Bank First Corp S-4/A, filed Mar 4, 2020

Bank First Corp (BFC)

S-4/A 2020-03-04

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	QUESTIONS AND ANSWERS					1
	SUMMARY					7
	CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS					16
	SELECTED CONSOLIDATED HISTORICAL FINANCIAL INFORMATION OF BFC					18
	COMPARATIVE MARKET PRICES AND DIVIDENDS					20
	RISK FACTORS					21
	Risks Related to the Merger					21
	Risks Related to the Combined Company Following the Merger					24
	Risks Related to an Investment in the Combined Company’s Common Stock					26
	Risks Related to Tax					26
	Risks Related to BFC’s Business					27
	THE TB SPECIAL MEETING					28
	General					28
	Date, Time and Place					28
	Purpose of the TB Special Meeting					28
	Proposal One: Merger Proposal					28
	Proposal Two: Adjournment Proposal					28
	Recommendation of the TB Board of Directors					29
	Record Date; Shareholders Entitled to Vote					29
	Quorum and Adjournment					29
	Vote Required for Approval; Abstentions; Failure to Vote					29
	Voting by TB Directors and Executive Officers					30
	TB Common Stock Subject to Voting Agreements					30
	Voting on Proxies by Holders of Record; Incomplete Proxies					30
	Shares Held in “Street Name”					30
	Revocability of Proxies and Changes to a TB Shareholder’s Vote					31
	Solicitation of Proxies					31
	Attending the TB Special Meeting; Voting in Person					31
	Assistance					32
	THE MERGER					33
	General					33
	Purchase Price and Purchase Price Adjustments					33
	Background of the Merger					34
	BFC’s Reasons for the Merger					36
	TB’s Reasons for the Merger					37
	Opinion of TB’s Financial Advisor					39
	Board Composition and Management of BFC after the Merger					44
	Interests of TB’s Directors and Executive Officers in the Merger					44
	Beneficial Ownership of TB Common Stock by Management and Principal Shareholders of TB					45
	Bank Regulatory Approvals Required for the Merger					46
	Material U.S. Federal Income Tax Consequences					47
	Accounting Treatment					51

	Dissenters’ Rights					51
	Exchange of Shares in the Merger					55
	Listing of BFC Common Stock					55
	THE MERGER AGREEMENT					56
	Explanatory Note Regarding the Merger Agreement					56
	Structure of the Merger					56
	Closing and Effective Time of the Merger					56
	Organizational Documents of the Surviving Company					57
	Board Composition and Management of Surviving Company					57
	Merger Consideration					57
	Procedures for Converting Shares of TB Common Stock into Merger Consideration					58
	Surrender of TB Stock Certificates					58
	Treatment of TB Options					59
	Representations and Warranties					60
	Definition of “Material Adverse Effect”					61
	Covenants and Agreements					62
	Corporate Regulatory Matters					66
	NASDAQ Listing					67
	Employee Matters					67
	Indemnification and Directors’ and Officers’ Insurance					68
	No Solicitation					68
	Conditions to Completion of the Merger					70
	Termination					71
	Termination Fees					72
	Effect of Termination					72
	Amendment; Waiver					73
	Expenses					73
	ANCILLARY AGREEMENTS					73
	Voting Agreements					73
	Non-Competition and Non-Disclosure Agreements					74
	INFORMATION ABOUT Tomah Bancshares, Inc.					75
	DESCRIPTION OF CAPITAL STOCK					75
	Common Stock					75
	Preferred Stock					76
	Anti-Takeover Provisions					77
	COMPARISON OF RIGHTS OF BFC SHAREHOLDERS AND TB SHAREHOLDERS					79
	LEGAL MATTERS					90
	EXPERTS					90
	WHERE YOU CAN FIND MORE INFORMATION					90
	Annex A					A-1
	Annex B					B-1
	Annex C					C-1

	BFC Common Stock			Implied Value of One Share of TB Common Stock to be Converted into BFC Common Stock
November 19, 2019		$	68.74		$	342.62
March 3, 2020		$	61.03		$	313.97

	September 30,						December 31,
	2019			2018			2018			2017			2016			2015			2014
	(dollars in thousands, except per share and other data)
Operating Data
Interest Income		$	65,370		$	58,191		$	77,944		$	53,472		$	44,726		$	41,062		$	39,709
Interest Expense			14,483			10,605			14,845			7,732			5,932			5,063			4,783
Net interest Income			50,887			47,586			63,099			45,740			38,794			35,999			34,926
Provision for Loan Losses			4,125			2,185			2,935			1,055			320			1,008			2,030
Non-Interest Income			9,164			8,978			11,531			9,848			9,244			7,463			7,893
Non-Interest Expense			31,321			29,749			39,642			30,394			25,099			22,305			21,910
Income Before Taxes			24,605			24,630			32,053			24,139			22,619			20,149			18,879
Income Taxes			5,370			5,235			6,597			8,826			7,706			6,754			6,259
Net Income		$	19,235		$	19,395		$	25,456		$	15,313		$	14,913		$	13,395		$	12,620
Average shares outstanding, basic			6,731,089			6,682,472			6,673,758			6,285,901			6,220,694			6,291,319			6,338,077
Average shares outstanding, diluted			6,808,177			6,682,472			6,673,758			6,285,901			6,220,694			6,291,319			6,338,077
Total shares outstanding			7,084,728			6,659,021			6,610,358			6,805,684			6,210,892			6,267,660			6,259,535
Basic Earnings per share		$	2.86		$	2.90		$	3.81		$	2.44		$	2.40		$	2.13		$	1.99
Diluted Earnings Per Share		$	2.83		$	2.90		$	3.81		$	2.44		$	2.40		$	2.13		$	1.99
Dividends Declared Per Share		$	0.60		$	0.48		$	0.68		$	0.64		$	0.59		$	0.51		$	0.46
Dividend payout ratio(1)			21%			17%			18%			26%			25%			24%			23%
Financial Condition Data
Total Assets		$	2,163,501		$	1,735,754		$	1,793,165		$	1,753,404		$	1,315,997		$	1,237,675		$	1,105,008
Total Deposits			1,838,080			1,486,470			1,557,167			1,506,642			1,127,020			1,062,575			954,742
Total Loans			1,714,213			1,441,477			1,428,494			1,397,547			1,026,257			956,637			873,058
Stockholders’ equity			225,332			169,133			174,323			161,728			127,523			118,928			109,062
Book Value Per Share		$	31.81		$	25.40		$	26.37		$	23.76		$	20.53		$	18.97		$	17.42

