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):
August 3, 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 8.01. | Other Events |
As previously disclosed, on March 20, 2023, First Mid Bancshares, Inc. (“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, 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”). On May 30, 2023, in connection with the Merger, First Mid filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4, as amended on June 20, 2023 (the “Registration Statement”). On June 23, 2023, First Mid filed a prospectus with respect to the shares of First Mid common stock to be issued to Blackhawk shareholders in connection with the Merger and a preliminary proxy statement of Blackhawk with respect to the special meeting of Blackhawk shareholders scheduled to be held on August 10, 2023 (the “Definitive Proxy Statement / Prospectus”). The Definitive Proxy Statement / Prospectus was first mailed to the Blackhawk shareholders on July 5, 2023.
Claims Related to the Merger
Between June 21, 2023 and August 2, 2023, Blackhawk received four demand letters from putative shareholders alleging that there were material disclosure deficiencies in the Definitive Proxy Statement / Prospectus, and demanding that certain corrective disclosures be made by amendment or supplement to the Definitive Proxy Statement / Prospectus.
The claims generally allege that the Definitive Proxy Statement / Prospectus omitted or misrepresented material information, including concerning the parties’ financial projections and the analyses performed by Blackhawk’s financial advisor in support of its fairness opinion.
First Mid and Blackhawk believe that the claims in the demand letters are without merit and that no supplemental disclosures are required under applicable law. However, in order to avoid nuisance, potential expense and delay from potential lawsuits and without admitting any liability or wrongdoing, First Mid and Blackhawk have determined to voluntarily supplement the Definitive Proxy Statement / Prospectus with the disclosures set forth herein. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable law of any of the disclosures set forth herein. First Mid and Blackhawk specifically deny all allegations in the demand letters that any additional disclosure was or is required.
Supplemental Disclosures to Definitive Proxy Statement / Prospectus
This supplemental information to the Definitive Proxy Statement / Prospectus should be read in conjunction with the Definitive Proxy Statement / Prospectus, which should be read in its entirety. Nothing herein shall be deemed an admission of the legal necessity or materiality of any of the disclosures set forth herein. All page references in the information below are to pages in the Definitive Proxy Statement / Prospectus, and all terms used but not defined below shall have the meanings set forth in the Definitive Proxy Statement / Prospectus.
The disclosure under the heading “The Merger — Background of the Merger” at the bottom of page 32 of the Definitive Proxy Statement / Prospectus is hereby amended to add the following underlined language:
