Bank First Corp S-4/A, filed Nov 10, 2022

Bank First Corp (BFC)

S-4/A 2022-11-10

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Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☒

	QUESTIONS AND ANSWERS					1
	SUMMARY					9
	SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					18
	RISK FACTORS					20
	HOMETOWN SPECIAL MEETING					28
	General					28
	Date, Time and Place of Hometown Special Meeting					28
	Matters to be Considered					28
	Proposal One: Merger Proposal					28
	Proposal Two: Adjournment Proposal					28
	Recommendation of the Hometown Board of Directors					29
	Record Date and Quorum					29
	Required Vote; Treatment of Abstentions; Broker Non-Votes and Failure to Vote					29
	Voting and Revocation of Proxies					29
	Shares Held in “Street Name”; Broker Non-Votes					30
	Shares Subject to Voting Agreement; Shares Held by Directors and Executive Officers					30
	Solicitation of Proxies; Expenses					30
	Dissenters’ Rights					31
	Attending the Hometown Special Meeting					31
	Assistance					31
	THE MERGER					32
	General					32
	Purchase Price and Purchase Price Adjustments					32
	Background of the Merger					33
	Bank First’s Reasons for the Merger					35
	Hometown’s Reasons for the Merger; Recommendation of the Hometown Board of Directors					37
	Board Composition and Management of Bank First after the Merger					39
	Interests of Hometown’s Directors and Executive Officers in the Merger					39
	Regulatory Approvals Required for the Merger					40
	Accounting Treatment					42
	Dissenters’ Rights					42
	Exchange of Shares in the Merger					46
	Listing of Bank First Common Stock					46
	THE MERGER AGREEMENT					47
	Structure of the Merger					47
	Closing and Effective Time of the Merger					47
	Organizational Documents of the Surviving Company					47
	Board Composition and Management of Surviving Company					47
	Merger Consideration					48
	Procedures for Converting Shares of Hometown Common Stock into Merger Consideration					48
	Surrender of Hometown Stock Certificates					49
	Representations and Warranties					51

	Definition of “Material Adverse Effect”					52
	Covenants and Agreements					53
	Regulatory Matters					57
	NASDAQ Listing					57
	Employee Matters					58
	Indemnification and Directors’ and Officers’ Insurance					58
	No Solicitation					59
	Other Agreements					61
	Conditions to Complete the Merger					61
	Termination of the Merger Agreement					62
	Termination Fee					63
	Effect of Termination					63
	Expenses and Fees					63
	Amendment; Waiver					64
	ANCILLARY AGREEMENTS TO THE MERGER AGREEMENT					65
	Voting Agreements					65
	Non-Competition and Non-Disclosure Agreements					66
	Claims Letters					66
	THE COMPANIES					67
	Bank First Corporation					67
	Hometown Bancorp, Ltd.					67
	SECURITY OWNERSHIP OF CERTAIN HOMETOWN BENEFICIAL OWNERS AND MANAGEMENT					71
	DESCRIPTION OF CAPITAL STOCK OF BANK FIRST					73
	COMPARISON OF SHAREHOLDERS’ RIGHTS					77
	ACCOUNTING TREATMENT					89
	MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER					89
	OTHER MATTERS					94
	LEGAL MATTERS					94
	EXPERTS					94
	WHERE YOU CAN FIND MORE INFORMATION					94
	Annex A – AGREEMENT AND PLAN OF MERGER					A-1
	Annex B – SUBCHAPTER XIII OF THE WISCONSIN BUSINESS CORPORATION LAW					B-1

	Bank First Common Stock			Implied Value of One Share of Hometown Common Stock to be Converted into Bank First Common Stock
July 22, 2022		$	75.23		$	29.81
November 9, 2022		$	89.24		$	35.36

Market Area County	Market Rank		No. of Institutions in market		Deposits in Market (in 000’s)			Market Share
Columbia County, Wisconsin		3		9		$	129,044		10.23%
Dane County, Wisconsin		27		34		$	54,344		0.23%
Fond du Lac County, Wisconsin		4		11		$	218,295		8.39%
Marquette County, Wisconsin		4		6		$	34,154		11.95%
Outagamie County, Wisconsin		20		16		$	29,390		0.64%
Waushara County, Wisconsin		2		7		$	73,790		20.73%