	September 30,				December 31,
	2019		2018		2018		2017		2016		2015		2014
	(dollars in thousands, except per share and other data)
Performance Ratios
Return on Average Assets		1.36%		1.45%		1.43%		1.04%		1.13%		1.14%		1.17%
Return on Average Stockholders’ equity		13.17%		15.77%		15.36%		11.26%		12.01%		11.65%		11.84%
Equity to assets		10.42%		9.74%		9.72%		9.22%		9.69%		9.61%		9.87%
Interest rate spread(2)		3.47%		3.57%		3.53%		3.22%		3.08%		3.32%		3.47%
Net Interest Margin, taxable equivalent(3)		3.98%		3.90%		3.89%		3.45%		3.26%		3.48%		3.64%
Efficiency ratio(4)		51.69%		51.64%		52.16%		53.28%		50.81%		49.92%		49.72%

				By Order of the Board of Directors,
				/s/ Robert W. Holmes Robert W. Holmes Chairman of the Board

	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Plan Category
Equity compensation plans approved by security holders		0		$	0		498,888
Total at September 30, 2019		0		$	0		498,888

Company	Ticker	City
Blackhawk Bancorp, Inc.	BHWB	Beloit
Citizens Community Bancorp, Inc.	CZWI	Eau Claire
Denmark Bancshares, Inc.	DMKB.A	Denmark
First Business Financial Services	FBIZ	Madison
Nicolet Bankshares, Inc.	NCBS	Green Bay
Oconomowoc Bancshares, Inc.	OCNB	Oconomowoc
PSB Holdings, Inc.	PSBQ	Wausau
Tri City Bankshares Corporation	TRCY	Oak Creek
Waterstone Financial, Inc.	WSBF	Wauwatosa
Westbury Bancorp, Inc.	WBBW	West Bend

	BFC			Peer Group Low			Peer Group Median			Peer Group Mean			Peer Group High
Total Assets (in millions)		$	2,163.5		$	517.5		$	1,317.0		$	1,461.2		$	3,105.7
LTM Return on Average Assets			1.36%			0.58%			1.06%			1.12%			1.85%
LTM Return on Average Equity			13.41%			5.38%			10.66%			10.13%			13.96%
Equity/Assets			10.42%			8.10%			9.93%			11.32%			19.31%
Loans/Deposits			93.26%			72.46%			95.80%			96.04%			133.26%
Loan Loss Reserve/Gross Loans			0.59%			0.57%			1.07%			1.06%			1.66%
Nonperforming Assets/Assets			0.52%			0.09%			0.75%			0.88%			1.87%
Efficiency Ratio			51.39%			55.14%			67.98%			68.29%			79.81%
Price/Book Value Per Share			2.13x			0.85x			1.10x			1.16x			1.51x
Price/Tangible Book Value Per Share			2.73x			1.03x			1.17x			1.27x			2.11x
Price/LTM Earnings Per Share			18.2x			9.5x			11.8x			12.7x			19.2x

Buyer	State	Seller	State
Citizens Community Bancorp, Inc.	WI	Wells Financial Corp.	MN
Royal Bancshares, Inc.	WI	State Bank of Cazenovia	WI
First American Bank Corporation	IL	Southport Financial Corporation	WI
Heartland Financial USA, Inc.	IA	Signature Bancshares, Inc.	MN
Mackinac Financial Corporation	MI	Lincoln Community Bank	WI
Citizens Community Bancorp, Inc.	WI	United Bank	WI
First Citizens BancShares, Inc.	NC	Capital Commerce Bancorp, Inc.	WI
Citizens Community Bancorp, Inc.	WI	F. & M. Bancorp of Tomah, Inc.	WI
Bank First Corporation	WI	Partnership Community Bancshares	WI
Nicolet Bankshares, Inc.	WI	Choice Bancorp, Inc.	WI
First Midwest Bancorp, Inc.	IL	Bankmanagers Corp.	WI

	Discount Rate
	18%			16%			14%			12%
Present Value (in thousands)		$	14,917		$	17,193		$	20,295		$	24,771
Present Value (per share)		$	137.08		$	158.00		$	186.50		$	227.63

