HBT Financial, Inc. (NASDAQ:HBT) (“HBT” or “HBT Financial”), the
holding company for Heartland Bank and Trust Company (“Heartland
Bank”), and NXT Bancorporation, Inc. (“NXT”), the holding company
for NXT Bank, today jointly announced the signing of a definitive
agreement pursuant to which HBT will acquire NXT and NXT Bank. The
acquisition will expand HBT’s footprint into Iowa.
NXT Bank is a community bank serving markets in
Eastern Iowa with a relationship-based approach. Offering
commercial, agricultural, real estate and consumer loans along with
a full range of depository products, NXT Bank had $241 million
in assets, $198 million in loans, and $184 million in
deposits as of March 31, 2021.
The transaction has been unanimously approved by
each company’s board of directors and is expected to close in the
fourth quarter of 2021. It is subject to NXT shareholder approval,
regulatory approvals, and other customary closing conditions. Upon
closing, Nathan Koch, currently NXT Bank’s President and CEO, will
join Heartland Bank as the Iowa Market President.
Fred Drake, Chairman and CEO of HBT Financial,
said, “Nate Koch has done an excellent job as president of NXT
Bank. We look forward to working with him and the NXT team to make
this merger a success. NXT is located in very nice communities in
Eastern Iowa, and we are excited about serving the area. I think
Nate and Roger Baker deserve a lot of credit for growing NXT and
building a true community bank. The community bank model fits
perfectly with Heartland Bank. It should be a great combination and
build on each of our strengths.”
Nathan Koch commented, “NXT Bank has an
outstanding team of bankers, and we’re excited to join with
Heartland Bank to bring a broader line of financial services to our
commercial and retail customers and to have the additional
resources and expertise to expand our business.”
Roger Baker, Chairman and president of NXT,
added “We believe that joining Heartland Bank provides the best
opportunity for the continued success of our shareholders, clients,
and employees. Heartland has a long history of demonstrated success
and we couldn’t be more pleased to join forces.”
It is anticipated NXT Bank will be merged with
and into Heartland Bank at a date following the completion of the
acquisition of NXT. At the time of the bank merger, NXT Bank
branches will become branches of Heartland Bank. Based on the
financial results as of March 31, 2021, the combined company
would have had pro forma total assets of $4.1 billion, total
loans of $2.5 billion, and total deposits of
$3.5 billion.
Transaction Information
Under the terms of the merger agreement, NXT’s
shareholders will have the right to receive 67.6783 shares of HBT’s
common stock and $400.00 in cash for each share of common stock of
NXT, representing approximately 75% stock and 25% cash
consideration. Based upon the closing price of HBT common stock of
$17.86 on June 4, 2021, the implied per share purchase price
is $1,608.73 with an aggregate transaction value of approximately
$42.8 million. Upon closing of the transaction, shareholders
of NXT are expected to hold approximately 6.2% of HBT’s outstanding
common stock.
The estimated transaction value represents a
1.34 multiple of NXT’s tangible book value as of March 31,
2021 and an 18.0 multiple of NXT’s earnings for the twelve months
ended March 31, 2021.
Advisors
Kirkland & Ellis LLP served as legal counsel
and Piper Sandler & Co. served as financial advisor to HBT.
Vedder Price P.C. served as legal counsel and D.A. Davidson served
as financial advisor to NXT.
About HBT Financial, Inc.
HBT Financial, Inc. is headquartered in
Bloomington, Illinois and is the holding company for Heartland Bank
and Trust Company. The bank provides a comprehensive suite of
business, commercial, wealth management, and retail banking
products and services to individuals, businesses, and municipal
entities throughout Central and Northeastern Illinois through 62
branches. As of March 31, 2021, HBT had total assets of
$3.9 billion, total loans of $2.3 billion, and total
deposits of $3.4 billion. HBT is a longstanding Central
Illinois company, with banking roots that can be traced back to
1920.
About NXT Bank
NXT Bank is a privately held, locally owned and
operated commercial bank headquartered in Central City, Iowa and
currently serves Eastern Iowa. NXT Bank is anticipated to have 4
branches at the time of transaction closing, with locations in
Central City, Marion, Waterloo, and Coralville. Established in 1946
as City State Bank, the Bank changed its name to NXT Bank in
connection with the Bank's acquisition of five Eastern Iowa
branches in 2013 from another Iowa financial institution.
Special Note Concerning Forward-Looking
Statements
Certain statements in this news release
concerning the proposed transaction, including any statements
regarding the expected timetable for completion, the results,
effects and benefits of the proposed transaction, future
opportunities and any other statements regarding future
expectations, beliefs, plans, objectives, financial conditions,
assumptions or future events or performance that are not historical
facts are "forward-looking" statements based on assumptions
currently believed to be valid. The words "anticipate," "believe,"
"expect," "if," "estimate," "will," "potential," and similar
expressions or other words of similar meaning, and the negatives
thereof, are intended to identify forward-looking statements.