Market Area	Market Rank		No. of Institutions in market		Deposits in Market (in 000’s)			Market Share
Appleton, Wisconsin		13		16		$	29,390		0.83%
Cambridge, Wisconsin		1		2		$	54,344		51.72%
Fond du Lac, Wisconsin		4		9		$	127,883		7.85%
Harmony Grove, Wisconsin		3		3		$	5		0%
Neshkoro, Wisconsin		1		1		$	34,154		100.0%
Pardeeville, Wisconsin		1		2		$	51,965		53.60%
Poynette, Wisconsin		1		1		$	77,074		100.0%
Redgranite, Wisconsin		1		1		$	17,600		100.0%
St. Cloud, Wisconsin		1		1		$	90,412		100.0%
Wautoma, Wisconsin		3		4		$	56,190		24.77%

Office Location	Type of Location	Owned or Leased
4190 Boardwalk Court Appleton, WI 54914	Branch Office	Owned
221 W Main Street PO Box 48 Cambridge WI 53523	Branch Office	Owned
245 North Peters Avenue Fond du Lac, WI 54935	Branch Office	Owned
846 N. Main Street Neshkoro, WI 54960	Branch Office	Owned
512 South Main Street PO Box 398 Pardeeville WI 53954	Branch Office	Owned
105 S Main Street PO Box 67 Poynette WI 53955	Branch Office	Owned
300 E. Bannerman Avenue Redgranite, WI 54970	Branch Office	Owned
1200 Main Street St. Cloud, WI 53079	Branch Office	Owned
105 Plaza Road Wautoma, WI 54982	Branch Office	Owned

Directors, Executive Officers and 5% Shareholders	Amount and Nature of Beneficial Ownership of Common Stock(1)(2)		Ownership as % of Common Stock Outstanding(3)
Jeffrey J. Knauf		22,500(4)		*
Jeffrey Donovan		55,848(5)		1.33%
Thomas J. Gross		242,000		5.78%
Michael Stayer-Suprick		8,889(6)		*
Timothy J. McFarlane		151,571(7)		3.62%
Todd J. Lavey		583,279(8)		13.93%
Lynn M. Wehner		185,000(9)		4.42%
Ralph C. Stayer		2,102,558(10)		50.21%
All Directors and Executive Officers as a Group (8)		3,351,645		80.04%

	Rights of Bank First Shareholders (which will be the rights of shareholders of the combined company following the merger)	Rights of Hometown Shareholders
Corporate Governance	Bank First is a Wisconsin corporation. The rights of Bank First shareholders are governed by Wisconsin law, the Bank First Articles and the Bank First Bylaws.	Hometown is a Wisconsin corporation. The rights of Hometown shareholders are governed by Wisconsin law, the Hometown Articles and the Hometown Bylaws.
Authorized Capital Stock	Bank First’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 Bank First Articles authorize Bank First’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 Bank First preferred stock in each series. As of November 9, 2022, there were 9,028,991 shares of Bank First common stock outstanding and no shares of Bank First preferred stock outstanding.	Hometown is authorized to issue 13,000,000 shares, par value $0.01 per share, consisting of 10,000,000 Class A common stock, 2,000,000 Class B common stock, and 1,000,000 preferred stock. The Hometown Articles authorize Hometown’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 Hometown preferred stock in each series. As of October 31, 2022, there were 4,187,627 shares of Hometown Class A common stock issued and outstanding, no shares of Hometown Class B common stock issued and outstanding, and no