On August 1, 2022, at Blackhawk’s request, Piper Sandler contacted representatives of the two financial institutions previously identified as potential merger partners. Both of the financial institutions contacted requested and signed confidentiality agreements that do not contain don’t-ask-don’t waive provisions. First Mid and Company B were given access to an electronic data room that contained non-public information regarding Blackhawks’s loans and deposits, securities portfolio, credit quality, vendor contracts, and operating expenses. During this time period, First Mid and Company B conducted their due diligence reviews of Blackhawk.
The disclosure under the heading “The Merger — Opinion of Financial Advisor to Blackhawk— Comparable Company Analyses” is hereby amended by deleting the table of company names at the top of page 43 (the Blackhawk Peer Group) of the Definitive Proxy Statement / Prospectus and replacing it with the following:
| Financial Data as of December 31, 2022 | Balance Sheet / Asset Quality | Capital Position | ||||||||||||||
| NPAs¹/ | Tier 1 | Total | ||||||||||||||
| Total | Loans/ | Total | TCE/ | RBC | RBC | |||||||||||
| Assets | Deposits | Assets | TA | Ratio | Ratio | |||||||||||
| Company | Ticker | ($M) | (%) | (%) | (%) | (%) | (%) | |||||||||
| Hawthorn Bancshares, Inc. | HWBK | 1,924 | 93.2 | 1.44 | 6.6 | 12.5 | 13.9 | |||||||||
| LCNB Corp. | LCNB | 1,919 | 87.3 | 0.02 | 7.6 | 11.9 ² | 12.3 ² | |||||||||
| CF Bankshares Inc. | CFBK | 1,820 | 104.0 | 0.06 | 7.7 | 11.7 ² | 12.7 ² | |||||||||
| Citizens Community Bancorp, Inc. | CZWI | 1,816 | 99.1 | 0.69 | 7.5 | 9.7 | 14.0 | |||||||||
| Middlefield Banc Corp. | MBCN | 1,688 | 96.5 | 0.76 | 9.6 | 12.6 ² | 13.6 ² | |||||||||
| BankFinancial Corporation | BFIN | 1,575 | 89.8 | 0.12 | 9.6 | 14.4 | 17.0 | |||||||||
| Landmark Bancorp, Inc. | LARK | 1,503 | 65.3 | 0.28 | 5.1 | 12.5 ² | 13.4 ² | |||||||||
| SB Financial Group, Inc. | SBFG | 1,336 | 88.5 | 0.33 | 7.2 | 13.4 ² | 14.7 ² | |||||||||
| Richmond Mutual Bancorporation, Inc. | RMBI | 1,329 | 96.9 | 0.48 | 10.0 | 13.2 ² | 14.3 ² | |||||||||
| Ohio Valley Banc Corp. | OVBC | 1,211 | 86.1 | 0.25 | 10.6 | NA ³ | NA ³ | |||||||||
| First Capital, Inc. | FCAP | 1,151 | 53.3 | 0.12 | 6.8 | NA ³ | NA ³ | |||||||||
| HMN Financial, Inc. | HMNF | 1,096 | 80.2 | 0.17 | 8.8 | 11.5 ² | 12.7 ² | |||||||||
(1) Excludes TDRs
(2) Bank-level data shown
(3) The company and its wholly-owned bank subsidiaries do not report risk based capital ratios under the Community Bank Leverage Ratio rules
Note: Excludes mutuals and merger targets; Major exchanges include NASDAQ, NYSE and NYSEAM
| Financial Data as of December 31, 2022 | LTM Profitability | Valuation as of March 14, 2023 | |||||||||||||||||||||||
| Price | |||||||||||||||||||||||||
| Net | |||||||||||||||||||||||||
| Interest | Efficiency | LTM | 2023E | 2024E | Dividend | Market | |||||||||||||||||||
| ROAA | ROATCE | Margin | Ratio | TBV | EPS | EPS | EPS | Yield | Cap | ||||||||||||||||
| Company | Ticker | (%) | (%) | (%) | (%) | (%) | (x) | (x) | (x) | (%) | ($M) | ||||||||||||||
| Hawthorn Bancshares, Inc. | HWBK | 1.15 | 15.9 | 3.53 | 66.7 | 115 | 7.1 | -- | -- | 3.2 | 146 | ||||||||||||||
| LCNB Corp. | LCNB | 1.16 | 15.2 | 3.55 | 63.6 | 126 | 8.2 | 7.9 | 8.3 | 5.4 | 177 | ||||||||||||||
