Delaware |
(State or other jurisdiction of incorporation or organization) |
6022 |
(Primary Standard Industrial Classification Code Number |
42-1405748 |
(I.R.S. Employer Identification No.) |
1398 Central Avenue Dubuque, Iowa 52001 (563) 589-2100 |
(Address, including zip code, and telephone number, including area code, of |
Bryan R. McKeag Executive Vice President and Chief Financial Officer Heartland Financial USA, Inc. 1398 Central Avenue Dubuque, Iowa 52001 (563) 589-2100 |
(Name, address, including zip code, and telephone number, including area code, of agent for service) |
Jay L. Swanson | | Lowell W. Harrison | |
John Marsalek | | Jeremy S. Lemmon | |
Dorsey & Whitney LLP | | Fenimore, Kay, Harrison & | |
50 South Sixth Street, Suite 1500 | | 812 San Antonio Street, Suite | |
Minneapolis, Minnesota 55402 | | Austin, Texas 78701 | |
(612) 340-2600 | |||
| (512) 583-5905 |
Large accelerated filer | | | ☒ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☐ (do not check if smaller reporting company) | | | Smaller reporting company | | | ☐ |
| | | | Emerging growth company | | | ☐ |
Title of Each Class of Securities to be Registered | | | Amount to be Registered | | | Proposed Maximum Offering Price per Unit | | | Proposed Maximum Aggregate Offering Price | | | Amount of Registration Fee | |
Common Stock, $1.00 par value | | | | N/A | | | $ | | | $ |
(1) | Represents the maximum number of shares to be issued pursuant to the |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f)(2) and (f)(3) of Regulation C under the Securities Act of 1933, as amended, and computed by multiplying |
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| Sincerely, | ||
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| | /s/ Scott L. Wade | |
| | Scott L. Wade Chairman of the Board and Chief Executive Officer |
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| Sincerely, | ||
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| | /s/ Jeremy Ferrell | |
| | Jeremy Ferrell Secretary |
Q: | What |
A: | |
Heartland and AIM entered into an Agreement and Plan of |
Q: | |
A: | Heartland and AIM are delivering this proxy statement/prospectus to you for two purposes. First, AIM has called the annual meeting to approve the merger proposal and to elect four directors of AIM. This document contains notice of the annual meeting and serves as a proxy statement for the annual meeting, which describes the proposals to be presented at the annual meeting. Second, this document is a prospectus that is being delivered to AIM shareholders because Heartland is offering shares of its common stock to AIM shareholders in connection with the merger. This proxy statement/prospectus contains important information about the merger, the proposals being voted on at the annual meeting and an investment in Heartland common stock. You should read the proxy statement/prospectus carefully and in its entirety. The enclosed proxy card provides instructions to you on how to vote your shares of AIM common stock without attending the annual meeting. Your vote is important, and AIM encourages you to submit your vote as soon as possible. |
Q: | When and where is the annual meeting? |
A: |
Q: | What are AIM shareholders being asked to vote on at the annual meeting? |
A: | AIM is soliciting proxies from its shareholders with respect to the following matters: |
Q: | If the AIM shareholders are being asked to vote on the merger proposal, what is the purpose of electing AIM directors at the annual meeting? |
A: | The bylaws of AIM require that AIM hold an annual meeting of shareholders each year and that AIM directors be elected at each such annual shareholder meeting. In the event the holders of AIM common stock do not approve the merger proposal at the annual meeting, AIM will not be required to hold an additional meeting of shareholders to elect directors because the directors will already have been elected. |
