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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/29/21 First Mid Bancshares, Inc. 425 5:6.3M First Mid Bancshares, Inc. Globenewswire Inc./FA |
Document/Exhibit Description Pages Size
1: 425 Prospectus or Communication - Merger HTML 33K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 282K
Liquidation or Succession
3: EX-99.1 Miscellaneous Exhibit HTML 145K
4: EX-99.2 Miscellaneous Exhibit HTML 18K
5: EX-99.3 Miscellaneous Exhibit HTML 30K
Exhibit 99.3
July 29, 2021 First Mid Bancshares, Inc. Nasdaq: FMBH Strategically continuing to enhance our position and scale in the greater St. Louis area with acquisitions of: Delta Bancshares Company + Loan Book & Team Lift Out
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Forward Looking Statements Forward Looking Statements This document may contain certain forward - looking statements about First Mid and 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, 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 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. 2
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Important Information 3 Important Information about the Merger and Additional Information First Mid will file a registration statement on Form S - 4 with the SEC in connection with the proposed transaction. The registration statement will include a proxy statement of Delta that also constitutes a prospectus of First Mid, which will be sent to the shareholders of Delta. Investors in Delta are urged to read the proxy statement/prospectus, which will contain important information, including detailed risk factors, when it becomes available. The proxy statement/prospectus and other documents which will be 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 Delta Bancshares Company, 2301 Market Street, Saint Louis, MO 63103, Attention: John Dulle, Executive Vice President. A final proxy statement/prospectus will be mailed to the shareholders of Delta. Participants in the Solicitation First Mid and Delta, 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 2021 annual meeting of stockholders, which was filed with the SEC on March 19, 2021. 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.
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Combined acquisitions enhance First Mid’s presence in the greater St . Louis area and creates a $ 6 . 8 billion asset Midwest Community Bank with a rich history and deep community ties Accelerates growth in the St . Louis metro market consistent with our long - standing strategic initiative with expanded presence outside of Illinois Creates the # 11 Bank in the St Louis metro market with $ 1 . 8 billion in deposits based on pro forma market share ; core deposits represent 93 % of Delta‘s total deposit balance and 94 % of those from the lift out Senior lenders and key individuals to be retained Combined acquisitions are significantly accretive to EPS reaching ~14% in the first full year (2022) Manageable tangible book value dilution of ~3.0% TBV earn back of ~1.8 years (crossover method) Achievable operating synergies ~30% (75% of that expected in 2022) Opportunity to drive revenue enhancements with expansion of First Mid’s Wealth Management and Insurance business lines (not included in pro - forma model) Disciplined and proven acquirer with eight successful integrations since 2015 Extensive due diligence performed including review of 87% of Delta’s loan portfolio and 99% of the lift - out loan portfolio In - market partners that add to successful existing teams in the St. Louis metro area Strategi c al l y Compelling F i na n c i al l y Attractive Low Risk, In - Market Transactions 4 Strategic Rationale for Transactions