| CF Bankshares Inc. | CFBK | 1.11 | 13.7 | 3.15 | 52.4 | 90 | 7.0 | 7.0 | 6.8 | 1.0 | 126 | ||||||||||||||
| Citizens Community Bancorp, Inc. | CZWI | 1.00 | 14.4 | 3.39 | 59.3 | 85 | 6.4 | 7.2 | 7.5 | 2.7 | 114 | ||||||||||||||
| Middlefield Banc Corp. | MBCN | 1.17 | 13.3 | 4.08 | 57.4 | 145 | 10.7 | 12.2 | 11.0 | 2.9 | 229 | ||||||||||||||
| BankFinancial Corporation | BFIN | 0.64 | 6.8 | 3.23 | 73.0 | 76 | 11.3 | 7.7 | 7.8 | 4.4 | 115 | ||||||||||||||
| Landmark Bancorp, Inc. | LARK | 0.73 | 10.1 | 3.21 | 68.4 | 153 | 11.7 | -- | -- | 3.8 | 115 | ||||||||||||||
| SB Financial Group, Inc. | SBFG | 0.95 | 12.2 | 3.22 | 73.1 | 102 | 7.8 | 7.8 | 7.4 | 3.5 | 97 | ||||||||||||||
| Richmond Mutual Bancorporation, Inc. | RMBI | 1.01 | 8.8 | 3.36 | 64.8 | 96 | 9.3 | -- | -- | 5.3 | 128 | ||||||||||||||
| Ohio Valley Banc Corp. | OVBC | 1.07 | 10.6 | 3.85 | 69.1 | 97 | 9.3 | -- | -- | 3.3 | 124 | ||||||||||||||
| First Capital, Inc. | FCAP | 1.02 | 14.5 | 2.86 | 61.9 | 106 | 6.9 | -- | -- | 4.4 | 83 | ||||||||||||||
| HMN Financial, Inc. | HMNF | 0.75 | 7.1 | 3.11 | 70.1 | 94 | 11.0 | -- | -- | 1.1 | 88 | ||||||||||||||
Note: Excludes mutuals and merger targets; Major exchanges include NASDAQ, NYSE and NYSEAM
The disclosure under the heading “The Merger — Opinion of Financial Advisor to Blackhawk — Comparable Company Analyses” is hereby amended by deleting the table of company names at the top of page 44 (First Mid Peer Group) of the Definitive Proxy Statement / Prospectus and replacing it with the following:
| Financial Data as of December 31, 2022 | Balance Sheet / Asset Quality | Capital Position | |||||||||
| NPAs¹/ | Tier 1 | Total | |||||||||
| Total | Loans/ | Total | TCE/ | RBC | RBC | ||||||
| Assets | Deposits | Assets | TA | Ratio | Ratio | ||||||
| Company | City, State | Ticker | ($M) | (%) | (%) | (%) | (%) | (%) | |||
| Premier Financial Corp. | Defiance, OH | PFC | 8,455 | 93.5 | 0.41 | 6.8 | 10.4 | 12.1 | |||
| 1st Source Corporation | South Bend, IN | SRCE | 8,339 | 86.8 | 0.32 | 9.5 | 14.8 | 16.1 | |||
| QCR Holdings, Inc. | Moline, IL | QCRH | 7,949 | 102.6 | 0.11 | 7.9 | 10.0 | 14.3 | |||
| Horizon Bancorp, Inc. | Michigan City, IN | HBNC | 7,873 | 71.0 | 0.27 | 6.6 | 13.6 | 14.5 | |||
| Midland States Bancorp, Inc. | Effingham, IL | MSBI | 7,856 | 99.1 | 0.64 | 6.1 | 10.2 | 12.4 | |||
| Stock Yards Bancorp, Inc. | Louisville, KY | SYBT | 7,496 | 81.5 | 0.20 | 7.4 | 11.0 | 12.5 | |||
| Byline Bancorp, Inc. | Chicago, IL | BY | 7,363 | 95.2 | 0.52 | 8.3 | 10.9 | 13.0 | |||
| Peoples Bancorp Inc. | Marietta, OH | PEBO | 7,207 | 82.3 | 0.56 | 6.7 | 12.2 | 13.1 | |||
| CrossFirst Bankshares, Inc. | Leawood, KS | CFB | 6,601 | 95.1 | 0.19 | 8.8 | 9.5 | 10.5 | |||
| MidWestOne Financial Group, Inc. | Iowa City, IA | MOFG | 6,578 | 70.2 | 0.23 | 6.2 | 10.1 | 12.1 | |||
| Lakeland Financial Corporation | Warsaw, IN | LKFN | 6,432 | 86.3 | 0.27 | 8.8 | 13.8 | 15.1 | |||
| German American Bancorp, Inc. | Jasper, IN | GABC | 6,156 | 70.7 | 0.21 | 6.2 | 14.0 | 15.5 | |||
| Old Second Bancorp, Inc. | Aurora, IL | OSBC | 5,888 | 75.7 | 0.56 | 6.2 | 10.2 | 12.5 | |||
| Republic Bancorp, Inc. | Louisville, KY | RBCA.A | 5,836 | 99.5 | 0.29 | 14.4 | 16.7 | 17.9 | |||