Q: | What will AIM shareholders be entitled to receive in the merger? |
A: | If the merger |
Q: | What is the value of the merger consideration? |
A: | Between the date of this proxy statement/prospectus and the completion of the merger, the value of the merger consideration will fluctuate based on the market price of Heartland common stock |
Q: | What |
A: | At the effective time of the merger, each option to purchase shares of |
Q: | |
A: | |
Q: | |
A: | The AIM board of directors has fixed , 2020 as the record date for the annual meeting. Accordingly, if you were a record shareholder of AIM common stock at the close of business on such date, you are entitled to notice of and to vote at the annual meeting. As of , 2020, there were shares of AIM common stock issued and outstanding and held of record by shareholders. |
Q: | What constitutes a quorum for the annual meeting? |
A: |
Q: | What is the vote required to approve each proposal at the annual meeting? |
A: | The affirmative vote of at least two-thirds of the issued and outstanding shares of AIM common stock is required to approve the merger proposal. If you mark “ABSTAIN” on your proxy card, fail to vote by proxy or in person at the annual meeting or fail to submit valid proxy instructions to your broker, bank or other nominee with respect to the merger proposal, it will have the |
Q: | How does the |
A: | The AIM directors unanimously recommend that you |
Q: | What do I need to do now? |
A: | After you have carefully read this proxy statement/prospectus |
Q: | Can I attend the annual meeting and vote my shares in person? |
A: | Yes. All shareholders of AIM are invited to attend and vote at the annual meeting, and voting by proxy will not affect your ability to attend the meeting and vote in person. However, voting by proxy will enable AIM to ensure the presence of a quorum to conduct business at the annual meeting in the event that you intend, but are unable, to attend the annual meeting. Accordingly, AIM encourages you to vote by proxy, even if you expect to attend the annual meeting in person. |
Q: | Can I change my vote? |
A: | Yes. You may change your vote at any time before the vote is taken at the annual meeting by (a) sending a written notice to the Secretary of AIM stating that you are revoking your vote, (b) completing and submitting a new proxy card bearing a later date, which form is actually received by the Secretary prior to the vote at the annual meeting, or (c) attending the annual meeting and voting in person (although your presence at the meeting, without voting, will not automatically revoke your proxy). |
Q: | How do I vote if I own shares through the AIM Bancshares, Inc. Employee Stock Ownership Plan (with 401(k) provisions)? |
A: | If you hold shares of AIM common stock beneficially through the AIM Bancshares, Inc. Employee Stock Ownership Plan (with 401(k) provisions) (the “KSOP”), you will receive separate voting instructions from the trustees who administer the KSOP. If you follow those instructions, you will be able to direct the trustees with respect to the manner in which you would like your shares |
Q: | |
A: | |
Q: | |
A: | Yes. |
Q: | If certain AIM shareholders have entered into a shareholder voting agreement, why is my vote important? |
A: | The percentage of shares of AIM common stock held AIM shareholders who have signed a shareholder voting agreement is insufficient to approve the merger proposal. |
Q: | Will AIM be required to submit the merger proposal to its shareholders at the annual meeting even if AIM's board of directors has withdrawn, modified or qualified its recommendation regarding the merger proposal? |