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Company Overview • Headquartered in St . Louis, Missouri • ~ $ 700 million in assets • Jefferson Bank and Trust Company was chartered in 1892 and remains one of the oldest banks in St . Louis • 5 Branch locations situated in the St . Louis metro area • Seasoned management team with similar credit culture and commitment to community approach as First Mid • Privately held Bank Level Financial Highlights ($000s) 2019 2020 YTD 6/30/21 Assets $618M $687M $697M Loans $451M $505M $484M Deposits $494M $525M $546M Core Deposit (%) 89% 92% 93% Net Income $6.8M $5.0M $3.1M (1) Source: S&P Global Market Intelligence, Inc. and Company documents. Note: Financial data based on bank level regulatory data. (1) YTD net income of $0.5 million adjusted for $3.3 million of excess provisioning (tax - effected at 21%). 5 Delta Bancshares Company Overview
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• Delta shareholders approval • Anticipated closing in late Q4 2021 • Subject to customary regulatory approvals • Satisfaction of other closing conditions • A g g r e g a t e T r a n sac tion V al ue ( 1) o f $ 1 0 6 . 3 million • Consideration mix: 86% stock / 14% cash • First Mid to issue approximately 2,282,512 common shares and pay approximately $15.2 million in cash (1) Pricing data based on First Mid’s closing price of $39.90 as of 7/28/21. (2) Based on Delta’s tangible common equity as of 6/30/21. (3) Core deposits calculated as total deposits less jumbo time deposits >$100,000. • Price to Tangible Book Value (2) : 141% • Price to 2022E earnings: 12.9x • Price to 2022E earnings after cost saves: 9.7x • 6.9% core deposit premium (3) • Cost savings of 33% (75% realized in 2022 and 100% by 2023) • $5.0 million in estimated one - time merger related charges • Core deposit intangible 0.75% • ~89% First Mid • ~11% Delta Deal Structure Valuation Multiples Key Assumptions Pro - forma Ownership Timing & Approvals • $8.7 million in total (credit mark + CECL): ~1.9% of $459 million loans, excluding $25 million of PPP loans, as of 6/30/2021 • Gross credit mark of $6.0 million and Day 2 CECL Reserve of $2.7 million • PCD credit mark of $3.3 million and non - PCD credit mark of $2.7 million • $4.4 million interest rate mark on loan portfolio accreted over 2.3 years Credit Mark & CECL Assumptions 6 Delta Bancshares Transaction Summary
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The strategic lift - out of another loan book and team in the greater St. Louis area immediately strengthens First Mid’s presence in the St. Louis Metro market. The deal includes approximately $225 million in loans, approximately $280 million in deposits and a talented team of 4 lenders. Overview Highlights of the Deal Agreement to acquire a talented team of lenders and their loan relationships in the St. Louis metro market Lenders previously worked under First Mid’s current St. Louis regional president The loan portfolio is well diversified and primarily comprised of CRE and commercial operating loans First Mid will assume deposits from the acquired loan relationships, following regulatory approval Negotiated opportunity with an anticipated Q3’21 closing date Strategic and complementary enhancement to our existing St. Louis metro market presence. Accretive to 2022 earnings Talented group of 4 lenders plus 2 support personnel All lenders have signed employment agreements The loan portfolio totals approximately $225 million of performing loans Approximately $280 million of deposits 7 Overview of St. Louis Area Loan Book & Team
