First Mid Bancshares, Inc. · NASDAQ:FMBH
First Mid Bancshares — Merger or Acquisition (March 2023)
15 slides from First Mid Bancshares's merger presentation, Mar 21, 2023
Slide 1: Better together!
Better together! March 21, 2023
Slide 2: Forward Looking Statements
2 A Strategic Acquisition Combining Strength and Stability 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 bu
Slide 3: Important Information about the Merger and Additional Information
3 A Strategic Acquisition Combining Strength and Stability 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
Slide 4: Strategic Rationale
A Strategic Acquisition Combining Strength and Stability Strategic Rationale Strategically Compelling Financially Attractive Culturally Aligned x Advances First Mid’s strategic expansion and diversification strategy with access to new, yet similar markets in Wisconsin and Illinois. x Significant liq
Slide 5: Transaction Overview
A Strategic Acquisition Combining Strength and Stability x Aggregate Transaction Value (1) of $90.3 million x 100% stock consideration x Fixed exchange ratio of 1.15 shares of FMBH stock for each Blackhawk share (1) Pricing data based on First Mid’s closing price of $27.13 as of 3/20/23 x ~86% First
Slide 6: Pro Forma Financial Impact
6 A Strategic Acquisition Combining Strength and Stability Pro Forma Financial Impact Key Financial Metrics Key Financial Metrics Excluding Marks and AOCI (1) Assumed Pro Forma Regulatory Capital at Close 9.3% Leverage Ratio 6.9% TCE/TA 15.1% Total Risk Based Capital Ratio 12.1% Tier 1 Capital Ratio
Slide 7: Overview of Blackhawk Bancorp
Focusing on our STRATEGIC PRIORITIES Overview of Company Overview Financial Highlights • Franchise Highlight: Blackhawk Bancorp, Inc. is a community focused organization • Headquartered : Beloit, Wisconsin • OTCQX Listed: BHWB • Core Business: Blackhawk Bank, with roots dating back to 1881, offers a
Slide 8: Blackhawk Market Highlights
A Strategic Acquisition Combining Strength and Stability Blackhawk Market Highlights Operating Market Overview • Janesville - Beloit is the 10 th largest MSA in Wisconsin (~164 thousand people) • Rockford is the 5 th largest MSA in Illinois (~334 thousand people) • The largest industries in the Jane
Slide 9: Pro Forma Franchise
A Strategic Acquisition Combining Strength and Stability Pro Forma Franchise 9 Assets $8.1B Loans $6.4B Deposits $5.5B Financially Compelling Transaction • Strong, low - cost deposit franchise • Expanded and enhanced liquidity flexibility • Significant earnings accretion at 22.4% and below market TB
Slide 10: Pro Forma Deposit Composition
A Strategic Acquisition Combining Strength and Stability Pro Forma Deposit Composition *As of December 31, 2022; excludes purchase accounting adjustments Deposit Mix Pro Forma Non - Int . Bearing 26 . 1 % NOW & Other 7.5% Time <$100 9.5% Time >$100 3.5% Non - Int . Bearing 29 . 5 % Savings & MMDA 32
Slide 11: Pro Forma Loan Composition
A Strategic Acquisition Combining Strength and Stability Pro Forma Loan Composition *As of December 31, 2022; excludes purchase accounting adjustments Loan Mix Pro Forma CRE 42.1% 1 - 4 Family 9.1% C&D 3.0% Multifamily 6.1% C&I 22.4% Ag 12.0% Consumer & Other 5.3% CRE 43.9% 1 - 4 Family 16.4% C&D 3.
Slide 12: Current Interest Rate Environment Impact on Purchase Accounting
A Strategic Acquisition Combining Strength and Stability Current Interest Rate Environment Impact on Purchase Accounting 12 Loan Interest Rate Mark $6,299 $0 Securities Interest Rate Mark 9,584 0 Borrowings Interest Rate Mark (2,000) 0 Total Pre - Tax Adjustment $13,884 $0 TBV Impact TBV Dilution (7
Slide 13: Thorough Due Diligence Process
Thorough Due Diligence Process Legal, Regulatory & Audit Accounting, Tax & Capital Management HR, Benefit Plans, Agreements, & Key Talent Finance & Balance Sheet Management Risk Management & Compliance IT, Systems, Data Processing, & Cyber Commercial Banking & Relationship Opportunities Retail Banki
Slide 14: Experienced Acquirer
Experienced Acquirer Transaction Date Closed 8/14/15 Closed 9/08/16 Closed 5/01/18 Closed 11/15/18 Closed 4/21/20 Closed 2/22/21 Closed 9/10/21 Closed 2/14/22 Announced 3/21/23 Transaction Value $16 Million $89 Million $72 Million $70 Million - - - $161 Million -- - $107 Million $90 Million Deal Typ
Slide 15: Summary
Summary Geographic Expansion Cultural Alignment Financially Compelling Experienced & Proven Acquirer Advances First Mid’s strategic expansion and diversification strategy with access to new, yet similar markets in Wisconsin and Illinois. First Mid and Blackhawk are well known organizations to each o
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