	Rights of Bank First Shareholders (which will be the rights of shareholders of the combined company following the merger)	Rights of Hometown Shareholders
		shares of Hometown preferred stock outstanding.
Preemptive Rights	The Bank First Articles provide that shareholders do not have preemptive rights.	The Hometown Articles do not provide shareholders with preemptive rights.
Voting Rights	Each holder of shares of Bank First common stock is entitled to one vote for each share held on all questions submitted to holders of shares of Bank First 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 Bank First 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.	Each share of Hometown Class A common stock has one vote for each matter submitted to a vote at a meeting of shareholders. Each share of Hometown Class B common stock is only entitled to vote on matters as required under the WBCL. 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 Hometown 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.
Cumulative Voting	Holders of shares of Bank First common stock do not have cumulative voting rights at elections of directors.	Holders of shares of Hometown Class A common stock do not have cumulative voting rights at elections of directors and the holders of Hometown Class B common stock are not entitled to vote at elections of directors.
Size of the Board of Directors	The Bank First Bylaws provide for a board of directors consisting of not less than 6 and not more than 15 directors as fixed from time to time by a resolution of Bank First’s board. Currently, there are eleven (11) directors on Bank First’s board of directors.	The Hometown Bylaws provide that the number of directors of the corporation shall be eight (8), or such other number as determined by the shareholders or board of directors from time to time. Currently, there are seven (7) directors on Hometown’s board of directors.

	Rights of Bank First Shareholders (which will be the rights of shareholders of the combined company following the merger)	Rights of Hometown Shareholders
Independent Directors	A majority of the Bank First board of directors must be comprised of independent directors as defined in the listing rules of NASDAQ.	Hometown is not subject to any requirement with respect to independent directors.
Term of Directors and Classified Board	Bank First Articles and Bank First 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 shareholders, 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.	The Hometown Bylaws provide that the directors shall be divided into three classes of not less than two nor more than three directors each, with one class to be elected annually. At each annual meeting of shareholders, 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.
Election of Directors	Bank First directors are elected by a plurality of the votes cast at an annual meeting of shareholders at which a quorum is present.	Hometown directors are elected by a majority of the votes cast at an annual of shareholders at which a quorum is present.
Removal of Directors	The Bank First 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 WBCL provides that a director may be removed from office by shareholders holding shares entitled to vote for the election of such director at a special meeting of shareholders called for such purpose at which quorum is present if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.
Filling Vacancies of Directors	The Bank First Articles and Bank First Bylaws provide that if a vacancy occurs, the remaining directors may fill such 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 Bank First Articles and Bylaws. A director elected to fill a vacancy will serve until the expiration of the term of his or her predecessor. Any	The Hometown Bylaws provide any vacancy occurring in the Board of directors may be filled only by the affirmative vote of a majority of the directors then in office, although such directors may constitute less than a quorum, or by the shareholders. If the vacant office was created by removal of a director by vote of the shareholders, the shareholders shall have the right to fill such vacancy.

	Rights of Bank First Shareholders (which will be the rights of shareholders of the combined company following the merger)	Rights of Hometown Shareholders
	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.
Director Qualifications	Bank First 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 to the first annual meeting following such birthday, at which point his or her term will end.	Hometown’s Bylaws provide that to be eligible for nomination as a director, an individual must either (i) own at least 1,000 shares of Hometown common stock, or (ii) enter into a binding agreement to purchase at least 1,000 shares of Hometown common stock on or before the expiration of such individual’s prospective term as a director.
Amendments to Articles	The Bank First Articles provide that the board of directors may amend the Articles without shareholder approval pursuant to Section 180.1002 of the WBCL. Except as provided in Section 180.1002 of the WBCL, the Bank First Articles can only be amended by an affirmative vote of the holders of 66-2/3% of all outstanding 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 Bank First 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	The Hometown Articles may be amended in accordance with the WBCL, which generally requires the approval of the Hometown board of directors and the holders of a majority of the votes entitled to be cast on the amendment.