| Great Southern Bancorp, Inc. | Springfield, MO | GSBC | 5,681 | 97.6 | 0.06 | 9.2 | 11.0 | 13.6 | |||
| Community Trust Bancorp, Inc. | Pikeville, KY | CTBI | 5,380 | 83.8 | 0.19 | 10.6 | NA ² | NA ² | |||
(1) Excludes TDRs
(2) The company and its wholly-owned bank subsidiaries do not report risk based capital ratios under the Community Bank Leverage Ratio rules
Note: Excludes mutuals and merger targets; Major exchanges include NASDAQ, NYSE and NYSEAM; Excludes Pathward Financial, Inc. due to non-traditional banking model
| Financial Data as of December 31, 2022 | LTM Profitability | Valuation as of March 14, 2023 | ||||||||||||
| Price/ | ||||||||||||||
| Net | ||||||||||||||
| Interest | Efficiency | LTM | 2023E | 2024E | Dividend | Market | ||||||||
| ROAA | ROATCE | Margin | Ratio | TBV | EPS | EPS | EPS | Yield | Cap | |||||
| Company | City, State | Ticker | (%) | (%) | (%) | (%) | (%) | (x) | (x) | (x) | (%) | ($M) | ||
| Premier Financial Corp. | Defiance, OH | PFC | 1.29 | 18.1 | 3.37 | 51.9 | 141 | 7.6 | 7.5 | 7.4 | 5.7 | 775 | ||
| 1st Source Corporation | South Bend, IN | SRCE | 1.49 | 15.2 | 3.45 | 52.2 | 148 | 9.7 | 9.8 | 10.7 | 2.7 | 1,196 | ||
| QCR Holdings, Inc. | Moline, IL | QCRH | 1.37 | 16.3 | 3.73 | 54.2 | 123 | 7.7 | 7.4 | 7.0 | 0.5 | 762 | ||
| Horizon Bancorp, Inc. | Michigan City, IN | HBNC | 1.24 | 19.0 | 2.86 | 56.1 | 97 | 5.3 | 6.6 | 6.5 | 5.7 | 491 | ||
| Midland States Bancorp, Inc. | Effingham, IL | MSBI | 1.31 | 21.4 | 3.57 | 50.4 | 107 | 5.3 | 6.6 | 6.3 | 5.4 | 496 | ||
| Stock Yards Bancorp, Inc. | Louisville, KY | SYBT | 1.25 | 18.8 | 3.35 | 52.0 | 283 | 16.3 | 13.8 | 13.9 | 2.2 | 1,532 | ||
| Byline Bancorp, Inc. | Chicago, IL | BY | 1.25 | 15.5 | 4.02 | 54.3 | 128 | 8.7 | 8.2 | 7.9 | 1.8 | 765 | ||
| Peoples Bancorp Inc. | Marietta, OH | PEBO | 1.43 | 22.6 | 3.96 | 58.8 | 165 | 7.5 | 8.1 | 7.4 | 5.7 | 753 | ||
| CrossFirst Bankshares, Inc. | Leawood, KS | CFB | 1.07 | 10.1 | 3.50 | 54.4 | 96 | 9.3 | 8.1 | 8.2 | 0.0 | 557 | ||
| MidWestOne Financial Group, Inc. | Iowa City, IA | MOFG | 0.97 | 16.0 | 2.92 | 57.0 | 96 | 6.3 | 7.7 | 7.7 | 4.0 | 383 | ||
| Lakeland Financial Corporation | Warsaw, IN | LKFN | 1.62 | 18.0 | 3.41 | 43.6 | 303 | 16.7 | 15.4 | 15.9 | 2.4 | 1,747 | ||
| German American Bancorp, Inc. | Jasper, IN | GABC | 1.26 | 19.8 | 3.45 | 52.0 | 272 | 12.2 | 10.3 | 10.5 | 2.9 | 1,002 | ||
| Old Second Bancorp, Inc. | Aurora, IL | OSBC | 1.11 | 19.0 | 3.65 | 55.5 | 180 | 9.8 | 6.6 | 7.5 | 1.4 | 652 | ||
| Republic Bancorp, Inc. | Louisville, KY | RBCA.A | 1.48 | 10.9 | 4.12 | 60.7 | 95 | 8.8 | 8.7 | 9.0 | 3.7 | 801 | ||
| Great Southern Bancorp, Inc. | Springfield, MO | GSBC | 1.38 | 13.8 | 3.80 | 55.1 | 127 | 9.0 | 8.6 | 8.6 | 2.9 | 664 | ||
| Community Trust Bancorp, Inc. | Pikeville, KY | CTBI | 1.50 | 14.2 | 3.32 | 52.9 | 125 | 8.6 | 8.7 | 9.1 | 4.5 | 704 | ||
(1) Excludes TDRs
(2) The company and its wholly-owned bank subsidiaries do not report risk based capital ratios under the Community Bank Leverage Ratio rules
Note: Excludes mutuals and merger targets; Major exchanges include NASDAQ, NYSE and NYSEAM; Excludes Pathward Financial, Inc. due to non-traditional banking model
