FIRST MID-ILLINOIS BANCSHARES, INC. (NASDAQ:FMBH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

On August 16, 2017, First Mid-Illinois Bancshares, Inc. (the "Company") entered into a Sales Agency Agreement (“Agreement”) with Sandler O’Neill & Partners, L.P. (“Sandler”) and FIG Partners, LLC (“FIG”), who are collectively referred to herein as Sales Agents. to the Agreement, Sandler and FIG will act as the Company’s Sales Agents with respect to an offering and sale, from time to time through the Sales Agents, of shares of the Company’s common stock having an aggregate gross sales price of up to $20.0 million.

Any sales the Company’s common stock under the Agreement will be sales deemed to be “at-the-market” offerings, as defined in Rule 415 under the Securities Act of 1933, as amended. These sales will be made by means of ordinary broker transactions on the NASDAQ Global Market at market prices prevailing at the time, at prices related to the prevailing market prices, or at negotiated prices. We will pay each Sales Agent a commission of 2.0% of the gross sales price per share for shares of common stock sold through the relevant Sales Agent.

We are not obligated to make any sales of common stock under the Agreement. We also may instruct the Sales Agents as to the maximum number of shares of common stock it may sell on any given day, as well as the minimum price per share.

The Agreement includes indemnification and contribution provisions that are customary for at-the-market offerings. The Agreement may be terminated by either the Company or the Sales Agents, each in its sole discretion, by giving written notice to the other party as provided for in the Agreement. The Agreement will automatically terminate following the sale of shares of the Company’s common stock, under this program, having an aggregate gross sales price of $20.0 million.

In addition, we may also sell shares of the Company’s common stock to the Sales Agents as principal for their own account, at a price agreed upon at the time of sale.

The foregoing description of the Agreement is qualified in its entirety by reference to that agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events

On August 16, 2017, the Company issued a press release (“Press Release”) announcing the commencement of the at-the-market equity offering program. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

FIRST MID ILLINOIS BANCSHARES INC Exhibit
EX-5.1 2 exh_51.htm EXHIBIT 5.1       Schiff Hardin LLP 233 South Wacker Drive Suite 7100 Chicago,…
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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.