BLOOMINGTON, Ill. And CEDAR RAPIDS, Iowa, June 7, 2021 (GLOBE NEWSWIRE) – HBT Financial, Inc. (NASDAQ: HBT) (“HBT” or “HBT Financial”), the holding company of Heartland Bank and Trust Company (“Heartland Bank ”) and NXT Bancorporation, Inc. (“ NXT ”), the holding company of NXT Bank, today jointly announced the signing of a definitive agreement under which HBT will acquire NXT and NXT Bank. The acquisition will expand HBT’s presence in Iowa.
NXT Bank is a community bank serving East Iowa markets with a relationship-based approach. NXT Bank offers commercial, agricultural, real estate, and consumer credit, as well as a full line of custody products, and had assets of $ 241 million, $ 198 million in loans and $ 184 million as of March 31, 2021 Dollars in deposits.
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 graduation, Nathan Koch, currently President and CEO of NXT Bank, will join Heartland Bank as 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 beautiful communities in eastern Iowa and we look forward to serving the region. I think Nate and Roger Baker deserve a lot of credit for growing NXT and building a true community bank. The community banking model fits perfectly with the Heartland Bank. It should be a great combination and build on each of our strengths. “
Nathan Koch commented, “NXT Bank has an excellent banking team and we are excited to be working with Heartland Bank to provide a broader range of financial services to our business and retail customers, and to have the additional resources and expertise to run our business to expand. “.”
Roger Baker, Chairman and President of NXT added, “We believe that joining Heartland Bank is the best opportunity for the continued success of our shareholders, customers and employees. Heartland can look back on a long history of success and we look forward to joining forces. “
NXT Bank is expected to merge with Heartland Bank at a time after the NXT acquisition is complete. At the time of the bank merger, the branches of NXT Bank will become branches of Heartland Bank. Based on financial results as of March 31, 2021, the combined company would have had pro forma balance sheets of $ 4.1 billion, total loans of $ 2.5 billion, and total deposits of $ 3.5 billion.
Under the terms of the Merger Agreement, NXT shareholders have the right to receive 67,6783 common shares of HBT and $ 400.00 in cash for each common share of NXT, which is approximately 75% of the shares and 25% in cash. Based on the closing price of HBT common stock of $ 17.86 on June 4, 2021, the implied purchase price per share is $ 1,608.73 with a total transaction value of approximately $ 42.8 million. Upon completion of the transaction, NXT shareholders are expected to own approximately 6.2% of HBT’s outstanding common stock.
The estimated transaction value is 1.34 times the tangible book value of NXT as of March 31, 2021 and 18.0 times the profit of NXT for the twelve months ended March 31, 2021.
Kirkland & Ellis LLP acted as legal advisor and Piper Sandler & Co. acted as financial advisor to HBT. Vedder Price PC acted as legal advisor and DA Davidson acted as financial advisor to NXT.
About HBT Financial, Inc.
HBT Financial, Inc. is headquartered in Bloomington, Illinois and is the holding company of Heartland Bank and Trust Company. The bank provides a full range of business, commercial, asset management, and retail banking products and services to individuals, corporations, and community facilities across central and northeast 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 long-standing central Illinois company with banking roots dating back to 1920.
About the NXT Bank
NXT Bank is a privately held, locally owned commercial bank headquartered in Central City, Iowa and currently serving Eastern Iowa. NXT Bank is expected to have 4 branches with locations in Central City, Marion, Waterloo and Coralville at the time the transaction is closed. Founded in 1946 as City State Bank, the bank changed its name to NXT Bank in connection with the 2013 acquisition of five branches in eastern Iowa from another Iowa financial institution.
Special note on forward-looking statements
Certain statements in this press release regarding the Proposed Transaction, including all statements regarding the anticipated timetable for the completion, results, effects and benefits of the Proposed Transaction, future opportunities, and any other statements regarding future expectations, beliefs, plans, goals, financial conditions, assumptions, or Future events or performances that are not historical facts are “forward-looking” statements based on assumptions that are currently believed to be valid. The words “anticipate”, “believe”, “expect”, “if”, “estimate”, “will”, “potentially” and similar expressions or other words with similar meanings and their negations are used to identify forward statements. Specific forward-looking statements include statements about the completion of the proposed transaction and the expected growth opportunities from the proposed transaction. The forward-looking statements are subject to the safe haven under 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 NXT shareholders may not agree to the merger agreement; the risk that a condition for entering into the proposed transaction is not met, that one of the parties terminates the Merger Agreement, or that completion of the proposed transaction will be delayed or not completed; potential adverse reactions or changes in business or employee relationships, including those resulting from the announcement or completion of the Transaction; the diversion of administrative time on transaction-related issues; the final timing, outcome and results of the integration of NXT’s operations with those of HBT; the impact of the merger on the future financial condition, results of operations, strategy and plans of HBT; 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 the quarterly reports filed below on Form 10-Q and in other documents, HBT is filing with the Securities and Exchange Commission (“SEC”), each of which is on file with the SEC and is available on HBT’s website at https://ir.hbtfinancial.com.
All forward-looking statements are only valid as of the date of their publication and are based on information available at that time. Neither HBT nor NXT undertakes any obligation to update any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unforeseen events, except as required by federal securities laws. Because forward-looking statements involve significant risks and uncertainties, you should not place 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 from HBT (the “Registration Statement”) which will contain a joint proxy statement / prospectus from HBT and NXT. After the registration statement has been declared effective by the SEC, HBT and NXT intend to send a definitive proxy statement / prospectus to NXT shareholders. This press release is not a substitute for the joint proxy statement / prospectus or registration statement or other documents that HBT or NXT file with the SEC and send to NXT shareholders in connection with the proposed transaction. THE SHAREHOLDERS OF NXT ARE URGENTLY, CAREFULLY AND CAREFULLY READ THE JOINT AUTHORITY DECLARATION AND THE REGISTRATION / PROSPECTUS, WHICH MAY BE CHANGED OR ADDED FROM TIME TO TIME, THE HB MAY BE ADDED BY BC CONTAIN IMPORTANT INFORMATION ABOUT HBT, NXT, THE PROPOSED TRANSACTION, THE RELATED RISKS, AND RELATED MATTERS.
Investors can obtain free copies of the Registration Statement and Joint Proxy Statement / Prospectus, as amended, and other relevant documents filed by HBT and NXT with the SEC through the website (as soon as they become available). administered by the SEC at www.sec.gov. Copies of documents filed by HBT with the SEC are available free of charge on the HBT website at https://ir.hbtfinancial.com or by contacting HBT’s Investor Relations department at [email protected]
Participant in the proxy solicitation
HBT, NXT and their respective directors and some of their officers and other members of management and employees may be considered participants in the solicitation of proxies from NXT shareholders in connection with the proposed transaction under SEC rules. Information on HBT’s officers and directors is included in the final proxy statement for the 2021 Annual Meeting, filed with the SEC on April 7, 2021. Information on the officers and directors of NXT and additional information on the persons believed to be possible participants and their direct and indirect holdings, through holdings or otherwise, will be set out in the registration statement and joint proxy statement / prospectus and other materials, if filed with the SEC in connection with the proposed transaction. Free copies of these documents can be requested as described in the previous paragraphs.
No offer or solicitation
The notices in this press release do not constitute an offer to sell or a solicitation of an offer to subscribe or buy any securities, or a solicitation of a vote or approval regarding the proposed transaction or otherwise, nor will any sale or issue take place or transfer of securities in any jurisdiction where such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Regarding HBT Financial
With respect to NXT Bancorporation, Inc.