Specific forward-looking statements include statements regarding
the completion of the proposed transaction and the anticipated
growth opportunities from the proposed transaction. The
forward-looking statements are intended to be subject to the safe
harbor provided by Section 27A of the Securities Act of 1933,
Section 21E of the Securities Exchange Act of 1934 and the Private
Securities Litigation Reform Act of 1995.
These forward-looking statements involve
significant risks and uncertainties that could cause actual results
to differ materially from those anticipated, including, but not
limited to, the possibility that shareholders of NXT may not
approve the merger agreement; the risk that a condition to closing
of the proposed transaction may not be satisfied, that either party
may terminate the merger agreement or that the closing of the
proposed transaction might be delayed or not occur at all;
potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the transaction; the diversion of management time on
transaction-related issues; the ultimate timing, outcome and
results of integrating the operations of NXT into those of HBT; the
effects of the merger in HBT’s future financial condition, results
of operations, strategy and plans; and regulatory approvals of the
transaction.
Additional factors that could cause results to
differ materially from those described above can be found in HBT’s
Annual Report on Form 10-K for the year ended December 31, 2020 and
in its subsequently filed Quarterly Reports on Form 10-Q, and in
other documents HBT files with the Securities and Exchange
Commission ("SEC"), each of which is on file with the SEC and
available from HBT’s website at https://ir.hbtfinancial.com.
All forward-looking statements speak only as of
the date they are made and are based on information available at
that time. Neither HBT nor NXT assumes any obligation to update
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required
by federal securities laws. As forward-looking statements involve
significant risks and uncertainties, caution should be exercised
against placing undue reliance on such statements.
Important Information and Where to Find
It
In connection with the proposed transaction, HBT
and NXT intend to file materials with the SEC, including a
Registration Statement on Form S-4 of HBT (the "Registration
Statement") that will include a joint proxy statement/prospectus of
HBT and NXT. After the Registration Statement is declared effective
by the SEC, HBT and NXT intend to mail a definitive proxy
statement/prospectus to the shareholders of NXT. This news release
is not a substitute for the joint proxy statement/prospectus or the
Registration Statement or for any other document that HBT or NXT
may file with the SEC and send to NXT’s shareholders in connection
with the proposed transaction. NXT’S SHAREHOLDERS ARE URGED TO
CAREFULLY AND THOROUGHLY READ THE JOINT PROXY STATEMENT AND THE
REGISTRATION STATEMENT/PROSPECTUS, AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED
BY HBT OR NXT WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT HBT, NXT, THE PROPOSED
TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.
Investors will be able to obtain free copies of
the Registration Statement and joint proxy statement/prospectus, as
each may be amended from time to time, and other relevant documents
filed by HBT and NXT with the SEC (when they become available)
through the website maintained by the SEC at www.sec.gov. Copies of
documents filed with the SEC by HBT will be available free of
charge from HBT’s website at https://ir.hbtfinancial.com or by
contacting HBT’s Investor Relations Department at
HBTIR@hbtbank.com.
Participants in the Proxy
Solicitation
HBT, NXT and their respective directors and
certain of their executive officers and other members of management
and employees may be deemed, under SEC rules, to be participants in
the solicitation of proxies from NXT’s shareholders in connection
with the proposed transaction. Information regarding the executive
officers and directors of HBT is included in its definitive proxy
statement for its 2021 annual meeting filed with the SEC on April
7, 2021. Information regarding the executive officers and directors
of NXT and additional information regarding the persons who may be
deemed participants and their direct and indirect interests, by
security holdings or otherwise, will be set forth in the
Registration Statement and joint proxy statement/prospectus and
other materials when they are filed with the SEC in connection with
the proposed transaction. Free copies of these documents may be
obtained as described in the paragraphs above.
No Offer or Solicitation
Communications in this news release do not
constitute an offer to sell or the solicitation of an offer to
subscribe for or buy any securities or a solicitation of any vote
or approval with respect to the proposed transaction or otherwise,
nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
CONTACTS:
With respect to HBT
FinancialMatthew KeatingHBTIR@hbtbank.com(310)
622-8230
With respect to NXT Bancorporation,
Inc.Nathan Kochnkoch@nxtbank.net(319) 688-6208
HBT Financial (NASDAQ:HBT)
Historical Stock Chart
From May 2024 to Jun 2024
HBT Financial (NASDAQ:HBT)
Historical Stock Chart
From Jun 2023 to Jun 2024