FIRST MID BANCSHARES, INC. Item 1.01 Entry into a Material Definitive Agreement
On
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment filed as Exhibit 10.1 of this Report and incorporated herein by reference.
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.
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
Important Information about the Merger and Additional Information
First Mid will file a registration statement on Form S-4 with the
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
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
Description
10.1 Sixth 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 7, 2023 .*
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. Copies of any
omitted exhibit will be furnished to the
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