A: | Yes. Unless the merger agreement is terminated before the AIM annual meeting, AIM is required to submit the merger proposal to its shareholders even if AIM's board of directors has withdrawn, modified or qualified its recommendation. |
Q: | Should I |
A: | |
No. Please do |
Q: | |
A: | Heartland and AIM currently expect to complete the merger in the third quarter of 2020. However, neither Heartland nor AIM can assure you of when or if the merger will be completed. Before the merger is completed, AIM must obtain the approval of its shareholders for the merger proposal, necessary regulatory approvals must be obtained and certain other closing conditions must be satisfied. |
Q: | What happens if the merger is not completed? |
A: | If the merger is not completed, holders of AIM common stock will not receive any consideration for their shares of AIM common stock that otherwise would have been received in connection with the merger. Instead, AIM will remain an independent private company. |
Q: | How is the deterioration in general business and economic conditions caused by the COVID-19 pandemic affecting the businesses, results of operations, financial conditions, liquidity and prospects of Heartland and AIM, and how are Heartland and AIM responding to this crisis? |
A: | The COVID-19 pandemic is severely effecting Heartland and AIM and their customers, counterparties, employees and third-party providers. The severity of the pandemic, its duration and extent of its impact on Heartland's and AIM's businesses, results of operations, financial positions, liquidity and prospects remains uncertain. The deterioration in general business and economic conditions and turbulence in the domestic and global financial markets caused by COVID-19 have negatively affected Heartland's and AIM's net income, total equity and book value per common share, and continued economic deterioration could adversely affect the value of each company's assets and liabilities, reduce the availability of funding to Heartland and AIM and lead to a tightening of credit. In addition, continued economic disruption could further decrease the price of shares of Heartland common stock and increase stock price volatility. Some economists and investment banks believe that a prolonged recession or depression may result from the continued spread of COVID-19 and its economic consequences. For more information, see sections titled “Risk Factors—COVID-19 Pandemic,” “Information about AIM—Effect of and Response to COVID-19,” and “Information about Heartland—Effect of and Response to COVID-19.” |
Q: | Where can I find information about Heartland and AIM? |
A: | You can find more information about Heartland in the section titled “Information About Heartland” and from the various sources described under “Where You Can Find More Information.” You can find more information about AIM in the section titled “Information About AIM.” |
Q: | Whom should I call with questions? |
A: | If you have any questions about the merger, |
• | the ratio of the Heartland closing date stock VWAP to the initial Heartland stock price is less than the ratio of the average of the daily closing value of the KBW NASDAQ Regional Banking Index (^KRX) (the “index”) for the 15 consecutive trading days ending on and including the trading day immediately preceding the 10th day prior to the determination date, to the closing value of the index on the trading day immediately prior to the date of the merger agreement (the “index ratio”), after subtracting 0.150 from the index ratio. |
| | As of and for the Three Months Ended March 31, 2020 | | | As of and for the Year Ended December 31, 2019 | |||||||||||||||||||
