Brock Sub LLC, a wholly-owned direct subsidiary of the Borrower (the “Delta Merger”) and, promptly following the consummation of the Delta Merger, Brock Sub LLC may be merged with and into, or dissolved into, the Borrower;

(d) Jefferson Bank and Trust, which is a wholly-owned banking subsidiary of Delta Bancshares prior to the Delta Merger, may merge with and into First Mid Bank & Trust, National Association following the Delta Merger; and

(e) Each of Pine Valley Properties, LLC, 2301 Market Street Inc., and Delta Redevelopment Corporation each of which is a wholly-owned subsidiary of Delta Bancshares as of the date hereof, may be merged with and into, or dissolved into, Borrower following the Delta Merger.”

Section 6. “Exhibit B - Subsidiaries” shall be amended and replaced in the form attached hereto as Exhibit I to this Amendment.

Section 7. 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 7(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 7(a) of this Amendment, in the form of Exhibit II attached hereto.

Section 8. 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:

this Amendment;

the Fourth Amendment to Pledge Agreement;

a certificate in the form of Exhibit II attached hereto;

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

such other documents and certificates as the Lender may reasonably request.

Section 9. 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 10. 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 11. 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.

Section 12. 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.

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



	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 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 Fourth Amendment to Sixth Amended and Restated Credit Agreement

EXHIBIT I

Subsidiaries of Borrower prior to the closing of the Delta Merger

First Mid Bank & Trust, National Association (a national banking association)

First Mid Wealth Management Company (an Illinois corporation)

First Mid Insurance Group, Inc. (an Illinois corporation)

First Mid Captive, Inc. (a Nevada corporation)

First Mid-Illinois Statutory Trust II (a Delaware business trust)

Clover Leaf Statutory Trust I (a Delaware business trust)

FBTC Statutory Trust I (a Delaware business trust)

Brock Sub LLC (a Delaware limited liability company))

Subsidiaries of Borrower following the closing of the Delta Merger

First Mid Bank & Trust, National Association (a national banking association)

First Mid Wealth Management Company (an Illinois corporation)

First Mid Insurance Group, Inc. (an Illinois corporation)

First Mid Captive, Inc. (a Nevada corporation)

First Mid-Illinois Statutory Trust II (a Delaware business trust)

Clover Leaf Statutory Trust I (a Delaware business trust)

FBTC Statutory Trust I (a Delaware business trust)

Brock Sub LLC (a Delaware limited liability company)

Jefferson Bank and Trust (a Missouri chartered bank)

Pine Valley Properties, LLC (a Missouri limited liability company)

2301 Market Street Inc. (a Missouri corporation)

Delta Redevelopment Corporation (a Missouri corporation)

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EXHIBIT II

Officer’s Certificate

____________ ___, 202__

The Northern Trust Company

50 South LaSalle Street

Chicago, Illinois 60675

Re:

Fourth Amendment to Sixth Amended and Restated Credit Agreement (the “Fourth 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 7 of the Fourth 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 Fourth Amendment, the undersigned officer of the Borrower hereby certifies as follows:

After giving effect to the Fourth Amendment, no Event of Default or Unmatured Event of Default under the Agreement, as amended by the Fourth Amendment, has occurred and is continuing; and

After giving effect to the Fourth Amendment, the representations and warranties in Section 5 of the Agreement and in Section 7 of the Fourth 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:

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