Directors, Executive Officers and 5% Shareholders	Amount and Nature of Beneficial Ownership of Common Stock(1)		Ownership as % of Common Stock Outstanding(2)
Diana Gerke		5,442(3)		5.0%
Robert W. Holmes		44,869(4)		41.2%
Ronald Keene		2,800		2.6%
Ronald Nicks		1,920(5)		1.8%
Kevin Ravenscroft		2,419		2.2%
Keith Schedler		2,250(6)		2.1%
James Van Wychen		3,934		3.6%
All Directors and Executive Officers as a Group (7 person)		63,634		58.5%

	Rights of BFC Shareholders (which will be the rights of shareholders of the combined company following the merger)	Rights of TB Shareholders
Corporate Governance	BFC is a Wisconsin corporation. The rights of BFC shareholders are governed by Wisconsin law, the BFC Articles and the BFC Bylaws.	TB is a Wisconsin corporation. The rights of TB shareholders are governed by Wisconsin law, the TB Articles and the TB Bylaws.
Authorized Capital Stock	BFC’s authorized capital stock consists of 20,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. The BFC Articles authorize BFC’s board of directors to issue shares of preferred stock in one or more series and to fix the designations, preferences, rights, qualifications, limitations or restrictions of the shares of BFC preferred stock in each series. As of March 3, 2020, there were 7,085,335 shares of BFC common stock outstanding and no shares of BFC preferred stock outstanding.	TB is authorized to issue up to 250,000 shares of common stock, par value $1.00 per share. As of March 3, 2020, there were 108,820 shares of TB common stock issued and outstanding and no shares of preferred stock issued and outstanding.
Preemptive Rights	The BFC Articles provide that shareholders do not have preemptive rights.	The TB Articles do not provide shareholders with preemptive rights.
Voting Rights	Each holder of shares of BFC common stock is entitled to one vote for each share held on all questions submitted to	Each outstanding share entitled to vote on a matter shall be entitled to one vote upon such matter submitted to a vote at

	Rights of BFC Shareholders (which will be the rights of shareholders of the combined company following the merger)	Rights of TB Shareholders
	holders of shares of BFC common stock, provided, however, any person that beneficially owns, directly or indirectly, in excess of 20% of the voting power in the election of directors shall be limited to 10% of the full voting power of those shares. Other matters (other than a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by Wisconsin law or the BFC Articles) require, of the shares represented at the meeting and entitled to vote on the subject matter, the votes cast within the voting group favoring the action to exceed the votes cast opposing the action, where the vote on the matter occurred at a shareholder meeting at which a quorum is present.	a meeting of the shareholders.
Cumulative Voting	Holders of shares of BFC common stock do not have cumulative voting rights at elections of directors.	Holders of shares of TB common stock do not have cumulative voting rights at elections of directors.
Size of the board of directors	The BFC Bylaws provide for a board of directors consisting of not less than six and not more than 15 directors as fixed from time to time by a resolution of BFC’s board. Currently, there are ten directors on BFC’s board of directors.	The TB Bylaws provide for a board of directors consisting of not less than two and not more than 9 directors as determined from time to time by a resolution adopted by a majority of the entire TB board of directors.
Independent Directors	A majority of the BFC board of directors must be comprised of independent directors as defined in the listing rules of Nasdaq.	TB does not have an independent director requirement.
Term of Directors and Classified Board	BFC’s Articles and Bylaws provide that the directors shall be divided into three classes of not less than two nor more than five directors each, with one class to be elected annually. At each annual meeting of stockholders, directors elected to succeed those directors whose terms expire shall be elected for a term of office of three years, with each director to hold office until his or her successor shall have been elected and qualified or until their earlier resignation, death, or removal from office.	TB’s Bylaws provide that the directors shall be divided into three classes of not less than one nor more than three directors each, with one class to be elected annually. At each annual meeting of stockholders, directors elected to succeed those directors whose terms expire shall be elected for a term of office of three years, with each director to hold office until his or her successor shall have been elected and qualified or until their earlier resignation, death, or removal from office.

	Rights of BFC Shareholders (which will be the rights of shareholders of the combined company following the merger)	Rights of TB Shareholders
Election of Directors	BFC directors are elected by a plurality of the votes cast at an annual of shareholders at which a quorum is present.	TB directors are elected by a plurality of the votes cast at an annual of shareholders at which a quorum is present.
Removal of Directors	The BFC Articles provide that a director may be removed from office by the affirmative vote of the holders of 80% of the outstanding shares entitled to vote at an election of such director.	The TB Bylaws provide that a director may be removed, with or without cause, at any meeting of the shareholders by affirmative vote of a majority of the outstanding shares entitled to vote for the election of such director, taken at a special meeting of shareholders called for that purpose.
Filling Vacancies of Directors	The BFC Articles and Bylaws provide that the remaining directors may fill any vacancy on the board of directors, including a vacancy created by an increase in the number of directors. In the absence of action by the remaining directors, the shareholders may fill such vacancy at a special meeting or an annual meeting in accordance with the BFC Articles and Bylaws. A director elected to fill a vacancy will serve until the expiration of the term of his or her predecessor. Any vacancy created by the removal of a director by the shareholders may be replaced by an affirmative vote of 80% of the outstanding shares entitled to vote at an election of such director.	The TB Bylaws provide that any vacancy may be filled until the next succeeding annual shareholders’ meeting by the affirmative vote of the directors then in office.
Director Qualifications	BFC’s Bylaws provide that any director who reaches the age of 70 may not be nominated for election to the board of directors, and any director who reaches the age of 70 during the course of his or her term as director will serve up the first annual meeting following such birthday, at which point his or her term will end.	TB’s Articles and Bylaws do not provide for any specific director qualifications.
Amendments to Articles	The BFC Articles provide that the board of directors may amend the Articles without shareholder approval pursuant to the WBCL and Section 180.1002 of the Wisconsin Statutes. Except as provided in Section 180.1002 of the Wisconsin Statutes, the BFC Articles can only be amended by an affirmative vote of the holders of 662∕3% of all outstanding	Except in the case of amendments to Article 6B (Transfer Restrictions), the TB Articles are silent with respect to articles amendments and, thus, may be amended in accordance with Subchapter X of the WBCL. Article 6B of the TB Articles provide that such article may not be amended, altered or repealed except by the affirmative vote of holders of at least