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Pro Forma Franchise 8 First Mid Bank & Trust First Mid Loan Production Jefferson Bank and Trust Company First Mid Bank & Trust and Jefferson Bank and Trust Company currently operate a combined 74 locations throughout Illinois, Missouri, Texas, and Indiana. Clusters of branches are located in and around cities such as St. Louis, Peoria, Champaign, Decatur, and Carbondale. 1) Holding Company level data as of June 30,2021 2) Bank level data as of June 30, 2021 3) Approximate balance as of June 30, 2021 First Mid (1) Delta (2) Lift Out (3) Pro Forma Locations 69 5 - 74 Assets $5,791M $697M $280M $6,768M Loans $3,796M $484M $225M $4,505M Deposits $4,739M $546M $280M $5,565M
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9 St. Louis MSA Market Highlights St. Louis MSA Overview Major Employers in St. Louis Market Demographics Pro Forma Deposit Market Share • St. Louis is the largest MSA in Missouri and ranks as the 4 th largest MSA in the Midwest by population size (over 2.8 million people) • 11 Fortune 1000 Companies • 38 companies listed in Inc. Magazine’s 5,000 Fastest - Growing Private Companies in 2020 • Lowest cost of living of the top 20 Metropolitan Areas in the United States Source: S&P Global Market Intelligence, Inc . and MN Employment and Economic Development. Note: Demographic data deposit weighted by county as of 6/30/2020 per 2020 FDIC Summary of Deposits. (1) Includes approximately $280 million of total deposits acquired with the Lift - Out team. S t . L o u i s, M O - I L Rank Institution # o f B r anc hes Total D ep o s i t s ($ 000) M ar ket S hare ( % ) 1 B a n k of A m e ri c a C o r p o r a t i on ( N C ) 43 18,044,399 19.0 2 U . S . B a n c o r p ( MN ) 84 15,533,067 16.4 3 C o mm e r c e B a n c s ha r e s I n c . ( M O ) 42 7,788,369 8.2 4 Enterprise Financial Services (MO) 21 4,261,462 4.5 5 Re g i o n s F i n a n c i a l C o r p . ( A L ) 62 4,260,135 4.5 6 T h e P N C F i n l S v c s Gr p ( P A ) 33 2,932,961 3.1 7 F ir s t B u s e y C o r p . ( I L ) 25 2,663,518 2.8 8 Stifel Financial Corp. (MO) 1 2,594,256 2.7 9 F B C o r p . ( M O ) 37 2,109,269 2.2 10 UMB Financial Corp. (MO) 14 1,836,218 1.9 11 Pro Forma Company (1) 19 1,830,200 1.9 11 Bank of Montreal 14 1,813,604 1.9 12 S t up p Br o s . I n c . ( M O ) 18 1,812,204 1.9 13 C B X C o r p . ( I L ) 11 1,723,749 1.8 14 F ir s t C o B a n c o r p I n c . ( I L ) 19 1,634,079 1.7 15 C e n t r a l B a n c o m pa n y I n c . ( M O ) 16 1,606,663 1.7 18 F i rst Mi d B anc shares ( IL ) 14 1,015,869 1.1 30 Delta Bancshares Co (MO) 5 534,331 0.6 Total For Institutions In Market 839 94,752,781 Projected HHI Growth ’21 – ’26 (%) 8.2% 8.7% 9.6% F MB H Illinois S t . L o u i s MSA $59,109 $70,395 $69,185 F MB H Illinois S t . L o u i s MSA Median HHI ’21 ($)
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First Full - Year EPS Accretion: ~14% 10 Estimated Financial Impact of Transactions TBV earn - back: 1.8 years Estimated Cost Savings: 30% Estimated One - Time Costs: $ 5.1M Pro Forma Regulatory Capital Impact of Transactions Tier 1 Leverage Ratio: ~ 8 . 8 % CE T 1 R a t i o: ~ 1 0.1% Tier 1 RBC Ratio: ~ 1 0.4% Total RBC Ratio: ~ 1 3.0% Financial and Regulatory Capital Impact TCE/TA Ratio: ~ 8 . 4 %
