FIRST MID-ILLINOIS BANCSHARES, INC. (NASDAQ:FMBH) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets.
On September 8, 2016, First Mid-Illinois Bancshares, Inc. (the
Company) completed its acquisition of First Clover Leaf Financial
Corp., a Maryland corporation (First Clover Leaf) through the
merger of First Clover Leaf with and into the Company, with the
Company as the surviving corporation (the Merger) to an Agreement
and Plan of Merger, dated as of April 26, 2016 (as amended, the
Merger Agreement), between the Company and First Clover Leaf.
Company) completed its acquisition of First Clover Leaf Financial
Corp., a Maryland corporation (First Clover Leaf) through the
merger of First Clover Leaf with and into the Company, with the
Company as the surviving corporation (the Merger) to an Agreement
and Plan of Merger, dated as of April 26, 2016 (as amended, the
Merger Agreement), between the Company and First Clover Leaf.
At the effective time of the Merger, 25% of the shares of First
Clover Leaf common stock issued and outstanding immediately prior
to the effective time of the Merger converted into the right to
receive $12.87 per share, for an approximate aggregate total of
$22,545,000, and 75% of the shares of First Clover Leaf common
stock issued and outstanding immediately prior to the effective
time of the Merger converted into the right to receive 0.495 shares
of the Companys common stock, par value $4.00 per share, for an
approximate aggregate total of 2,600,616 shares of the Companys
common stock. Cash in lieu of fractional shares of Company common
stock were issued in connection with the Merger. The Company
recognized approximately $785,000 of costs, pre-tax, related to
completion of the during the first nine months of 2016. These
acquisition costs are included in other expense in the statement of
income of the Company and are not reflected in the financial
statements filed herewith.
Clover Leaf common stock issued and outstanding immediately prior
to the effective time of the Merger converted into the right to
receive $12.87 per share, for an approximate aggregate total of
$22,545,000, and 75% of the shares of First Clover Leaf common
stock issued and outstanding immediately prior to the effective
time of the Merger converted into the right to receive 0.495 shares
of the Companys common stock, par value $4.00 per share, for an
approximate aggregate total of 2,600,616 shares of the Companys
common stock. Cash in lieu of fractional shares of Company common
stock were issued in connection with the Merger. The Company
recognized approximately $785,000 of costs, pre-tax, related to
completion of the during the first nine months of 2016. These
acquisition costs are included in other expense in the statement of
income of the Company and are not reflected in the financial
statements filed herewith.
This Form 8-K/A amends the Form 8-K the Company filed on
September 8, 2016 to provide the financial statements and pro
forma financial information required by Items 9.01 (a) and 9.01
(b), respectively.
September 8, 2016 to provide the financial statements and pro
forma financial information required by Items 9.01 (a) and 9.01
(b), respectively.
The purchase was accounted for under the acquisition method in
accordance with Accounting Standards Codification 805, Business
Combinations, (ASC 805) and accordingly the assets and
liabilities were recorded at their fair values on the date of
acquisition. The following table summarizes the estimated fair
values of assets acquired and liabilities assumed at the date of
acquisition (in thousands).
accordance with Accounting Standards Codification 805, Business
Combinations, (ASC 805) and accordingly the assets and
liabilities were recorded at their fair values on the date of
acquisition. The following table summarizes the estimated fair
values of assets acquired and liabilities assumed at the date of
acquisition (in thousands).
|
September 8, 2016
|
Acquired Book Value
|
Fair Value Adjustments
|
As Recorded by First Clover Leaf Bank
|
||||||
|
Assets
|
|||||||||
|
Cash
|
$
|
59,320
|
$
|
$
|
59,320
|
||||
|
Securities
|
109,911
|
(737
|
)
|
109,174
|
|||||
|
Loans, net
|
448,668
|
(10,403
|
)
|
438,265
|
|||||
|
Allowance for loan losses
|
(6,928
|
)
|
6,928
|
||||||
|
Other real estate owned
|
2,741
|
(754
|
)
|
1,987
|
|||||
|
Premises and equipment
|
9,618
|
1,963
|
11,581
|
||||||
|
Goodwill
|
11,385
|
5,400
|
16,785
|
||||||
|
Core deposit intangible
|
4,561
|
4,660
|
|||||||
|
Other assets
|
23,974
|
3,159
|
27,133
|
||||||
|
Total assets acquired
|
$
|
658,788
|
$
|
10,117
|
$
|
668,905
|
|||
|
|
|
|
|
||||||
|
Liabilities
|
|
|
|
||||||
|
Deposits
|
$
|
534,692
|
$
|
1,994
|
$
|
536,686
|
|||
|
Securities sold under agreements to repurchase
|
23,263
|
23,263
|
|||||||
|
FHLB advances
|
15,000
|
15,113
|
|||||||
|
Subordinated debentures
|
4,000
|
(731
|
)
|
3,269
|
|||||
|
Other liabilities
|
2,103
|
2,103
|
|||||||
|
Total liabilities assumed
|
579,058
|
1,376
|
580,434
|
||||||
|
Net assets acquired
|
$
|
79,730
|
$
|
8,741
|
$
|
88,471
|
|||
|
|
|
|
|
||||||
|
Consideration Paid
|
|
|
|
||||||
|
Cash
|
|
|
$
|
22,545
|
|||||
|
Common stock
|
|
|
65,926
|
||||||
|
Total consideration paid
|
|
|
$
|
88,471
|
Of the $10,403,000>difference between the fair value and
acquired value of the purchased loans, $8,400,000>is being
accreted to interest income over the remaining term of the loans.