| | Heartland | | | AIM | | | Pro Forma Combined | | | Equivalent Pro Forma(1)(2) | | | Heartland | | | AIM | | | Proforma Combined | | | Equivalent Pro Forma(1)(2) | |
Net income per share | | | | | | | | | | | | | | | | | ||||||||
Basic | | | $0.54 | | | $420.36 | | | $0.72 | | | $149.04 | | | $4.14 | | | $846.83 | | | $4.14 | | | $856.98 |
Diluted | | | $0.54 | | | $405.37 | | | $0.72 | | | $149.04 | | | $4.14 | | | $819.30 | | | $4.11 | | | $850.77 |
Dividends per common share | | | $0.20 | | | $—(1) | | | $0.20 | | | $41.40 | | | $0.68 | | | $—(1) | | | $0.68 | | | $140.76 |
Book value per common share(2) | | | $42.21 | | | $6,779.50 | | | $41.06 | | | $8,499.42 | | | $43.00 | | | $6,472.93 | | | $41.57 | | | $8,604.99 |
Tangible book value per common share(2) | | | $28.84 | | | $5,768.47 | | | $28.73 | | | $5,947.11 | | | $29.51 | | | $5,446.80 | | | $29.12 | | | $6,027.84 |
(1) | Prior to January 1, 2018, AIM was an S corporation. Since converting to a C corporation as of such date, AIM has not paid any cash dividends on its common stock. |
(2) | The amounts under the heading “Equivalent Pro Forma” were determined by multiplying the amounts under the heading “Pro Forma Combined” by the stock exchange ratio of 207.0. |
| | Heartland Common Stock Closing Sale Price | | | AIM Common Stock Closing Sale Price(1) | | | Equivalent Price per Share of Heartland Common Stock(2) | |
February 10, 2020 | | | $49.88 | | | $— | | | $10,325.16 |
May 15, 2020 | | | $26.76 | | | $— | | | $5,539.32 |
(1) | There is no active trading market for AIM common stock. |
(2) | The amounts under the heading “Equivalent Price per Share of Heartland Common Stock” were determined by multiplying the closing sales price of a share of Heartland common stock on each of the above dates by the stock exchange ratio of 207.0, which is the number of shares of Heartland common stock that a AIM shareholder would receive for each share of AIM common stock in the merger. Such amounts do not include the cash component of the consideration to be received by holders of AIM common stock in the merger. AIM shareholders should obtain current market price quotations for shares of Heartland common stock prior to making any decisions with respect to approval of the merger proposal. |
| | For the Three Months Ended March 31, (Unaudited) | | | For the Years Ended December 31, | ||||||||||||||||
(Dollars in thousands, except per common share data) | | | 2020 | | | 2019 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 |
Statement of Income Data | | | | | | | | | | | | | | | |||||||
Total interest income | | | $131,049 | | | $120,721 | | | $514,329 | | | $465,820 | | | $363,658 | | | $326,479 | | | $265,968 |
Total interest expense | | | 18,538 | | | 17,766 | | | 80,600 | | | 51,866 | | | 33,350 | | | 31,813 | | | 31,970 |
Net interest income | | | 112,511 | | | 102,955 | | | 433,729 | | | 413,954 | | | 330,308 | | | 294,666 | | | 233,998 |
Provision for credit losses | | | 21,520(1) | | | 1,635 | | | 16,657 | | | 24,013 | | | 15,563 | | | 11,694 | | | 12,697 |
Net interest income after provision for credit losses | | | 90,991 | | | 101,320 | | | 417,072 | | | 389,941 | | | 314,745 | | | 282,972 | | | 221,301 |
Noninterest income | | | 25,817 | | | 26,717 | | | 116,208 | | | 109,160 | | | 102,022 | | | 113,601 | | | 110,685 |
Noninterest expenses | | | 90,859 | | | 88,230 | | | 349,161 | | | 353,888 | | | 297,675 | | | 279,668 | | | 251,046 |
Income taxes | | | 5,909 | | | 8,310 | | | 34,990 | | | 28,215 | | | 43,820 | | | 36,556 | | | 20,898 |
Net income | | | 20,040 | | | 31,497 | | | 149,129 | | | 116,998 | | | 75,272 | | | 80,349 | | | 60,042 |
Preferred dividends and discount | | | — | | | — | | | — | | | (39) | | | (58) | | | (292) | | | (817) |
Interest expense on convertible preferred debt | | | — | | | — | | | — | | | — | | | 12 | | | 51 | | | — |