The disclosure under the heading “The Merger — Opinion of Financial Advisor to Blackhawk —Analysis of Precedent Transactions” is hereby amended by deleting the table of Acquiror and Target names at the top of page 45 (the Precedent Transactions) of the Definitive Proxy Statement / Prospectus and replacing it with the following:
| Transaction Information | ||||||||||||
| Price/ | Core | 1-Day | ||||||||||
| Deal | LTM | Book | Deposit | Market | ||||||||
| Annc. | Value | Earnings | Value | TBV | Premium | Premium | ||||||
| Acquiror | St | Target | St | Date | ($mm) | (x) | (%) | (%) | (%) | (%) | ||
| United Community Banks Inc. | GA | First Miami Bancorp Inc. | FL | 02/13/23 | 116 | 14.7 | 102 | 162 | 5.1³ | 9.7 | ||
| First Bank | NJ | Malvern Bancorp Inc | PA | 12/14/22 | 150 | 21.5 | 102 | 102 | 0.5 | 27.4 | ||
| Byline Bancorp Inc. | IL | Inland Bancorp Inc. | IL | 11/30/22 | 165 | 22.2 | 125 | 125 | 3.6 | - | ||
| Peoples Bancorp Inc. | OH | Limestone Bancorp Inc. | KY | 10/25/22 | 216 | 12.6 | 165 | 176 | 8.4 | 41.1 | ||
| Prosperity Bancshares Inc. | TX | Lone Star State Bcshs Inc² | TX | 10/11/22 | 226 | 14.4 | 176 | 187 | 11.4 | - | ||
| First Commonwealth Financial | PA | Centric Financial Corp. | PA | 08/30/22 | 138 | 14.8 | 131 | 131 | 4.8 | 42.5 | ||
| First Bancorp | NC | GrandSouth Bancorporation | SC | 06/21/22 | 181 | 10.7 | 172 | 173 | 8.5 | 14.3 | ||
| F.N.B. Corp. | PA | UB Bancorp | NC | 06/01/22 | 118 | 9.2 | 132 | 154 | 4.4 | 10.2 | ||
| Seacoast Bnkg Corp. of FL | FL | Drummond Banking Co. | FL | 05/04/22 | 173 | 13.8 | 185 | 191 | 9.5 | - | ||
| Nicolet Bankshares Inc. | WI | Charter Bankshares Inc.² | WI | 03/30/22 | 158 | 11.8 | 167 | 170 | 7.8 | - | ||
| Seacoast Bnkg Corp. of FL | FL | Apollo Bancshares/Apollo Bank | FL | 03/29/22 | 168 | 20.0 | 187 | 195 | 9.7 | - | ||
| Farmers National Banc Corp. | OH | Emclaire Financial Corp | PA | 03/24/22 | 107 | 10.4 | 111 | 142 | 4.1 | 29.7 | ||
| Fulton Financial Corp. | PA | Prudential Bancorp Inc. | PA | 03/02/22 | 138 | 17.9 | 102 | 107 | 1.7 | 21.1 | ||
| QCR Holdings Inc. | IL | Guaranty Federal Bcshs Inc. | MO | 11/09/21 | 167 | 16.3 | 156 | 161 | 6.4 | 41.6 | ||
| BancPlus Corp. | MS | First Trust Corp.² | LA | 09/29/21 | 163 | 10.3 | 300 | 300 | 12.5 | - | ||
| German American Bancorp Inc. | IN | Citizens Union Bancorp | KY | 09/20/21 | 155 | 14.1 | 147 | 156 | 6.3 | - | ||
| Stock Yards Bancorp Inc. | KY | Commonwealth Bancshares Inc.² | KY | 08/03/21 | 153 | 10.4 | 167 | 167 | 6.5 | - | ||
| TriCo Bancshares | CA | Valley Republic Bancorp | CA | 07/27/21 | 166 | 10.9 | 157 | 157 | 5.2³ | 13.2 | ||
| CVB Financial Corp. | CA | Suncrest Bank | CA | 07/27/21 | 204 | 12.6 | 115 | 151 | 6.4 | 9.7 | ||
| Mid Penn Bancorp Inc. | PA | Riverview Financial Corp. | PA | 06/30/21 | 125 | 12.2 | 119 | 121 | 2.3 | 11.6 | ||
(1) Nonperforming assets include nonaccrual loans and leases, renegotiated loans and leases, and foreclosed or repossessed assets
(2) S-Corp companies adjusted for equivalent C-Corp returns assuming 21% tax rate
(3) Bank-level data used when consolidated unavailable
Note: Excludes deals with undisclosed values; Deals as of March 14, 2023
| Target Information | |||||||||
