UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
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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. ☐
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”).
On February 14, 2022, First Mid completed its acquisition of Delta through the merger of Delta with and into Merger Sub, with Merger Sub as the surviving company pursuant to the Merger Agreement.
At the effective time of the Merger, each share of common stock, par value $10.00 per share, of Delta issued and outstanding immediately prior to the effective time of the Merger (other than shares held in treasury by Delta) were converted into and become the right to receive cash and shares of common stock, par value $4.00 per share, of First Mid and cash in lieu of fractional shares, less any applicable taxes required to be withheld. On an aggregate basis, the total consideration payable by First Mid at the closing of the Merger to Delta’s shareholders and option holders was approximately $15.2 million in cash and 2,292,270 shares of First Mid common stock. Delta’s outstanding stock options fully vested upon consummation of the Merger, and all outstanding Delta options that were unexercised prior to the effective time of the Merger were cashed out.
This description of the Merger is qualified in its entirety by reference to the Merger Agreement, a complete copy of which was filed as Exhibit 2.1 to the Form 8-K filed by First Mid on July 29, 2021.
On February 14, 2022, First Mid issued a press release regarding the consummation of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information furnished pursuant to this Item and the related exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | First Mid Bancshares, Inc. Completes Acquisition of Delta Bancshares Company | |
| 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. | ||
| Date: February 14, 2022 | By: | /s/ Joseph R. Dively |
| Joseph R. Dively | ||
| Chairman, President and Chief Executive Officer | ||
EXHIBIT 99.1
First Mid Bancshares, Inc. Completes Acquisition of Delta Bancshares Company
MATTOON, Ill., Feb. 14, 2022 (GLOBE NEWSWIRE) -- First Mid Bancshares, Inc. (NASDAQ: FMBH) (“First Mid” or the “Company”) announced today that the acquisition of Delta Bancshares Company (“Delta”), which includes Jefferson Bank and Trust (“Jefferson”), has been completed.
As of December 31, 2021, Delta had approximately $718 million in total assets, $560 million in deposits and $424 million in loans through 5 locations in the St. Louis metro area. With the completion of this acquisition, First Mid has approximately $6.7 billion in total assets.
There are no immediate changes for Jefferson customers. The conversion of accounts from Jefferson Bank and Trust is expected to happen in June of this year. Customers will receive information well in advance of any changes that may affect them.
“We are excited to expand our presence in the St. Louis market area and welcome Jefferson's customers and employees to First Mid. The larger banking network and enhanced products and services, including mortgage banking, wealth management and insurance, will provide Jefferson’s customers and communities with additional benefits,” said Joe Dively, First Mid Chairman and Chief Executive Officer.
About First Mid Bancshares, Inc.: First Mid Bancshares, Inc. is the parent company of First Mid Bank & Trust, N.A., Jefferson Bank and Trust, First Mid Insurance Group and First Mid Wealth Management Company. First Mid is a $6.7 billion community-focused organization that provides a full-suite of financial services including banking, wealth management, brokerage, Ag services, and insurance through a sizeable network of locations throughout Illinois, Missouri, and Texas, and a loan production office in the greater Indianapolis area. Together, our First Mid team takes great pride in providing solutions and services to the customers and communities and has done so over the last 157 years. More information about the Company is available on our website at www.firstmid.com.
Forward Looking Statements: This document may contain certain forward-looking statements about First Mid, such as discussions of First Mid’s pricing and fee trends, credit quality and outlook, liquidity, new business results, expansion plans, anticipated expenses, planned schedules and impacts from COVID-19. 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 1955. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of First Mid, 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, changes in interest rates; general economic conditions and those in the market areas of First Mid; legislative/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 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; 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 government, businesses and consumers, on First Mid’s operations and personnel, commercial activity and demand across First Mid’s business and customers’ businesses; the disruption of global, national, state and local economies associated with the COVID-19 pandemic, which could affect First Mid’s liquidity and capital positions, impair the ability of First Mid’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 financial results, including possible lost revenue and increased expenses (including the 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 Securities and Exchange Commission (the “SEC”), including its Annual Reports on Form 10-K. 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.
Investor Contact:
Aaron Holt
Director of Investor Relations
217-258-0463
aholt@firstmid.com
Media Contact:
Laura Zuhone
Director of Marketing
217-258-0675
lzuhone@firstmid.com
Cover |
Feb. 14, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Feb. 14, 2022 |
| Entity File Number | 0-13368 |
| Entity Registrant Name | FIRST MID BANCSHARES, INC. |
| Entity Central Index Key | 0000700565 |
| Entity Tax Identification Number | 37-1103704 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 1421 Charleston Avenue |
| Entity Address, City or Town | Mattoon |
| Entity Address, State or Province | IL |
| Entity Address, Postal Zip Code | 61938 |
| City Area Code | 217 |
| Local Phone Number | 234-7454 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | FMBH |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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