	Rights of BFC Shareholders (which will be the rights of shareholders of the combined company following the merger)	Rights of TB Shareholders
Notice of Shareholder Meetings	BFC must give written, electronic transmission, or printed notice, or if such forms of personal notice are impracticable, public notice of the place, day and hour of each annual and special shareholders’ meeting. For annual meetings such notice must be no fewer than 50 days nor more than 120 days before the date of such meeting. For special meetings such notice must be no fewer than 20 days nor more than 120 days before the date of such meeting. Unless otherwise provided by WBCL, notice of the annual meeting need not include a description of the purpose for which the meeting is called.	Written notice stating the place, day and hour of the meeting, and, in case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than ten days (unless a longer period is required by law) nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president or the secretary, to each shareholder of record entitled to vote at the meeting. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his or her address as it appears on the stock record books of the corporation, postage prepaid.
Liability and Indemnification of Directors and Officers	BFC’s Articles and Bylaws provide that BFC shall indemnify, to the fullest extent permitted by Wisconsin law, each person who may serve or who has served at any time as a director or officer of BFC or of any of its subsidiaries, or who at the request of BFC may serve or at any time has served as a director, officer, partner, trustee, member of any decision-making committee, employee or agent of, or in a similar capacity with, another organization, for all reasonable expenses incurred in connection with any proceeding to the extent he or she has been successful on the merits or otherwise. The WBCL provides that BFC shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she was a director of BFC against reasonable expenses incurred by him or her in connection with the proceeding. In cases where a director of officer is not successful on the merits or otherwise, BFC shall indemnify a director or officer against liability incurred by the director or officer in a proceeding to which the director or officer was a party because he or she is a director or officer of BFC, unless	The TB Bylaws provide that TB will indemnify and hold harmless a person from and against all reasonable expenses (including fees, costs, charges, disbursements, attorney fees, and any other expenses) and liability asserted against, incurred by or imposed on him or her in connection with any action, suit or proceeding, whether civil, criminal or investigative, to which he or she is made or threatened to be made a party by reason of his or her being or having been a director or officer of the corporation; provided that in situations other than a successful defense of a proceeding, the director or officer will not be indemnified where he or she breached or failed to perform a duty to TB and the breach or failure to perform constitutes: (a) a willful failure to deal fairly with TB or its shareholders in connection with the matter in which the director or officer has a material conflict of interest; (b) a violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful; (c) a transaction from which the director or officer derived an improper personal benefit; or (d) willful misconduct; provided that payment of such expenses will be made only upon

				Rights of BFC Shareholders (which will be the rights of shareholders of the combined company following the merger)			Rights of TB Shareholders
				liability was incurred because the director or officer breached or failed to perform a duty that he or she owes to BFC and the breach or failure to perform constitutes any of the following: (1) a willful failure to deal fairly with BFC or its shareholders in connection with a matter in which the director or officer has a material conflict of interest; (2) a violation of the criminal law, unless the director or officer had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (3) a transaction from which the director or officer derived an improper personal profit; or (4) willful misconduct. The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of no contest or an equivalent plea, does not, by itself, create a presumption that indemnification of a director or officer is not required. Indemnification by BFC includes payment of reasonable expenses incurred in defending a proceeding in advance of the final disposition of such action or proceeding upon receipt from the person to be indemnified of (i) a written affirmation of his or her good faith belief that he or she has not breached or failed to perform his or her duties and (ii) a written undertaking, executed personally or on his or her behalf, to repay the allowance and, if required by BFC, to pay reasonable interest on the allowance to the extent that it is ultimately determined that indemnification is not required and that indemnification is not ordered by a court. This undertaking shall be an unlimited general obligation of the director or officer and may be accepted without reference to his or her ability to repay the allowance, and may be secured or unsecured.			such person delivering to TB: (i) a written affirmation of his or her good faith belief that he or she has not breached or failed to perform his or her duties to TB; and (ii) a written undertaking to repay the allowance to the extent it is ultimately determined that such person is not entitle to indemnification. If a claim for indemnification by an officer or director is not paid in full by TB within 30 days after such claim is received by TB, the officer or director may at any time thereafter bring suit against TB to recover the unpaid amount of the claim and, if successful in whole or in part, the officer or director will be entitled to be paid also the reasonable expenses of prosecuting such claim. TB shall not indemnify a director or officer for any liability incurred in a proceeding otherwise initiated or participated in as an intervener by the person seeking indemnification unless such initiation of or participation in the proceeding is authorized, either before or after its commencement, by the affirmative vote of the majority of directors in office. TB by its board of directors may on such terms as the board of directors deems advisable indemnify and allow reasonable expenses of any employee or agent of TB with respect to any action taken or failed to be taken in his or her capacity as such employee or agent.