	Rights of Bank First Shareholders (which will be the rights of shareholders of the combined company following the merger)	Rights of Hometown Shareholders
	shareholders of the notice of the meeting at which the shareholders’ vote on such matter is held. The Bank First Articles provide that if a vote to amend the Bank First Articles requires the vote of one or more class of outstanding shares, voting separately as a class, then the 66-2/3%, 80% or majority vote required by the Bank First Articles shall also apply to each such class, voting separately as a class.
Bylaw Amendments	The Bank First Bylaws may be amended, altered or repealed and new bylaws may be adopted by the Bank First 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 Bank First Bylaws provide that any action taken or authorized by the shareholders or by the board of directors, which would be inconsistent with the Bank First Bylaws then in effect but is taken or authorized by an affirmative vote of not less than the number of shares or the number of directors required to amend the Bank First Bylaws so that the bylaws would be consistent with such action, shall be given the same effect as though the bylaws had been temporarily amended or suspended, but only so far as is necessary to permit the specific action so taken or authorized.	The Hometown Bylaws may be amended, altered or repealed and new bylaws may be adopted by the Hometown board of directors with an affirmative vote of at least two-thirds of directors. The shareholders may alter, amend or repeal the Hometown Bylaws or adopt a new bylaw by the affirmative vote of a majority of shares of outstanding, even though the bylaws may also be amended or repealed by the board of directors.
Merger, Consolidations or Sales of Substantially All Assets; Anti-Takeover Provisions	Bank First 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 Bank First to or with one or more other	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 a corporation’s shareholders for approval by each voting group entitled to vote

	Rights of Bank First Shareholders (which will be the rights of shareholders of the combined company following the merger)	Rights of Hometown Shareholders
	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. However, if a transaction referenced above is approved by a majority of the board of directors prior to the mailing of the notice of the meeting at which the shareholders’ vote on such matter is to be held, then an affirmative vote of a majority of the outstanding shares of capital stock entitled to vote on the matter shall be sufficient to approve such transaction. If the WBCL or the Bank First 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.	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	Bank First 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 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.	The Hometown Bylaws provide that the annual meeting of shareholders of Hometown will be held on the third Monday in June of each year, or at such other time as determined by the board of directors. If the election of directors shall not be held on the day designated for the annual meeting, the board of directors will cause the election to be held at a special meeting of the shareholders as soon thereafter as is convenient.
Special Meetings of the Shareholders	Under the Bank First Bylaws, special meetings of the shareholders may be called by the Chairman of the board of directors or the Corporate Secretary, upon written request of a majority of the board of directors then in office.	The Hometown Bylaws provide that special meetings of the shareholders may be called for any purpose or purposes, unless otherwise prescribed by the WBCL, by the Board of directors, the President, or by the person designated in the written demand by holders of at least 10% of all of the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting. The corporation

	Rights of Bank First Shareholders (which will be the rights of shareholders of the combined company following the merger)	Rights of Hometown Shareholders
		shall give notice of such a special meeting not less than 10 nor more than 50 days before the date of the meeting, unless otherwise prescribed by the WBCL.
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 Bank First. 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 Bank First Bylaws set forth advance procedures for proposal by a shareholder of business to be transacted at an annual or special meeting. The Bank First 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 Bank First’s Corporate Secretary in compliance with the advance notice and eligibility requirements contained in the Bank First Bylaws. To be timely, a shareholder notice must be provided to the Corporate Secretary at the principal executive offices of Bank First; (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	Rule 14a-8 of the Exchange Act does not apply to Hometown. Under the Hometown Bylaws, a shareholder nomination or proposal for the annual meeting must be received by the Secretary of Hometown not earlier than 90 days and not later than 60 days prior to the date of the previous year’s annual meeting, or if no annual meeting was held in the previous year, the 10th day following the day on which notice of the annual meeting was mailed by Hometown to the shareholders. The notice must contain the detailed information specified in the Hometown 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 disregarded by the Chairman of the meeting.