Net income available to common stockholders | | | $20,040 | | | $31,497 | | | $149,129 | | | $116,959 | | | $75,226 | | | $80,108 | | | $59,225 |
| | | | | | | | | | | | | | ||||||||
Per Common Share Data | | | | | | | | | | | | | | | |||||||
Net income-diluted | | | $0.54 | | | $0.91 | | | $4.14 | | | $3.52 | | | $2.65 | | | $3.22 | | | $2.83 |
Cash dividends | | | $0.20 | | | $0.16 | | | $0.68 | | | $0.59 | | | $0.51 | | | $0.50 | | | $0.45 |
Dividend payout ratio | | | 37.04% | | | 17.58% | | | 16.43% | | | 16.76% | | | 19.25% | | | 15.53% | | | 15.90% |
Book value per common share (GAAP) | | | $42.21 | | | $39.65 | | | $43.00 | | | $38.44 | | | $33.07 | | | $28.31 | | | $25.92 |
Tangible book value per common share (non-GAAP)(2) | | | $28.84 | | | $27.04 | | | $29.51 | | | $25.70 | | | $23.99 | | | $22.55 | | | $20.57 |
Weighted average shares outstanding-diluted | | | 36,895,591 | | | 34,699,839 | | | 36,061,908 | | | 33,213,148 | | | 28,425,652 | | | 24,873,430 | | | 20,929,385 |
(1) | On January 1, 2020, Heartland adopted ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326), commonly referred to as “CECL.” The calculation of the allowance for credit loss under CECL is an expected-loss model that includes expected credit losses over the life of the loan portfolio (including anticipated losses due to deteriorating economic conditions caused by COVID-19). Heartland recorded a provision for credit losses of $21.5 million during the three months ended March 31, 2020, primarily as a result of the economic dislocation caused by COVID-19. |
(2) | Tangible book value per common share is total common stockholders' equity less goodwill and core deposit intangibles and customer relationship intangibles, net, divided by common shares outstanding, net of treasury shares. This amount is not a financial measure determined in accordance with United States generally accepted accounting principles (“GAAP”) but has been included as it is considered to be a critical metric with which to analyze and evaluate the financial condition and capital strength of Heartland. This measure should not be considered a substitute for operating results determined in accordance with GAAP. See the table titled “Reconciliation of Tangible Book Value Per Common Share (non-GAAP)” in of this proxy statement/prospectus. |
| | As of and for the Three Months Ended March 31, (Unaudited) | | | As of and for the Years Ended December 31, | ||||||||||||||||
(Dollars in thousands) | | | 2020 | | | 2019 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 |
Balance Sheet Data | | | | | | | | | | | | | | | |||||||
Investments | | | $3,615,866 | | | $2,516,055 | | | $3,435,441 | | | $2,715,388 | | | $2,492,866 | | | $2,131,086 | | | $1,878,994 |
Loans held for sale | | | 22,957 | | | 69,716 | | | 26,748 | | | 119,801 | | | 44,560 | | | 61,261 | | | 74,783 |
Total loans receivable | | | 8,374,236 | | | 7,331,544 | | | 8,367,917 | | | 7,407,697 | | | 6,391,464 | | | 5,351,719 | | | 5,001,486 |
Allowance for credit losses | | | 97,350 | | | 62,639 | | | 70,395 | | | 61,963 | | | 55,686 | | | 54,324 | | | 48,685 |
Total assets | | | 13,294,509 | | | 11,312,495 | | | 13,209,597 | | | 11,408,006 | | | 9,810,739 | | | 8,247,079 | | | 7,694,754 |
Total deposits(1) | | | 11,174,025 | | | 9,352,942 | | | 11,044,331 | | | 9,396,429 | | | 8,146,909 | | | 6,847,411 | | | 6,405,823 |
Long-term obligations | | | 276,150 | | | 268,312 | | | 275,773 | | | 274,905 | | | 285,011 | | | 288,534 | | | 263,214 |
Preferred equity | | | — | | | — | | | — | | | — | | | 938 | | | 1,357 | | | 81,698 |
Common stockholders' equity | | | 1,553,714 | | | 1,372,102 | | | 1,578,137 | | | 1,325,175 | | | 990,519 | | | 739,559 | | | 581,475 |
Earnings Performance Data | | | | | | | | | | | | | | | |||||||