	Rights of BFC Shareholders (which will be the rights of shareholders of the combined company following the merger)	Rights of TB Shareholders
Limitation of Director Liability	The BFC Bylaws provide that a director or officer is not liable to the corporation, its shareholders, or any person asserting rights on behalf of the corporation or shareholders, for damages, or any other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director, unless the person asserting liability proves that the breach or failure to perform constitutes; (1) a willful failure to deal with the corporation or shareholders in connection with a matter in which the director or officer had a material conflict of interest, (2) a violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful, or (4) willful misconduct. The limitation of liability of directors and officers does not apply for improper declarations of dividends, distribution of assets, corporate purchase of its own shares, distribution of assets to shareholders during liquidation, or for corporate loans made to an officer or director under the WBCL.	The TB Bylaws provide that a director is not liable to TB, its shareholders, or any person asserting rights on behalf of TB or shareholders, for damages, settlements, fees, fines, penalties, or any other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director; provided that such limitation will not apply where the breach of failure to perform constitutes: (1) a willful failure to deal with the corporation or shareholders in connection with a matter in which the director or officer had a material conflict of interest, (2) a violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful, or (4) willful misconduct. The TB Bylaws provide that an officer is not liable to TB for any loss or damage suffered by it on account of any action taken or omitted to be taken by him or her as an officer of TB in good faith, if such person: (a) exercised and used the same degree of care and skill as a prudent person would have exercised or used under the circumstances in the conduct of his or her own affairs, or (b) took or omitted to take such action in reliance upon information, opinions, reports or statements prepared or presented by: (i) an officer or employee of TB whom the officer believed in good faith to be reliable and competent in the matters presented, or (ii) legal counsel, public accountants and other persons as to matters the officer believed in good faith were within the person’s professional or expert competence.
.
Dividends	The WBCL prohibits a Wisconsin corporation from making any distributions to its shareholders if, after giving it effect, (1) the corporation would not be able to pay its debts as they become due in the usual course of	The provisions of the WBCL are also applicable to TB and its shareholders.

	BANK FIRST CORPORATION
	By:			/s/ Michael B. Molepske
	Name:			Michael B. Molepske
	Title:			President and Chief Executive Officer

	Rights of BFC Shareholders (which will be the rights of shareholders of the combined company following the merger)	Rights of TB Shareholders
	shares of stock entitled to vote on such amendment. In the case of an amendment of Articles V (Directors), VII (Amendment), VIII (Shareholders Vote Required for Merger), IX (Control Share Acquisitions), and X (Indemnification) of the BFC Articles, the affirmative vote of the holders of at least 80% of the outstanding shares of stock entitled to vote on such amendment will be required. Notwithstanding the foregoing, the affirmative vote of a majority of the outstanding shares of stock entitled to vote on an amendment is sufficient to adopt any amendment which is approved by a resolution of the majority of the entire board of directors in office at such time, if it was adopted by the board prior to the mailing to shareholders of the notice of the meeting at which the shareholders’ vote on such matter is held. The BFC Articles provide that if a vote to amend the BFC Articles requires the vote of one or more class of outstanding shares, voting separately as a class, then the 662∕3%, 80% or majority vote required by the BFC Articles shall also apply to each such class, voting separately as a class.	seventy five percent (75%) of the shares of TB common stock issued and outstanding and entitled to vote on such amendment.
Bylaw Amendments	The BFC Bylaws may be amended, altered or repealed and new bylaws may be adopted by the BFC board of directors with an affirmative vote of a majority of directors present at, or participating in, any meeting at which a quorum is present. Bylaws adopted by the shareholders cannot be amended or repealed by the board of directors if such bylaw so provides. The BFC Bylaws provide that any action taken or authorized by the shareholders or by the Board of Directors, which would be inconsistent with the Bylaws then in effect but is taken or authorized by affirmative vote of not less than the number of shares or the number of directors required to amend the BFC Bylaws so that the bylaws would be consistent with such	The TB Bylaws may be altered, amended or repealed and new bylaws may be adopted by the shareholders by affirmative vote of not less than a majority of the outstanding shares of the corporation entitled to vote. The TB Bylaws may also be altered, amended or repealed and new bylaws may be adopted by the board of directors by affirmative vote of not less than a majority of the directors then in office, but no bylaw adopted by the shareholders shall be amended or repealed by the board of directors if the bylaw so adopted so provides.