	Sincerely,

	Alston & Bird LLP

	By:	/s/ Mark C. Kanaly
		Mark C. Kanaly
		A Partner

	Rights of Bank First Shareholders (which will be the rights of shareholders of the combined company following the merger)	Rights of Hometown Shareholders
	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 Bank First), 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 Bank First 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.
Notice of Shareholder Meetings	Bank First 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	Hometown must give written, electronic transmission, or printed notice, or if such forms of personal notice are impracticable, public notice stating the date, time and place of any meeting of shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less

	Rights of Bank First Shareholders (which will be the rights of shareholders of the combined company following the merger)	Rights of Hometown Shareholders
	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.	than 10 days nor more than 50 days before the date of the meeting (unless a different time is provided by the WBCL), by or at the direction of the President, the Board of Directors or the Secretary or other officer calling the meeting, to each shareholder of record entitled to vote at such meeting.
Liability and Indemnification of Directors and Officers	Bank First Articles and Bank First Bylaws provide that Bank First 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 Bank First or of any of its subsidiaries, or who at the request of Bank First 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 Bank First 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 Bank First 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, Bank First 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 Bank First, unless liability was incurred because the director or officer breached or failed to perform a duty that he or she	The WBCL provides that Hometown 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 Hometown against reasonable expenses incurred by him or her in connection with the proceeding.

				Rights of Bank First Shareholders (which will be the rights of shareholders of the combined company following the merger)			Rights of Hometown Shareholders
				owes to Bank First and the breach or failure to perform constitutes any of the following: (1) a willful failure to deal fairly with Bank First 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 Bank First 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 Bank First, 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.

	Rights of Bank First Shareholders (which will be the rights of shareholders of the combined company following the merger)	Rights of Hometown Shareholders
Limitation of Director Liability	The Bank First 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; (a) 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, (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 profit, or (d) 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 WBCL states that a director is not liable to the corporation, its shareholders, or any person asserting rights on behalf of the corporation, or its shareholders, for damages, settlements, fees fines, penalties, or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as director, unless the person asserting liability proves that the breach or failure to perform constitutes either; (a) a willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director has a material conflict of interest, (b) a violation of criminal law, unless the director 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, (c) a transaction from which the director derived an improper personal profit, or (d) willful misconduct.
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 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	The provisions of the WBCL are also applicable to Hometown and its shareholders.

	Rights of Bank First Shareholders (which will be the rights of shareholders of the combined company following the merger)	Rights of Hometown Shareholders
	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 Hometown and its shareholders. Hometown shareholders are entitled to dissenters’ rights.

	Section 1.01 The Merger					A-1
	Section 1.02 Articles of Incorporation and Bylaws; Officers and Directors					A-1
	Section 1.03 Bank Merger					A-2
	Section 1.04 Effective Time; Closing					A-2
	Section 1.05 Additional Actions					A-2
	Section 1.06 Reservation of Right to Revise Structure					A-3
	ARTICLE II MERGER CONSIDERATION; EXCHANGE PROCEDURES
	Section 2.01 Merger Consideration					A-3
	Section 2.02 Adjustment of Merger Consideration for Equity Capital					A-4
	Section 2.03 Election Procedures					A-5
	Section 2.04 Proration					A-6
	Section 2.05 Rights as Shareholders; Stock Transfers					A-7
	Section 2.06 Fractional Shares					A-7
	Section 2.07 Plan of Reorganization					A-7
	Section 2.08 Exchange Procedures					A-7
	Section 2.09 Deposit and Delivery of Merger Consideration					A-7
	Section 2.10 Rights of Certificate Holders after the Effective Time					A-8
	Section 2.11 Anti-Dilution Provisions					A-9
	ARTICLE III REPRESENTATIONS AND WARRANTIES OF HTB
	Section 3.01 Organization and Standing					A-9
	Section 3.02 Capital Stock					A-9
	Section 3.03 Subsidiaries					A-10
	Section 3.04 Corporate Power; Minute Books					A-11
	Section 3.05 Corporate Authority					A-11
	Section 3.06 Regulatory Approvals; No Defaults					A-11
	Section 3.07 Financial Statements; Internal Controls					A-12
	Section 3.08 Regulatory Reports					A-13
	Section 3.09 Absence of Certain Changes or Events					A-13
	Section 3.10 Legal Proceedings					A-14
	Section 3.11 Compliance with Laws					A-14
	Section 3.12 HTB Material Contracts; Defaults					A-15
	Section 3.13 Agreements with Regulatory Agencies					A-15
	Section 3.14 Brokers; Fairness Opinion					A-16
	Section 3.15 Employee Benefit Plans					A-16
	Section 3.16 Labor Matters					A-18
	Section 3.17 Environmental Matters					A-18