Return on average total assets | | | 0.61% | | | 1.13% | | | 1.24% | | | 1.09% | | | 0.83% | | | 0.98% | | | 0.88% |
Return on average common stockholders' equity | | | 4.98% | | | 9.56% | | | 10.12% | | | 9.93% | | | 8.63% | | | 11.80% | | | 11.92% |
Annualized net interest margin (GAAP) | | | 3.81% | | | 4.12% | | | 4.00% | | | 4.26% | | | 4.04% | | | 3.95% | | | 3.80% |
Annualized net interest margin, fully tax-equivalent (non-GAAP)(2) | | | 3.84% | | | 4.18% | | | 4.04% | | | 4.32% | | | 4.22% | | | 4.13% | | | 3.97% |
Asset Quality Ratios | | | | | | | | | | | | | | | |||||||
Nonperforming assets to total assets | | | 0.64% | | | 0.75% | | | 0.66% | | | 0.69% | | | 0.76% | | | 0.91% | | | 0.67% |
Nonperforming loans to total loans | | | 0.95% | | | 1.08% | | | 0.96% | | | 0.98% | | | 0.99% | | | 1.20% | | | 0.79% |
Net loan charge-offs to average loans | | | 0.24% | | | 0.05% | | | 0.11% | | | 0.25% | | | 0.24% | | | 0.11% | | | 0.12% |
Allowance for credit losses to total loans | | | 1.16% | | | 0.85% | | | 0.84% | | | 0.84% | | | 0.87% | | | 1.02% | | | 0.97% |
Allowance for credit losses to nonperforming credits | | | 122.79% | | | 79.29% | | | 87.28% | | | 85.27% | | | 87.82% | | | 84.37% | | | 122.77% |
Consolidated Capital Ratios | | | | | | | | | | | | | | | |||||||
Average equity to average assets | | | 12.32% | | | 11.86% | | | 12.26% | | | 10.94% | | | 9.69% | | | 8.53% | | | 8.55% |
Average common equity to average assets | | | 12.32% | | | 11.86% | | | 12.26% | | | 10.93% | | | 9.68% | | | 8.31% | | | 7.35% |
Total capital to risk-weighted assets | | | 13.91% | | | 14.37% | | | 13.75% | | | 13.72% | | | 13.45% | | | 14.01% | | | 13.74% |
Tier 1 capital to risk-weighted assets | | | 12.22% | | | 12.77% | | | 12.31% | | | 12.16% | | | 11.70% | | | 11.93% | | | 11.56% |
Common equity tier 1 to risk-weighted assets | | | 10.79% | | | 11.24% | | | 10.88% | | | 10.66% | | | 10.07% | | | 10.09% | | | 8.23% |
Tier 1 leverage | | | 9.85 % | | | 10.08% | | | 10.10% | | | 9.73% | | | 9.20% | | | 9.28% | | | 9.58% |
(1) | Excludes deposits held for sale. |
(2) | Computed on a tax-equivalent basis using an effective tax rate of 21% for the quarter ending March 31, 2020, 21% for the years ended December 31, 2019 and December 31, 2018 and 35% for all years ended on or prior to December 31, 2017. Annualized net interest margin, fully tax-equivalent, is a non-GAAP measure, which adjusts net interest income for the tax-favored status of certain loans and securities. Management of Heartland believes this measure enhances the comparability of net interest income arising from taxable and tax-exempt sources. This measure should not be considered a substitute for operating results determined in accordance with GAAP. See the table titled “Reconciliation of Annualized Net Interest Margin, Fully Tax-Equivalent (non-GAAP)” in this proxy statement/prospectus. |
Reconciliation of Tangible Book Value Per Common Share (non-GAAP) (Dollars in thousands, except per share data) | | | As of and for the Three Months Ended March 31, (Unaudited) | | | As of and for the Years Ended December 31, | |||||||||||||||
| | 2020 | | | 2019 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 | |
Common stockholders’ equity (GAAP) | | | $1,553,714 | | | $1,372,102 | | | $1,578,137 | | | $1,325,175 | | | $990,519 | | | $739,559 | | | $581,475 |
Less goodwill | | | 446,345 | | | 391,668 | | | 446,345 | | | 391,668 | | | 236,615 | | | 127,699 | | | 97,852 |
Less core deposit intangibles and customer relationship intangibles, net | | | 45,707 | | | 44,637 | | | 48,688 | | | 47,479 | | | 35,203 | | | 22,775 | | | 22,020 |
Tangible common stockholders' equity (non-GAAP) | | | $1,061,662 | | | $935,797 | | | $1,083,104 | | | $886,028 | | | $718,701 | | | $589,085 | | | $461,603 |