| Total | TCE/ | LTM | Res./ | NPAs/ | |||||
| Annc. | Assets | TA | ROAA | Loans | Assets ¹ | ||||
| Acquiror | St | Target | St | Date | ($mm) | (%) | (%) | (%) | (%) |
| United Community Banks Inc. | GA | First Miami Bancorp Inc. | FL | 02/13/23 | 1,031 | 11.0 | 0.47 | 1.47 | 0.31 |
| First Bank | NJ | Malvern Bancorp Inc | PA | 12/14/22 | 1,044 | 14.0 | 0.63 | 1.10 | 0.57 |
| Byline Bancorp Inc. | IL | Inland Bancorp Inc. | IL | 11/30/22 | 1,233 | 13.3 | 0.69 | 1.11 | 1.63 |
| Peoples Bancorp Inc. | OH | Limestone Bancorp Inc. | KY | 10/25/22 | 1,494 | 8.1 | 1.19 | 1.16 | 0.08 |
| Prosperity Bancshares Inc. | TX | Lone Star State Bcshs Inc² | TX | 10/11/22 | 1,305 | 9.3 | 1.42 | 1.28 | 0.02 |
| First Commonwealth Financial | PA | Centric Financial Corp. | PA | 08/30/22 | 1,036 | 9.6 | 0.85 | 1.46 | 1.21 |
| First Bancorp | NC | GrandSouth Bancorporation | SC | 06/21/22 | 1,253 | 7.5 | 1.40 | 1.49 | 0.26 |
| F.N.B. Corp. | PA | UB Bancorp | NC | 06/01/22 | 1,170 | 6.6 | 1.14 | 1.15 | 0.04 |
| Seacoast Bnkg Corp. of FL | FL | Drummond Banking Co. | FL | 05/04/22 | 1,025 | 8.3 | 1.37 | 1.78 | 0.21 |
| Nicolet Bankshares Inc. | WI | Charter Bankshares Inc.² | WI | 03/30/22 | 1,136 | 12.1 | 1.24 | 1.12 | 0.52 |
| Seacoast Bnkg Corp. of FL | FL | Apollo Bancshares/Apollo Bank | FL | 03/29/22 | 1,044 | 9.4 | 0.91 | 1.04 | 0.37 |
| Farmers National Banc Corp. | OH | Emclaire Financial Corp | PA | 03/24/22 | 1,060 | 7.0 | 0.95 | 1.31 | 0.25 |
| Fulton Financial Corp. | PA | Prudential Bancorp Inc. | PA | 03/02/22 | 1,084 | 11.8 | 0.69 | 1.41 | 1.21 |
| QCR Holdings Inc. | IL | Guaranty Federal Bcshs Inc. | MO | 11/09/21 | 1,166 | 7.9 | 0.77 | 1.33 | 0.91 |
| BancPlus Corp. | MS | First Trust Corp.² | LA | 09/29/21 | 1,277 | 6.8 | 1.50 | 1.16 | 0.49 |
| German American Bancorp Inc. | IN | Citizens Union Bancorp | KY | 09/20/21 | 1,074 | 9.3 | 1.06 | 1.23 | 0.67 |
| Stock Yards Bancorp Inc. | KY | Commonwealth Bancshares Inc.² | KY | 08/03/21 | 1,255 | 9.3 | 1.38 | 2.10 | 0.35 |
| TriCo Bancshares | CA | Valley Republic Bancorp | CA | 07/27/21 | 1,366 | 7.5 | 1.17 | 1.23 | 0.29³ |
| CVB Financial Corp. | CA | Suncrest Bank | CA | 07/27/21 | 1,372 | 9.9 | 1.23 | 0.98 | 0.36 |
| Mid Penn Bancorp Inc. | PA | Riverview Financial Corp. | PA | 06/30/21 | 1,215 | 8.5 | 0.75 | 1.15 | 0.98 |
(1) Nonperforming assets include nonaccrual loans and leases, renegotiated loans and leases, and foreclosed or repossessed assets
(2) S-Corp companies adjusted for equivalent C-Corp returns assuming 21% tax rate
(3) Bank-level data used when consolidated unavailable
Note: Excludes deals with undisclosed values; Deals as of March 14, 2023
The disclosure under the heading “The Merger — Opinion of Financial Advisor to Blackhawk — Net Present Value Analyses” is hereby supplemented by adding the following to the first paragraph thereunder as a new third sentence following the number 140% at the bottom of page 45 of the Definitive Proxy Statement / Prospectus:
Piper Sandler selected these price to earnings and tangible book value multiples based on Piper Sandler’s review of, among other matters, the trading multiples of selected companies that Piper Sandler deemed to be comparable to Blackhawk.