	Section 3.18 Tax Matters					A-19
	Section 3.19 Investment Securities					A-20
	Section 3.20 Derivative Transactions					A-20
	Section 3.21 Regulatory Capitalization					A-21
	Section 3.22 Loans; Nonperforming and Classified Assets					A-21
	Section 3.23 Allowance for Loan and Lease Losses					A-22
	Section 3.24 Trust Business; Administration of Fiduciary Accounts					A-22
	Section 3.25 Investment Management and Related Activities					A-22
	Section 3.26 Repurchase Agreements					A-22
	Section 3.27 Deposit Insurance					A-22
	Section 3.28 Community Reinvestment Act, Anti-money Laundering and Customer Information Security					A-23
	Section 3.29 Transactions with Affiliates					A-23
	Section 3.30 Tangible Properties and Assets					A-23
	Section 3.31 Intellectual Property					A-24
	Section 3.32 Insurance					A-24
	Section 3.33 Antitakeover Provisions					A-25
	Section 3.34 HTB Information					A-25
	Section 3.35 Transaction Costs					A-25
	Section 3.36 Bank Holding Company					A-25
	Section 3.37 CARES Act and PPP Compliance					A-25
	Section 3.38 No Other Representations or Warranties					A-25
	ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BFC
	Section 4.01 Organization and Standing					A-26
	Section 4.02 Capital Stock					A-26
	Section 4.03 Corporate Power					A-26
	Section 4.04 Corporate Authority					A-26
	Section 4.05 SEC Documents; Financial Statements					A-27
	Section 4.06 Regulatory Reports					A-27
	Section 4.07 Regulatory Approvals; No Defaults					A-28
	Section 4.08 BFC Information					A-28
	Section 4.09 Absence of Certain Changes or Events					A-29
	Section 4.10 Compliance with Laws					A-29
	Section 4.11 BFC Regulatory Matters					A-29
	Section 4.12 Brokers					A-30
	Section 4.13 Legal Proceedings					A-30
	Section 4.14 Tax Matters					A-30
	Section 4.15 Regulatory Capitalization					A-31
	Section 4.16 Community Reinvestment Act, Anti-money Laundering and Customer Information Security					A-31
	Section 4.17 Sufficient Capital					A-31
	Section 4.18 No Other Representations or Warranties					A-31

	ARTICLE V COVENANTS
	Section 5.01 Covenants of HTB					A-31
	Section 5.02 Covenants of BFC					A-35
	Section 5.03 Commercially Reasonable Efforts					A-36
	Section 5.04 HTB Shareholder Approval					A-36
	Section 5.05 Registration Statement; Proxy Statement-Prospectus; NASDAQ Listing					A-36
	Section 5.06 Regulatory Filings; Consents					A-37
	Section 5.07 Publicity					A-38
	Section 5.08 Access; Current Information					A-38
	Section 5.09 No Solicitation by HTB; Superior Proposals					A-39
	Section 5.10 Indemnification					A-42
	Section 5.11 Employees; Benefit Plans					A-43
	Section 5.12 Notification of Certain Changes					A-44
	Section 5.13 Transition; Informational Systems Conversion					A-44
	Section 5.14 Termination of Contracts					A-44
	Section 5.15 No Control of Other Party’s Business					A-45
	Section 5.16 Certain Litigation					A-45
	Section 5.17 Director Resignations					A-45
	Section 5.18 Non-Competition and Non-Disclosure Agreement					A-45
	Section 5.19 Claims Letters					A-45
	Section 5.20 Corporate Governance					A-45
	Section 5.21 Trust Preferred Securities					A-46
	Section 5.22 Coordination					A-46
	Section 5.23 Transactional Expenses					A-46
	Section 5.24 Confidentiality					A-47
	Section 5.25 Termination and Conversion Costs					A-47
	Section 5.26 Tax Matters					A-47
	Section 5.27 HTB Investor Agreements					A-47
	Section 5.28 Dissolution of Non-Bank Subsidiaries					A-47
	Section 5.29 Outstanding Indebtedness					A-47
	ARTICLE VI CONDITIONS TO CONSUMMATION OF THE MERGER
	Section 6.01 Conditions to Obligations of the Parties to Effect the Merger					A-48
	Section 6.02 Conditions to Obligations of HTB					A-48
	Section 6.03 Conditions to Obligations of BFC					A-49
	Section 6.04 Frustration of Closing Conditions					A-50
	ARTICLE VII TERMINATION
	Section 7.01 Termination					A-50
	Section 7.02 Termination Fee					A-52

