HBT Financial, Inc. (NASDAQ: HBT) (“HBT” or “HBT Financial”), the
holding company for Heartland Bank and Trust Company (“Heartland
Bank”), and Town and Country Financial Corporation (OTC: TWCF)
(“Town and Country”), the holding company for Town and Country
Bank, today jointly announced the signing of a definitive agreement
pursuant to which HBT Financial will merge with Town and Country
Financial Corporation and Town and Country Bank.
Town and Country Bank is a community bank
serving markets in Central Illinois and St. Louis Metro East with a
relationship-based approach. Specializing in commercial banking,
Town and Country Bank had total assets of $875 million, total
loans held for investment of $624 million, and total deposits
of $744 million as of June 30, 2022. Based on the
financial results as of June 30, 2022, the combined company
would have had pro forma total assets of $5.1 billion, total
loans held for investment of $3.1 billion, and total deposits
of $4.4 billion.
Key benefits of the transaction include:
- Expands HBT Financial’s Illinois
footprint with entry into the Springfield, St. Louis Metro East,
Decatur, Jacksonville and Quincy markets
- Strong EPS accretion of 17%
expected in 2023 (excluding transaction expenses, assuming
transaction closes in first quarter of 2023)
- Short tangible book value dilution
earnback period of 2.0 years using the crossover method
The transaction has been unanimously approved by
each company’s board of directors, and stockholders collectively
holding approximately 67.1% of the outstanding shares of Town and
Country common stock have entered into a voting agreement pursuant
to which they have agreed, among other things, to vote their shares
of Town and Country common stock in favor of the transaction. The
transaction is expected to close in the first quarter of 2023,
subject to regulatory approvals and other customary closing
conditions.
Fred Drake, Chairman and CEO of HBT Financial,
said, “We are very pleased to announce our merger with Town and
Country Financial Corporation, which is a highly compatible
franchise that we have respected and admired for a long time.
Operating with a similar relationship-based approach to commercial
banking and conservative credit culture, Town and Country has built
a high-performing institution with an attractive deposit base.
Throughout our history, our disciplined approach to M&A has
helped us to consistently enhance the value of our franchise. We
believe that combining with Town and Country will help us continue
generating profitable growth and create additional value for
shareholders in the years ahead.”
Micah Bartlett, President and CEO of Town and
Country Financial Corporation, said, “The Town and Country team is
proud to have created a high-quality, high-performing financial
services company. We are excited to partner with one of Illinois’
highest-performing banking organizations to create even more
opportunities for our employees and customers. There are
significant opportunities and challenges ahead in the banking
business, and the combination of these two strong organizations
makes us better equipped to flourish in the long run.”
David Kirschner, Executive Chairman of Town and
Country Financial Corporation, added, “HBT Financial is an ideal
merger partner for Town and Country that shares our commitment to
superior customer service and supporting the communities in which
we operate, and we believe this combination will provide many
benefits for our shareholders, employees and customers. We look
forward to completing this merger and further enhancing the banking
experience that we provide our customers by leveraging the greater
resources that HBT will provide.”
Transaction Information
Under the terms of the merger agreement, Town
and Country shareholders will have the right to receive either
(i) 1.9010 shares of HBT’s common stock for each share of
Town and Country, or (ii) $35.66 per share in cash, or
(iii) a combination of cash and stock consideration, subject
to adjustment and to the election and proration provisions in the
Merger Agreement. Based upon the closing price of HBT common stock
of $18.76 on August 22, 2022, the implied per share purchase
price is $35.66 with an aggregate transaction value of
approximately $101.4 million. Upon closing of the transaction,
shareholders of Town and Country are expected to hold approximately
11% of HBT’s outstanding common stock.
The estimated transaction value represents a
1.39 multiple of Town and Country’s tangible book value as of
June 30, 2022 and an 8.9 multiple of Town and Country’s
expected earnings for 2022.
A presentation with additional information on
the transaction can be found on the Company’s investor relations
website at ir.hbtfinancial.com.
Advisors
Vedder Price P.C. served as legal counsel and
Piper Sandler & Co. served as financial advisor to HBT. Barack
Ferrazzano Kirschbaum & Nagelberg LLP served as legal counsel
and Keefe, Bruyette & Woods, A Stifel Company served as
financial advisor to Town and Country.
About HBT Financial, Inc.
HBT Financial, Inc., headquartered in
Bloomington, Illinois, is the holding company for Heartland Bank
and Trust Company, and has banking roots that can be traced back to
1920. HBT 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 and Eastern Iowa through
61 branches. As of June 30, 2022, HBT had total assets of
$4.2 billion, total loans of $2.5 billion, and total
deposits of $3.7 billion.
About Town and Country Financial
Corporation
Town and Country Financial Corporation,
headquartered in Springfield, Illinois, operates as the parent
holding company for Town and Country Bank including the Bank's
subsidiary, Town and Country Banc Mortgage Services, Inc.
(“TCBMSI”), with locations throughout the central, west-central,
and metro-east areas of Illinois. While the Company specializes in
commercial banking and mortgage lending, additional products and
services offered through its 10 branch offices include retail
banking, affordable housing finance options, Small Business
Administration 504 and 7(a) loan programs, trust and investments,
and agricultural banking. The Company, under TCBMSI, operates
Community Mortgage Partners as a third-party provider for
residential mortgages to other financial institutions throughout
the United States.
Special Note Concerning Forward-Looking
Statements
Certain statements in this news release,
including any statements regarding the expected timetable for
completion of the proposed transaction, 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 stockholders of Town and Country
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 Town and Country 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, 2021 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 Town and Country 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 Town and Country intend to file materials with the SEC,
including a Registration Statement on Form S-4 of HBT that will
include a proxy statement of Town and Country and a prospectus of
HBT. After the Registration Statement is declared effective by the
SEC, HBT and Town and Country intend to mail a definitive proxy
statement/prospectus to the stockholders of Town and Country. This
news release is not a substitute for the proxy statement/prospectus
or the Registration Statement or for any other document that HBT or
Town and Country may file with the SEC and send to Town and
Country’s stockholders in connection with the proposed transaction.
TOWN AND COUNTRY’S STOCKHOLDERS ARE URGED TO CAREFULLY AND
THOROUGHLY READ THE PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION
STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND
OTHER RELEVANT DOCUMENTS FILED BY HBT OR TOWN AND COUNTRY WITH THE
SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT HBT, TOWN AND COUNTRY, THE PROPOSED TRANSACTION,
THE RISKS RELATED THERETO AND RELATED MATTERS.
Investors will be able to obtain free copies of
the Registration Statement and proxy statement/prospectus, as each
may be amended from time to time, and other relevant documents
filed by HBT and Town and Country 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, Town and Country 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 Town and Country’s
stockholders in connection with the proposed transaction.
Information regarding the executive officers and directors of HBT
is included in its definitive proxy statement for its 2022 annual
meeting filed with the SEC on April 5, 2022. Information regarding
the executive officers and directors of Town and Country 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 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
FinancialTony RossiHBTIR@hbtbank.com(310) 622-8221
With respect to Town and Country
Financial CorporationShelly
Dowellsdowell@townandcountrybank.com(217) 321-3430
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