	Rights of BFC Shareholders (which will be the rights of shareholders of the combined company following the merger)	Rights of TB Shareholders
	action, shall be given the same effect as though the bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.
Merger, Consolidations or Sales of Substantially All Assets; Anti-Takeover Provisions	BFC’s Articles provide that (A) any merger or consolidation with one or more other corporations (regardless of which is the surviving corporation) or (B) any sale, lease or exchange of all or substantially all of the property and assets of BFC to or with one or more other corporations, persons or other entities requires the affirmative vote of at least 80% of the outstanding shares of capital stock entitled to vote on the matter. If a transaction referenced above is approved by a resolution by a majority of the entire board of directors in office at the time of such approval at any time prior to the mailing to shareholders of the notice of the meeting at which the shareholders’ vote on such matter is held, then an affirmative vote of a majority of the outstanding shares of capital stock entitled to vote on the matter shall approve such transaction. If the WBCL or the BFC Articles require a vote of shareholders of one or more classes of outstanding shares, voting separately as a class, for approval of such transactions described above, then the 80% or majority vote required shall also apply to each such class, voting separately. Under the WBCL, any person that beneficially owns, directly or indirectly, in excess of 20% of the voting power in the election of directors shall be limited to 10% of the full voting power of those shares, subject to certain exceptions.	Under the WBCL, subject to certain exceptions, a merger or share exchange must be adopted and approved by the board of directors, and submitted to the shareholders at a meeting of the corporation’s shareholders for approval by each voting group entitled to vote separately on the plan, by a majority of all the votes entitled to be cast on the plan or share exchange by that voting group.
Annual Meetings of the Shareholders	BFC’s bylaws provide that the annual meeting of the shareholders is to be held once each calendar year, with the interval between such annual meetings to be no less than nine months nor	TB’s Bylaws provide that the annual meeting of the shareholders is to be held at such place, on such date, and at such time as the board of directors shall each year fix for the purpose of electing

	Rights of BFC Shareholders (which will be the rights of shareholders of the combined company following the merger)	Rights of TB Shareholders
	more than 15 months. The annual meeting is to be held at such time and at such place as determined by the board of directors and stated in the notice.	directors and for the transaction of such other business as may come before the meeting.
Special Meetings of the Shareholders	Under the BFC Bylaws, special meetings of the shareholders may be called by the Chairman of the Board or the Secretary, upon written request of a majority of the board of directors then in office.	Under the TB Bylaws, special meetings of the shareholders may be called, for any purpose, unless otherwise prescribed by statute, by the president or the board of directors, and shall be called by the president at the request of shareholders owning, in the aggregate, not less than ten percent of all the outstanding shares of the corporation entitled to vote at the meeting, provided that such shareholders deliver a signed and dated written demand to the corporation, describing the purpose(s) for which the meeting is to be held.
Advance Notice Provisions for Shareholder Nominations and Shareholder Business Proposals at Annual Meetings	Rule 14a-8 promulgated by the SEC under the Exchange Act establishes the rules for shareholder proposals intended to be included in a public company’s proxy statement. Rule 14a-8 applies to BFC. Under the rule, a shareholder proposal must be received by the subject company at least 120 days before the anniversary of the date on which the company first mailed the previous year’s proxy statement to shareholders. If, however, the annual meeting date has been changed by more than 30 days from the date of the prior year’s meeting, or for special meetings, the proposal must be submitted within a reasonable time before the subject company begins to print and mail its proxy materials. Other than proposals brought under Rule 14a-8, the BFC Bylaws set forth advance procedures for proposal by a shareholder of business to be transacted at an annual or special meeting. The BFC Bylaws provide that, for any shareholder proposal to be presented in connection with a meeting of the shareholders, the shareholder must give timely written notice thereof to BFC’s Secretary in compliance with	Rule 14a-8 of the Exchange Act does not apply to TB. The TB Articles and Bylaws do not provide a notice provision for shareholder nominations and business proposals at annual meetings.

				Rights of BFC Shareholders (which will be the rights of shareholders of the combined company following the merger)			Rights of TB Shareholders
				the advance notice and eligibility requirements contained in the BFC Bylaws. To be timely, a shareholder notice must be provided to the Secretary at the principal executive offices of BFC; (1) in the case of an annual meeting of the shareholders, no earlier than the 120th day and no later than the 90th day prior to the first anniversary of the preceding year’s annual meeting (if the event date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice is timely if it is provided no earlier than the 120th day prior to the date of such annual meeting nor later than the 90th day prior to the date of such annual meeting, or if the first public announcement of such annual meeting is less than 100 days prior to such annual meeting, the 10th day following the day on which the public announcement of the date of such annual meeting is first made by BFC), and (2) in the case of a special meeting of the shareholders called for the purpose of electing directors, not earlier than the 120th day prior to such special meeting and no later than 90 days prior to such special meeting or the 10th day following the date on which notice of the date of such special meeting was mailed or public disclosure of the date of the special meeting was made (whichever occurs first). The notice must contain the detailed information specified in the BFC Bylaws about the shareholder making the nomination or proposal and, as applicable, each nominee or the proposed business. Nominations that are not made in accordance with the foregoing provisions may be ruled out of order by the Chairman of the meeting.

	Rights of BFC Shareholders (which will be the rights of shareholders of the combined company following the merger)	Rights of TB Shareholders
	business, or (2) the corporation’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.
Appraisal/Dissenters’ Rights	Under the WBCL, a shareholder is entitled to dissent from, and obtain the fair value in cash of his or her shares in connection with, certain corporate actions, including some mergers, share exchanges, sales or exchanges of all or substantially all of the corporation’s property other than in the usual and regular course of business and certain amendments to the corporation’s articles of incorporation. A shareholder of a corporation is not entitled to dissent in connection with a merger under the WBCL if the corporation is a parent corporation merging with its 90% owned subsidiary, and certain other requirements are met regarding maintaining identical rights for the shares outstanding prior to the merger, no change in the articles of incorporation of the surviving corporation as a result of the merger, and the number of shares outstanding immediately after the merger plus the number of shares issuable as a result of the merger do not exceed by more than 20 percent the number of shares of the parent outstanding immediately prior to the merger. Additionally, except as provided otherwise in a corporation’s articles of incorporation, dissenters’ rights are not available to holders of shares registered on a national securities exchange or quoted on the National Association of Securities Dealers, Inc. automated quotation system.	The provisions of the WBCL are also applicable to TB and its shareholders. TB shareholders are entitled to dissenters’ rights.

