SEC Comment Letter for FIRST MID BANCSHARES, INC. (FMBH) (CIK 0000700565) (FMBH) — Jul 13, 2016
FIRST MID BANCSHARES, INC. (FMBH) (CIK 0000700565)
Date: July 13, 2016 · CIK: 0000700565 · Accession: 0000000000-16-084156
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-212000
Letter
Mail Stop 4720 July 13, 2016 Via E -mail Joseph R. Dively Chairman, President and Chief Executive Officer First Mid -Illinois Bancshares, Inc. 1421 Charleston Avenue Mattoon, IL 61938
Re: First Mid-Illinois Bancshares, Inc. Amendment No. 1 to Registration Statement on Form S-4 Filed July 8, 2016 File No. 333-212000
Dear Mr . Dively :
We have reviewed your amended registration statement and have the following comments . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your fac ts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional c omments. Unless we note otherwise , our references to prior comments are to comments in our June 30, 2016 letter .
Questions and Answers About The Merger
Is the merger consideration subject to adjustment, page 2
1. We note your response to comment 3. Pleas e disclose First Clover Leaf’s consolidated stockholder’s equity as of the end of the June 30, 2016 quarter so that investors are better able to assess whether this limitation is likely to impact the merger consideration. Also, discuss any known material adjustments that might decrease First Clover Leaf’s consolidated shareholders equity. Please make corresponding revisions throughout your prospectus.
Joseph R. Dively First Mid -Illinois Bancshares, Inc. July 13, 2016 Page 2
The Merger
Interests of certain persons in the merger
Post-Merger Compensation Arrangements with First Mid , page 72
2. We note your response to comment 6. Revise this section to identify the executive officers or directors of First Clover Leaf that you have had discussions with regarding potential roles with the combined company. Also, if the interest s of the executive officers and directors change prior to effectiveness, including the entry into any additional agreements, this section should be revised to provide First Clover Leaf’s investors with an understanding of how the interests of management an d the board might differ from those of shareholders.
Material U.S. Federal Income Tax Consequences of the Merger, page 76
3. We note your revisions in response to comment 7. Please delete the assumptions that the merger will qualify as a reorganization contained in the second paragraph on page 77, the first sentence of the last paragraph on page 6 and the third sentence of the second paragraph on page 11. Since you have received opinions from counsel that, subject to the assumptions, the merger will qua lify under Section 368(a) of the Code, it is not appropriate to “assume” that the merger qualifies under that section of the Code.
Please contact Christopher Dunham, Staff Attorney, at (202) 551 -3783 or, in his absence, me at (202) 551 -3419 with any other questions.
Sincerely,
/s/ Christian Windsor
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Mail Stop 4720 July 13, 2016 Via E -mail Joseph R. Dively Chairman, President and Chief Executive Officer First Mid -Illinois Bancshares, Inc. 1421 Charleston Avenue Mattoon, IL 61938 Re: First Mid-Illinois Bancshares, Inc. Amendment No. 1 to Registration Statement on Form S-4 Filed July 8, 2016 File No. 333-212000 Dear Mr . Dively : We have reviewed your amended registration statement and have the following comments . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your fac ts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional c omments. Unless we note otherwise , our references to prior comments are to comments in our June 30, 2016 letter . Questions and Answers About The Merger Is the merger consideration subject to adjustment, page 2 1. We note your response to comment 3. Pleas e disclose First Clover Leaf’s consolidated stockholder’s equity as of the end of the June 30, 2016 quarter so that investors are better able to assess whether this limitation is likely to impact the merger consideration. Also, discuss any known material adjustments that might decrease First Clover Leaf’s consolidated shareholders equity. Please make corresponding revisions throughout your prospectus. Joseph R. Dively First Mid -Illinois Bancshares, Inc. July 13, 2016 Page 2 The Merger Interests of certain persons in the merger Post-Merger Compensation Arrangements with First Mid , page 72 2. We note your response to comment 6. Revise this section to identify the executive officers or directors of First Clover Leaf that you have had discussions with regarding potential roles with the combined company. Also, if the interest s of the executive officers and directors change prior to effectiveness, including the entry into any additional agreements, this section should be revised to provide First Clover Leaf’s investors with an understanding of how the interests of management an d the board might differ from those of shareholders. Material U.S. Federal Income Tax Consequences of the Merger, page 76 3. We note your revisions in response to comment 7. Please delete the assumptions that the merger will qualify as a reorganization contained in the second paragraph on page 77, the first sentence of the last paragraph on page 6 and the third sentence of the second paragraph on page 11. Since you have received opinions from counsel that, subject to the assumptions, the merger will qua lify under Section 368(a) of the Code, it is not appropriate to “assume” that the merger qualifies under that section of the Code. Please contact Christopher Dunham, Staff Attorney, at (202) 551 -3783 or, in his absence, me at (202) 551 -3419 with any other questions. Sincerely, /s/ Christian Windsor Christian Windsor Special Counsel Office of Financial Services cc: Jason Zgliniec , Esq.