The disclosure under the heading “The Merger — Opinion of Financial Advisor to Blackhawk — Net Present Value Analyses” is hereby supplemented by adding the following table after the Earnings Per Share Multiples chart (Annual Estimate Variance) in the middle of page 46 of the Definitive Proxy Statement / Prospectus:
The following table describes the discount rate calculation for Blackhawk common stock prepared by Piper Sandler. In its normal course of business, Piper Sandler employs the Kroll Cost of Capital Navigator in determining an appropriate discount rate. The discount rate for Blackhawk common stock equals the sum of the risk-free rate, the equity risk premium, the size premium and the industry premium.
| Calculation of Blackhawk Discount Rate | ||||
| Risk-free rate | 3.50 | % | ||
| Equity risk premium | 6.00 | % | ||
| Size premium | 3.05 | % | ||
| Industry Premium | (0.78 | )% | ||
| Calculated discount rate | 11.77 | % | ||
The disclosure under the heading “The Merger — Opinion of Financial Advisor to Blackhawk — Net Present Value Analyses” is hereby supplemented by adding the following to the last full paragraph at the bottom of page 46 of the Definitive Proxy Statement / Prospectus as a new third sentence following the number 170%:
Piper Sandler selected these price to earnings and tangible book value multiples based on Piper Sandler’s review of, among other matters, the trading multiples of selected companies that Piper Sandler deemed to be comparable to First Mid.
The disclosure under the heading “The Merger — Opinion of Financial Advisor to Blackhawk — Net Present Value Analyses” is hereby supplemented by adding the following table after the Earnings Per Share Multiples chart (Annual Estimate Variance) in the middle of page 47 of the Definitive Proxy Statement / Prospectus:
The following table describes the discount rate calculation for First Mid common stock prepared by Piper Sandler. In its normal course of business, Piper Sandler employs the Kroll Cost of Capital Navigator in determining an appropriate discount rate. The discount rate for First Mid common stock equals the risk-free rate, plus the equity risk premium, plus the size premium, plus the industry premium.
| Calculation of First Mid Discount Rate | ||||
| Risk-free rate | 3.50 | % | ||
| Equity risk premium | 6.00 | % | ||
| Size premium | 1.21 | % | ||
| Industry premium | (0.78 | %) | ||
| Calculated discount rate | 9.93 | % | ||
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 filed a registration statement on Form S-4 with the SEC on May 30, 2023, which, as amended, was declared effective on June 23, 2023, in connection with the proposed transaction. The registration statement includes a proxy statement of Blackhawk that also constitutes a prospectus of First Mid. The definitive proxy statement/prospectus was first mailed to the shareholders of Blackhawk on or about July 5, 2023, seeking their approval of the proposed transaction. Investors in Blackhawk are urged to read the proxy statement/prospectus, which will contain important information, including detailed risk factors. The proxy statement/prospectus and other documents which were filed by First Mid with the SEC will be available free of charge at the SEC’s website, www.sec.gov, or by directing a request when such a filing is made to First Mid Bancshares, P.O. Box 499, Mattoon, IL 61938, Attention: Investor Relations; or to Blackhawk upon written request to Blackhawk Bancorp, Inc., 400 Broad St., Beloit, WI 53511-6223, Attention: Todd J. James, President & CEO.
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.
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: August 3, 2023 | ||
| By: | /s/ Joseph R. Dively | |
| Joseph R. Dively | ||
| Chairman, President and Chief Executive Officer | ||