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11 Extensive Due Diligence Process First Mid is an experienced and disciplined acquirer of community banks with a long history and successful track record of both growth and earnings First Mid’s Senior Management team completed multiple thorough diligence sessions with the Delta and lift out teams dating back to December 2020 Comprehensive diligence process that began in 2020 with key leadership deeply vested to ensure success; and ultimately included a team of ~40 business leaders, associates, specialists and outside advisors participating in due diligence Due diligence focus areas Credit Finance, Tax & Accounting Human R es o u r c es Risk and Compliance Legal, Regulatory & Audit I n f orm a t i on Technology Commercial Banking Retail Banking 87% of Delta’s loan portfolio was reviewed through this process In addition, First Mid’s internal team reviewed 99% of the lift - out loan portfolio
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12 Lift Out Lift Out T r ansa c ti o n Date Closed 8 / 1 4 /15 Closed 9 / 0 8 /16 Closed 5 / 0 1 /18 Closed 1 1 /1 5 /18 Closed 4/21/2 0 Closed 2 / 2 2 /21 A n n o u n c ed 7/29/21 A n n o u n c ed 7/29/21 T r ansa c ti o n Value $16 Million $89 Million $72 Million $70 Million - - - $161 Million - - - $106 Million Deal Type Branch W h ole Bank W h ole Bank W h ole Bank Lo an Bo o k and Team W h ole Bank Lo an Bo o k and Team W h ole Bank Assets $441 Million $659 Million $475 Million $458 Million - - - $1.2 Billion - - - $697 Million Loans $156 Million $449 Million $371 Million $254 Million $183 Million $839 Million ~$225 Million $484 Million Deposits $453 Million $535 Million $384 Million $341 Million $60 Million $988 Million ~$280 Million $546 Million # of B r anches 12 7 7 10 - - - 14 - - - 5 *Figures noted above exclude fair value adjustments made at closing Disciplined and Experienced Acquiror
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Strategic in - market transactions that enhance and complement our existing presence in the attractive St. Louis market 13 Financially compelling transactions with estimated combined double digit EPS accretion in first full - year and TBV earn back of 1.8 years Low - risk transactions as a result of familiar markets, extensive due diligence efforts, and First Mid’s integration experience and successful acquisition track record Summary
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Non - interest Demand I n te r e s t - b e a r i n g D e m a n d Savings M on e y M a r k e t Retail Time 1,157,009 1,418,717 598 , 23 2 842 , 77 1 536 , 81 0 24 . 4 % 29 . 9 % 12 . 6 % 17 . 8 % 11 . 3 % Composition Deposit Type ($000) % of Total Non - interest Demand I n te r e s t - b e a r i n g D e m a n d Savings M on e y M a r k e t Retail Time 104 , 13 7 79,345 22,889 162 , 08 0 139 , 19 1 19 . 1 % 14 . 5 % 4 . 2 % 29 . 7 % 25 . 5 % Composition Deposit Type ($000) % of Total Non - interest Demand I n te r e s t - b e a r i n g D e m a n d Savings M on e y M a r k e t Retail Time 74,885 78,116 99 106 , 79 0 2,163 26 . 7 % 27 . 9 % 0 . 0 % 38 . 1 % 0 . 8 % Composition Deposit Type ($000) % of Total Non - interest Demand I n te r e s t - b e a r i n g D e m a n d Savings M on e y M a r k e t Retail Time 1,336,031 1,576,178 621 , 22 0 1,111,642 678 , 16 3 24 . 0 % 28 . 3 % 11 . 2 % 20 . 0 % 12 . 2 % Composition Deposit Type ($000) % of Total Jumbo Time 185,783 3.9% Jumbo Time 38,415 7.0% Jumbo Time 18,072 6.5% Jumbo Time 242,271 4.4% Total 4,739,322 100.0% Total 546,058 100.0% Total 280,125 100.0% Total 5,565,505 100.0% C o r e D e po s i t s : 96 % (1) MRQ Cost of Deposits: 0.19% C o r e D e po s i t s : 93 % (1) MRQ Cost of Deposits: 0.59% C o r e D e po s i t s : 94 % (1) MRQ Cost of Deposits: 0.13% C o r e D e po s i t s : 96 % (1) MRQ Cost of Deposits: 0.23% Non - interest D e m a n d 24.4% I n t e r e s t - bearing D e m a n d 29 . 