	ARTICLE I THE MERGER					A-1
	Section 1.01 The Merger					A-1
	Section 1.02 Articles of Incorporation and Bylaws					A-1
	Section 1.03 Bank Merger					A-1
	Section 1.04 Effective Time; Closing					A-2
	Section 1.05 Reservation of Right to Revise Structure					A-2
	ARTICLE II MERGER CONSIDERATION; EXCHANGE PROCEDURES					A-3
	Section 2.01 Merger Consideration					A-3
	Section 2.02 TB Options					A-4
	Section 2.03 Rights as Shareholders; Stock Transfers					A-4
	Section 2.04 Fractional Shares					A-4
	Section 2.05 Plan of Reorganization					A-4
	Section 2.06 Exchange Procedures					A-5
	Section 2.07 Deposit and Delivery of Per Share Stock Consideration					A-5
	Section 2.08 Rights of Certificate Holders after the Effective Time					A-6
	Section 2.09 Anti-Dilution Provisions					A-6
	ARTICLE III REPRESENTATIONS AND WARRANTIES OF TB					A-6
	Section 3.01 Organization and Standing					A-6
	Section 3.02 Capital Stock					A-7
	Section 3.03 Subsidiaries					A-7
	Section 3.04 Corporate Power; Minute Books					A-8
	Section 3.05 Corporate Authority					A-8
	Section 3.06 Regulatory Approvals; No Defaults					A-8
	Section 3.07 Financial Statements; Internal Controls					A-9
	Section 3.08 Regulatory Reports					A-10
	Section 3.09 Absence of Certain Changes or Events					A-10
	Section 3.10 Legal Proceedings					A-10
	Section 3.11 Compliance with Laws					A-11
	Section 3.12 Material Contracts; Defaults					A-11
	Section 3.13 Agreements with Regulatory Agencies					A-12
	Section 3.14 Brokers; Fairness Opinion					A-13
	Section 3.15 Employee Benefit Plans					A-13
	Section 3.16 Labor Matters					A-15
	Section 3.17 Environmental Matters					A-15
	Section 3.18 Tax Matters					A-16
	Section 3.19 Investment Securities					A-17
	Section 3.20 Derivative Transactions					A-17
	Section 3.21 Loans; Nonperforming and Classified Assets					A-18
	Section 3.22 Allowance for Loan and Lease Losses					A-19
	Section 3.23 Trust Business; Administration of Fiduciary Accounts					A-19
	Section 3.24 Investment Management and Related Activities					A-19

	Section 3.25 Repurchase Agreements					A-19
	Section 3.26 Deposit Insurance					A-19
	Section 3.27 Community Reinvestment Act, Anti-money Laundering and Customer Information Security					A-20
	Section 3.28 Transactions with Affiliates					A-20
	Section 3.29 Tangible Properties and Assets					A-20
	Section 3.30 Intellectual Property					A-21
	Section 3.31 Insurance					A-21
	Section 3.32 Antitakeover Provisions					A-22
	Section 3.33 TB Information					A-22
	Section 3.34 Transaction Costs					A-22
	Section 3.35 Approval Delays					A-22
	ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BFC					A-22
	Section 4.01 Organization and Standing					A-22
	Section 4.02 Capital Stock					A-23
	Section 4.03 Corporate Power					A-23
	Section 4.04 Corporate Authority					A-23
	Section 4.05 SEC Documents; Financial Statements					A-23
	Section 4.06 Regulatory Reports					A-24
	Section 4.07 Regulatory Approvals; No Defaults					A-24
	Section 4.08 BFC Information					A-25
	Section 4.09 Absence of Certain Changes or Events					A-25
	Section 4.10 Compliance with Laws					A-25
	Section 4.11 Deposit Insurance					A-26
	Section 4.12 Agreements with Regulatory Agencies					A-26
	Section 4.13 Brokers					A-26
	Section 4.14 Legal Proceedings					A-26
	Section 4.15 Tax Matters					A-27
	Section 4.16 Approval Delays					A-27
	Section 4.17 No Financing					A-27
	ARTICLE V COVENANTS					A-27
	Section 5.01 Covenants of TB					A-27
	Section 5.02 Covenants of BFC					A-31
	Section 5.03 Commercially Reasonable Efforts					A-31
	Section 5.04 Title to Real Estate					A-31
	Section 5.05 Surveys					A-32
	Section 5.06 Environmental Investigation					A-32
	Section 5.07 TB Shareholder Approval					A-33
	Section 5.08 Registration Statement; Proxy Statement-Prospectus; NASDAQ Listing					A-33
	Section 5.09 Regulatory Filings					A-34
	Section 5.10 Third Party Consents					A-34
	Section 5.11 Publicity					A-35
	Section 5.12 Access; Current Information					A-35

