8-K

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 4 2023

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 August 4, 2023, First Mid Bancshares, Inc. (the “Company”) entered into a Seventh 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 Blackhawk Bancorp, Inc. , a Wisconsin 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.

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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Seventh Amendment to Sixth Amended and Restated Credit Agreement
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: August 8, 2023

By: /s/ Joseph R. Dively

Joseph R. Dively

Chairman, President and Chief Executive Officer

EX-10.1

Exhibit 10.1

SEVENTH AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

THIS SEVENTH AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of August 4, 2023, 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, and as further amended by the Fourth Amendment to Sixth Amended and Restated Credit Agreement, dated February 7, 2022, and as further amended by the Fifth Amendment to Sixth Amended and Restated Credit Agreement, dated April 8, 2022, and as further amended by the Sixth Amendment to Sixth Amended and Restated Credit Agreement, dated April 7, 2023 (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 stricken from Section 1.1 of the Agreement:

“Blackhawk Bancorp” means Blackhawk Bancorp Company, a Missouri corporation.

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

“LINCO Bancshares” means LINCO Bancshares, Inc., a Missouri corporation.

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

Section 3.The following defined terms are hereby added in alphabetic order to Section 1.1 of the Agreement:

“Blackhawk Bancorp” means Blackhawk Bancorp, Inc., a Wisconsin corporation.

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

“Eagle Sub” means Eagle Sub LLC, a Wisconsin limited liability company and wholly-owned subsidiary of the Borrower.

Section 4.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 Blackhawk Merger, as defined herein.”

Section 5.Section 5.20 of the Agreement is hereby amended and restated to read as follows:

“5.20 Blackhawk Merger. The parties to the Blackhawk 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 September 11, 2023. The Borrower intends to consummate the Blackhawk Merger on or before August 15, 2023, 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 Blackhawk Merger beyond September 11, 2023.”

Section 6.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)     Blackhawk Bancorp may merge with and into Eagle Sub LLC, a wholly-owned direct subsidiary of the Borrower (the “Blackhawk Merger”) and, promptly following the consummation of the Blackhawk Merger, Eagle Sub LLC may be merged with and into, or dissolved into, the Borrower; and

(d)       Blackhawk Bank, which is a wholly-owned banking subsidiary of Blackhawk Bancorp prior to the Blackhawk Merger may, upon receipt of all requisite prior regulatory approvals, merge with and into First Mid Bank & Trust, National Association following the Blackhawk Merger.

(e)       Each of Blackhawk Risk Management, Blackhawk Statutory Trust I LLC, and Blackhawk Statutory Trust II, each of which is a wholly-owned subsidiary of Blackhawk Bancorp, and Nevahawk Investments, Inc., which is a wholly-owned subsidiary of Blackhawk Bank, as of the date hereof, may be merged with and into, or dissolved into, Borrower following the Blackhawk Merger, upon receipt of all requisite regulatory approvals.”

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Section 7.Section 6.5(a) of the Agreement is hereby amended and restated to read as follows:

“6.5.              Indebtedness; Liens and Taxes. The Borrower and any Subsidiary will:

(a)       Indebtedness. Not incur, permit to remain outstanding, assume or in any way become committed for indebtedness in respect of borrowed money (specifically including but not limited to indebtedness in respect of money borrowed from financial institutions but excluding deposits), except: (i) indebtedness incurred under this Agreement or to the Lender; (ii) indebtedness existing on the date of this Agreement shown on the financial statements furnished to the Lender before this Agreement was signed; (iii) indebtedness of the Subsidiary Banks arising in the ordinary course of the banking business of the Subsidiary Banks, and that certain indebtedness set forth on Schedule 6.5(a); (iv) the Borrower’s obligations to First Mid-Illinois Statutory Trust II, a Delaware business trust, all of the common securities of which are owned by the Borrower; (v) the Borrower’s obligations to Clover Leaf Statutory Trust I, a Delaware business trust, all of the common securities of which are owned by the Borrower; (vi) the Borrower’s obligations to FBTC Statutory Trust I, a Delaware business trust, all of the common securities of which are owned by the Borrower; (vii) the Borrower’s obligations to Blackhawk Statutory Trust I, a Connecticut statutory trust, all of the common securities of which are owned by the Borrower; (viii) the Borrower’s obligations to Blackhawk Statutory Trust II, a Delaware statutory trust, all of the common securities of which are owned by the Borrower; (ix) subordinated debt issued by the Borrower in the amount of $7,500,000 due 2031, pursuant to that certain Subordinated Note Purchase Agreement, dated as of May 14, 2021; and (x) subordinated debt issued by the Borrower in the amount of $7,500,000 due 2036, pursuant to that certain Subordinated Note Purchase Agreement, dated as of May 14, 2021 (items (iv) – (x) above shall be referred to herein as the “Subordinated Debt”). With respect to any Subordinated Debt, the Borrower may not make principal payments on, accelerate the maturity date or amend the terms of, the Subordinated Debt without Lender’s prior written consent. The Borrower is also expressly prohibited from making any payments on any Subordinated Debt if, at any time, an Event of Default hereunder has occurred or is continuing.”

Section 8.Section 6.5(d) of the Agreement is hereby amended and restated to read as follows:

“(d)    Guaranties. Not assume, guarantee, endorse or otherwise become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or loan or any portion thereof any funds, assets, goods or services, or otherwise) with respect to the obligation of any other person or entity, except: (i) by the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, issuance of letters of credit or similar instruments or documents in the ordinary course of business; (ii) with respect to certain trust preferred obligations of First Mid-Illinois Statutory Trust II, Clover Leaf Statutory Trust I, FBTC Statutory Trust I, Blackhawk Statutory Trust I and Blackhawk Statutory Trust II; and (iii) except as permitted by this Agreement.”

Section 9.“Exhibit B - Subsidiaries” shall be amended and replaced in the form attached hereto as Exhibit I to this Amendment.

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Section 10.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 10(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 10(a) of this Amendment, in the form of Exhibit II attached hereto.

Section 11.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. a certificate in the form of Exhibit II attached hereto;

c. 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

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

Section 12.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 13.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 14.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 15.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.

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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: ________________________

Title: _______________________

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: ________________________

Title: _______________________

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 Seventh Amendment to Sixth Amended and Restated Credit Agreement

EXHIBIT I

Subsidiaries of Borrower prior to the closing of the Blackhawk 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)

Eagle Sub LLC (a Delaware limited liability company))

Purdum Gray Ingledue Beck, Inc. (an Illinois corporation)

Subsidiaries of Borrower following the closing of the Blackhawk 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)

Eagle Sub LLC (a Delaware limited liability company)

Blackhawk Bank (a Wisconsin chartered bank)

Nevahawk Investment, Inc. (a Nevada corporation)

Blackhawk Risk Management, Inc. (a Nevada corporation)

Blackhawk Statutory Trust I (a Connecticut statutory trust)

Blackhawk Statutory Trust II (a Delaware statutory trust)

Purdum Gray Ingledue Beck, Inc. (an Illinois corporation)

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EXHIBIT II

Officer’s Certificate

____________ ___, 202__

The Northern Trust Company

50 South LaSalle Street

Chicago, Illinois 60675

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

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

2. After giving effect to the Seventh Amendment, the representations and warranties in Section 5 of the Agreement and in Section 10 of the Seventh 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:________________________________

II-1

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Cover	Aug. 04, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 04, 2023
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
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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