The differences between the fair value and acquired value of the
assumed time deposits, FHLB advances and subordinated debentures
is being amortized to interest expense over the remaining term of
the liabilities. The core deposit intangible asset, with a fair
value of $4,660,000, will be amortized on an accelerated basis
over its estimated life of ten years.
acquired value of the purchased loans, $8,400,000>is being
accreted to interest income over the remaining term of the loans.
The differences between the fair value and acquired value of the
assumed time deposits, FHLB advances and subordinated debentures
is being amortized to interest expense over the remaining term of
the liabilities. The core deposit intangible asset, with a fair
value of $4,660,000, will be amortized on an accelerated basis
over its estimated life of ten years.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
>The consolidated financial statements of First Clover Leaf as
of and for the years ended December 31, 2015 and 2014, the
accompanying notes thereto and the related Report of the
Independent Registered Public Accounting Firm, filed on Form 10-K,
are filed as Exhibit 99.1 and incorporated herein by reference.
of and for the years ended December 31, 2015 and 2014, the
accompanying notes thereto and the related Report of the
Independent Registered Public Accounting Firm, filed on Form 10-K,
are filed as Exhibit 99.1 and incorporated herein by reference.
The unaudited consolidated financial statements of First Clover
Leaf as of June 30, 2016 and for the six months ended June 30, 2016
and 2015 and the accompanying notes thereto, filed on Form 10-Q,
are filed as Exhibit 99.2 and incorporated herein by reference.
Leaf as of June 30, 2016 and for the six months ended June 30, 2016
and 2015 and the accompanying notes thereto, filed on Form 10-Q,
are filed as Exhibit 99.2 and incorporated herein by reference.
(b) Pro Forma Financial Information (unaudited).
The unaudited pro forma condensed combined financial statements of
the Company and First Clover Leaf as of and for the year ended
December 31, 2015 and for the six months ended June 30, 2016, are
filed as Exhibit 99.3 and incorporated herein by reference.
the Company and First Clover Leaf as of and for the year ended
December 31, 2015 and for the six months ended June 30, 2016, are
filed as Exhibit 99.3 and incorporated herein by reference.
(d) Exhibits.
|
2.1
|
Agreement and Plan of Merger by and between First
Mid-Illinois Bancshares, Inc. and First Clover Leaf Financial Corp., dated April 26, 2016 (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K dated April 26, 2016) |
|
2.2
|
First Amendment to Agreement and Plan of Merger by and
between First Mid-Illinois Bancshares, Inc. and First Clover Leaf Financial Corp., dated as of June 6, 2016 (incorporated by reference to Exhibit 2.2 to Quarterly Report on Form 10-Q filed August 5, 2016) |
|
23.1
|
Consent of Crowe Horwath LLP (filed herewith)
|
|
99.1
|
Audit consolidated financial statements of First Clover
Leaf Financial Corp. as of and for the years ended December 31, 2015 and 2014, as well as the accompanying notes thereto and the related Report of the Independent Registered Public Accounting Firm (incorporated herein by reference to First Clover Leaf’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 000-50820)) |
|
99.2
|
Unaudited consolidated financial statements of First
Clover Leaf Financial Corp. as of June 30, 2016 and for the six months ended June 30, 2016 and 2015, as well as the accompanying notes thereto (incorporated herein by reference to First Clover Leaf’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (File No. 000-50820)) |
|
99.3
|
Unaudited pro forma condensed combined financial
statements (filed herewith) |
About FIRST MID-ILLINOIS BANCSHARES, INC. (NASDAQ:FMBH)
First Mid-Illinois Bancshares, Inc. is a financial holding company. The Company is engaged in the business of banking through its subsidiary, First Mid-Illinois Bank & Trust, N.A. (First Mid Bank). It provides data processing services to affiliates through its subsidiary, Mid-Illinois Data Services, Inc. It offers insurance products and services to customers through its subsidiary, The Checkley Agency, Inc., doing business as, First Mid Insurance Group (First Mid Insurance). It operates in over three primary lines of business: community banking and wealth management through First Mid Bank, and insurance brokerage through First Mid Insurance. Within the community banking line, it serves commercial, retail and agricultural customers with an array of deposit and loan related products. The wealth management line provides estate planning, investment and farm management services. The insurance brokerage line provides commercial lines insurance to businesses, homeowner, health and life. FIRST MID-ILLINOIS BANCSHARES, INC. (NASDAQ:FMBH) Recent Trading Information
FIRST MID-ILLINOIS BANCSHARES, INC. (NASDAQ:FMBH) closed its last trading session down -0.59 at 29.19 with 22,093 shares trading hands.