	Section 7.03 Effect of Termination					A-53
	Section 7.04 Attorneys’ Fees					A-53
	ARTICLE VIII DEFINITIONS
	Section 8.01 Definitions					A-53
	ARTICLE IX MISCELLANEOUS
	Section 9.01 Survival					A-62
	Section 9.02 Waiver; Amendment					A-62
	Section 9.03 Governing Law; Jurisdiction; Waiver of Right to Trial by Jury					A-62
	Section 9.04 Expenses					A-62
	Section 9.05 Notices					A-63
	Section 9.06 Entire Understanding; No Third Party Beneficiaries					A-63
	Section 9.07 Severability					A-63
	Section 9.08 Enforcement of the Agreement					A-64
	Section 9.09 Interpretation					A-64
	Section 9.10 Assignment					A-65
	Section 9.11 Counterparts					A-65

	Exhibit A – Form of HTB Voting Agreement
	Exhibit B – Form of Bank Plan of Merger and Merger Agreement
	Exhibit C – Form of Director Non-Competition and Non-Disclosure Agreement
	Exhibit D – Form of Claims Letter

Exhibit No.			Description
2.1			Agreement and Plan of Merger, dated July 25, 2022, by and between Bank First Corporation and Hometown Bancorp, Ltd. (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 Bank First’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 Bank First’s Current Report on 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 Bank First’s Current Report on 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 Bank First’s Registration Statement on Form 10-12B (File No. 001-38676) filed with the SEC on September 24, 2018 and incorporated herein by reference).
4.2			Description of Registered Securities (filed as Exhibit 4.2 to Bank First’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 16, 2022 and incorporated herein by reference).
5.1			Opinion of Alston & Bird LLP regarding the legality of the securities being registered.
8.1			Opinion of Alston & Bird LLP regarding certain U.S. federal income tax matters.
8.2			Opinion of Reinhart Boerner Van Deuren s.c. regarding certain U.S. federal income tax matters.
21.1			Subsidiaries of Bank First Corporation (filed as Exhibit 21 to Bank First’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 16, 2022 and incorporated herein by reference).
23.1			Consent of FORVIS, LLP (formerly, Dixon Hughes Goodman LLP) (with respect to Bank First Corporation).
23.2			Consent of Plante & Moran, PLLC (with respect to Denmark Bancshares, Inc.).
23.3			Consent of Alston & Bird LLP (included in the opinions referred to in Exhibits 5.1 and 8.1 above).
23.4			Consent of Reinhart Boerner Van Deuren s.c. (included in the opinion referred to in Exhibit 8.2 above).
24			Power of Attorney (included on the signature page hereto).*
99.1			Form of Proxy of Hometown Bancorp, Ltd.
99.2			Consent of Timothy J. McFarlane pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended.*
107			Filing Fee Table as filed on September 26, 2022, as EX-FILING FEES*

Signature	Title	Date
/s/ Michael B. Molepske Michael B. Molepske	Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)	November 10, 2022
/s/ Kevin M. LeMahieu Kevin M. LeMahieu	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	November 10, 2022
* Michael G. Ansay	Director	November 10, 2022
* Mary-Kay H. Bourbulas	Director	November 10, 2022
* Robert D. Gregorski	Director	November 10, 2022
* Judy L. Heun	Director	November 10, 2022
* Robert W. Holmes	Director	November 10, 2022


Signature		Additional Signature (if jointly held)


Please Print Name		Please Print Name