9 % S a v i n g s 12.6% Mon ey M a r k et 17 . 8 % R e t ail Ti m e 11.3% J u m b o Ti m e 3.9% Non - interest D e m a n d 26.7% I n t e r e s t - bearing D e m a n d 27 . 9 % S a v i n g s 0.0% Mon ey M a r k et 38 . 1 % R e t ail Ti m e 0.8% J u m b o Ti m e 6.5% Non - interest D e m a n d 24.0% I n t e r e s t - bearing D e m a n d 28 . 3 % S a v i n g s 11.2% Mon ey M a r k et 20 . 0 % R e t ail Ti m e 12.2% J u m b o Ti m e 4.4% Non - interest D e m a n d 19.1% I n t e r e s t - b e a r i n g Demand 14.5% S a v i n g s 4.2% Mon ey M a r k et 29 . 7 % R e t ail Ti m e 25.5% J u m b o Time 7.0% Source: S&P Global Market Intelligence and Company documents. Regulatory holding company data shown for First Mid; Bank level regulatory data shown for Delta as of June 30, 2021 (1) Cost of deposits based on bank level regulatory data for Delta and consolidated GAAP data for First Mid. Pro forma institution moves into top 11 in deposit market share in the St. Louis MSA market First Mid Delta Lift Out Pro Forma 14 Pro Forma Deposit Composition
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1,480,198 864,554 394,902 400,463 141,568 274,910 84,541 39 . 0 % 22 . 8 % 10 . 4 % 10 . 5 % 3 . 7 % 7 . 2 % 2 . 2 % CRE C&I 1 - 4 Family F a r m & A g RE C&LD M u l t i f a m il y Consumer Other Total 267 , 82 7 101 , 06 5 2,979 123 , 46 3 100 , 85 4 2,015 1,871,488 1,066,474 399,896 400,463 156,638 305,534 94,226 41 . 5 % 23 . 7 % 8 . 9 % 8 . 9 % 3 . 5 % 6 . 8 % 2 . 1 % CRE C&I 1 - 4 Family F a r m & A g RE C&LD M u l t i f a m il y Consumer Other Total Composition Loan Type ($000) % of Total - - - - 15 , 07 0 30 , 62 4 9 , 64 9 55 . 3 % 20 . 9 % 0 . 6 % 0 . 0 % 3 . 1 % 6 . 3 % 2 . 0 % CRE C&I 1 - 4 Family F a r m & A g RE C&LD M u l t i f a m il y Consumer Other Total Composition Loan Type ($000) % of Total 36 54 . 5 % 44 . 6 % 0 . 9 % 0 . 0 % 0 . 0 % 0 . 0 % 0 . 0 % CRE C&I 1 - 4 Family F a r m & A g RE C&LD M u l t i f a m il y Consumer Other Total Composition Loan Type ($000) % of Total 155 , 16 8 4 . 1 % 3,796,304 100.0% Composition Loan Type ($000) % of Total (1) MRQ Yield on Loans: 4.24% 56,824 11.7% 484,037 (2) 100.0% (1) MRQ Yield on Loans: 4.03% - 0.0% 226,368 100.0% (1) MRQ Yield on Loans: 3.81% 211,992 4.7% 4,506,709 100.0% (1) MRQ Yield on Loans: 4.20% CRE 39 . 0 % C&I 22 . 8 % 1 - 4 Family 10.4% F a r m & A g RE 10 . 5 % C& LD 3 . 7 % CRE 54 . 5 % C&I 44 . 6 % 1 - 4 Family 0.9% CRE 41 . 5 % C&I 23 . 7 % Mu l t i fa m ily 6.8% C&LD 3.5% F a r m & Ag RE 8.9% 1 - 4 Family 8.9% Other Consumer 4.7% 2.1% CRE 55 . 3 % C&I 20 . 9 % 1 - 4 F a m ily 0 . 6 % F a r m & Ag RE 0.0% C& L D 3.1% C on s u m er 2.2% O t h er 4.1% C on s u m e r 2.0% Multifamily Multifamily 6.3% 7.2% Other 11.7% Source: S&P Global Market Intelligence and Company documents. Regulatory holding company data shown for First Mid; Bank level regulatory data shown for Delta as of June 30, 2021 (1) Bank level regulatory data shown for the quarter ended June 30, 2021 (2) Includes $1.0 million in unearned income on loans 15 Pro Forma Loan Composition First Mid D e lta Lift Out Pro Forma As of June 30, 2021
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| This ‘425’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 7/29/21 | 425, 8-K, S-3/A | ||
| 6/30/21 | 10-Q | |||
| 3/19/21 | DEF 14A, DEFA14A | |||
| List all Filings | ||||