	Section 5.13 No Solicitation by TB; Superior Proposals					A-36
	Section 5.14 Indemnification					A-38
	Section 5.15 Employees; Benefit Plans					A-39
	Section 5.16 Notification of Certain Changes					A-40
	Section 5.17 Transition; Informational Systems Conversion					A-40
	Section 5.18 No Control of Other Party’s Business					A-40
	Section 5.19 Certain Litigation					A-40
	Section 5.20 Director Resignations					A-41
	Section 5.21 Non-Competition and Non-Disclosure Agreements					A-41
	Section 5.22 Director Appointment					A-41
	Section 5.23 Supplemental Indenture					A-41
	Section 5.24 Coordination					A-41
	Section 5.25 Transactional Expenses					A-42
	Section 5.26 Confidentiality					A-42
	Section 5.27 Tax Matters					A-42
	ARTICLE VI CONDITIONS TO CONSUMMATION OF THE MERGER					A-43
	Section 6.01 Conditions to Obligations of the Parties to Effect the Merger					A-43
	Section 6.02 Conditions to Obligations of TB					A-44
	Section 6.03 Conditions to Obligations of BFC					A-45
	Section 6.04 Frustration of Closing Conditions					A-45
	ARTICLE VII TERMINATION					A-46
	Section 7.01 Termination					A-46
	Section 7.02 Termination Fee					A-47
	Section 7.03 Effect of Termination					A-48
	ARTICLE VIII DEFINITIONS					A-48
	Section 8.01 Definitions					A-48
	ARTICLE IX MISCELLANEOUS					A-55
	Section 9.01 Survival					A-55
	Section 9.02 Waiver; Amendment					A-55
	Section 9.03 Governing Law; Jurisdiction; Waiver of Right to Trial by Jury					A-55
	Section 9.04 Expenses					A-55
	Section 9.05 Notices					A-55
	Section 9.06 Entire Understanding; No Third Party Beneficiaries					A-56
	Section 9.07 Severability					A-56
	Section 9.08 Enforcement of the Agreement					A-57
	Section 9.09 Interpretation					A-57
	Section 9.10 Assignment					A-58
	Section 9.11 Counterparts					A-58
	Exhibit A — Form of Voting Agreement
	Exhibit B — Form of Bank Plan of Merger
	Exhibit C — Form of Director Restrictive Covenant Agreement

	TOMAH BANCSHARES, INC.
	By:			/s/ Robert W. Holmes
	Name:			Robert W. Holmes
	Title:			President

	Exhibit No.			Description
	2.1			Agreement and Plan of Merger, dated November 19, 2019, by and between Bank First Corporation and Tomah Bancshares, Inc. (attached as Annex A to the proxy statement/prospectus contained in this registration statement).
	3.1			Restated Articles of Incorporation of Bank First Corporation (filed as Exhibit 3.1 to the Registrant’s Registration Statement on Form 10-12B/A (File No. 001-38676) filed with the SEC on October 17, 2018 and incorporated herein by reference).
	3.2			Articles of Amendment to Restated Articles of Incorporation of Bank First Corporation (filed as Exhibit 3.1 to the Registrant’s Form 8-K filed with the SEC on June 26, 2019 and incorporated herein by reference).
	3.3			Amended and Restated Bylaws of Bank First Corporation (filed as Exhibit 3.2 to the Registrant’s Registration Form 8-K filed with the SEC on June 26, 2019 and incorporated herein by reference).
	4.1			Form of Certificate of Common Stock of Bank First Corporation (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form 10-12B (File No. 001-38676) filed with the SEC on September 24, 2018 and incorporated herein by reference).
	5.1			Opinion of Barack Ferrazzano Kirschbaum & Nagelberg LLP regarding the legality of the securities being registered.*
	8.1			Opinion of Barack Ferrazzano Kirschbaum & Nagelberg LLP regarding certain U.S. federal income tax matters.
	8.2			Opinion of Godfrey & Kahn, S.C. regarding certain U.S. federal income tax matters.
	21.1			Subsidiaries of Bank First Corporation (filed as Exhibit 21 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 26, 2019 and incorporated herein by reference).
	23.1			Consent of Barack Ferrazzano Kirschbaum & Nagelberg LLP (included in the opinions referred to in Exhibits 5.1 and 8.1 above).*
	23.2			Consent of Godfrey & Kahn, S.C. (included in the opinion referred to in Exhibit 8.2 above).
	23.3			Consent of Porter Keadle Moore, LLC (with respect to Bank First Corporation).
	24			Power of Attorney (included on the signature page hereto).*
	99.1			Consent of Vining Sparks IBG, L.P.*
	99.2			Form of Proxy of Tomah Bancshares, Inc.
	99.3			Consent of Robert W. Holmes to be named as director

By:	/s/ Kevin M. LeMahieu
	Name:	Kevin M. LeMahieu
	Title	Chief Financial Officer

Signature	Title	Date
* Michael G. Ansay	Director; Chairman of the Board of Directors	March 4, 2020
/s/ Michael B. Molepske Michael B. Molepske	Director, President and Chief Executive Officer (Principal Executive Officer)	March 4, 2020
/s/ Kevin M. LeMahieu Kevin M. LeMahieu	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 4, 2020
* Donald R. Brisch	Director	March 4, 2020
* Michael P. Demspey	Director and Executive Officer	March 4, 2020
* Robert D. Gregorski	Director	March 4, 2020
* Katherine M. Reynolds	Director	March 4, 2020
* David R. Sachse	Director	March 4, 2020
* Peter J. Van Sistine	Director	March 4, 2020

	Very truly yours,

	/s/ Barack Ferrazzano Kirschbaum & Nagelberg LLP

	BARACK FERRAZZANO KIRSCHBAUM & NAGELBERG LLP



Signature		Additional Signature (if jointly held)


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