Common shares outstanding | | | 36,807,217 | | | 34,603,611 | | | 36,704,278 | | | 34,477,499 | | | 29,953,356 | | | 26,119,929 | | | 22,435,693 |
Common stockholders' equity (book value) per common share (GAAP) | | | $42.21 | | | $39.65 | | | $43.00 | | | $38.44 | | | $33.07 | | | $28.31 | | | $25.92 |
Tangible book value per common share (non-GAAP) | | | $28.84 | | | $27.04 | | | $29.51 | | | $25.70 | | | $23.99 | | | $22.55 | | | $20.57 |
Reconciliation of Annualized Net Interest Margin, Fully Tax-Equivalent (non-GAAP) (Dollars in thousands) | | | As of and for the Three Months Ended March 31, (Unaudited) | | | As of and for the Years Ended December 31, | |||||||||||||||
| | 2020 | | | 2019 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 | |
Net interest income (GAAP) | | | $112,511 | | | $102,955 | | | $433,729 | | | $413,954 | | | $330,308 | | | $294,666 | | | $233,998 |
Plus tax-equivalent adjustment(1) | | | 1,131 | | | 1,412 | | | 4,929 | | | 6,228 | | | 15,139 | | | 12,919 | | | 10,216 |
Net interest income, fully tax-equivalent (non-GAAP) | | | $113,642 | | | $104,367 | | | $438,658 | | | $420,182 | | | $345,447 | | | $307,585 | | | $244,214 |
Average earning assets | | | $11,891,455 | | | $10,129,957 | | | $10,845,940 | | | $9,718,106 | | | $8,181,914 | | | $7,455,217 | | | $6,152,090 |
Net interest margin (GAAP) | | | 3.81% | | | 4.12% | | | 4.00% | | | 4.26% | | | 4.04% | | | 3.95% | | | 3.80% |
Net interest margin, fully tax-equivalent (non-GAAP) | | | 3.84% | | | 4.18% | | | 4.04% | | | 4.32% | | | 4.22% | | | 4.13% | | | 3.97% |
(1) | Computed on a tax-equivalent basis using an effective tax rate of 21% for the quarter ending March 31, 2020, 21% for the years ended December 31, 2019 and December 31, 2018 and 35% for all years ended on or prior to December 31, 2017. |
As of and for the Nine Months Ended September 30, 2017 | As of and for the Year Ended December 31, 2016 | |||||||||||||||||||||||||||||||
Heartland | Signature | Pro Forma Combined | Equivalent Pro Forma | Heartland | Signature | Pro Forma Combined | Equivalent Pro Forma | |||||||||||||||||||||||||
Net income per share | ||||||||||||||||||||||||||||||||
Basic | $ | 2.23 | $ | 0.28 | $ | 2.31 | $ | 0.14 | $ | 3.26 | $ | 0.36 | $ | 3.35 | $ | 0.20 | ||||||||||||||||
Diluted | $ | 2.21 | $ | 0.26 | $ | 2.28 | $ | 0.14 | $ | 3.22 | $ | 0.33 | $ | 3.30 | $ | 0.20 | ||||||||||||||||
Dividends per common share | $ | 0.33 | $ | 0.11 | $ | 0.38 | $ | 0.02 | $ | 0.50 | $ | 0.17 | $ | 0.59 | $ | 0.04 | ||||||||||||||||
Book value per common share | $ | 32.75 | $ | 1.92 | $ | 32.71 | $ | 2.00 | $ | 28.31 | $ | 1.71 | $ | 28.31 | $ | 1.73 |
Closing Sale Price | ||||||
Heartland Common Stock | Signature Common Stock | Equivalent Price per Share of Heartland Common Stock | ||||
November 10, 2017 | $47.30 | — (1) | $2.89 | |||
December 14, 2017 | $51.00 | — (1) | $3.11 |
Calendar Quarter | High | Low | Dividends | ||||||||||
2015 | |||||||||||||
First | $ | 33.88 | $ | 25.68 | $ | 0.10 | |||||||
Second | 38.20 | 32.42 | 0.10 | ||||||||||
Third | 38.96 | 34.57 | 0.10 | ||||||||||
Fourth | 39.45 | 31.26 | 0.15 | ||||||||||
2016 | |||||||||||||
First | $ | 32.44 | $ | 25.95 | $ | 0.10 | |||||||
Second | 35.96 | 29.58 | 0.10 | ||||||||||
Third | 37.90 | 33.50 | 0.10 | ||||||||||
Fourth | 49.15 | 35.30 | 0.20 | ||||||||||
2017 | |||||||||||||
First | $ | 51.70 | $ | 44.55 | $ | 0.11 | |||||||
Second | 52.65 | 44.15 | 0.11 | ||||||||||
Third | 50.10 | 42.10 | 0.11 | ||||||||||
Fourth (Through December 29, 2017) | 56.40 | 46.50 | 0.18 | * |
Calendar Quarter | Dividends(1) | |||
2015 | ||||
First | $ | 0.03 | ||
Second | 0.04 | |||
Third | 0.04 | |||
Fourth | 0.01 | |||
2016 | ||||
First | $ | 0.04 | ||
Second | 0.04 | |||
Third | 0.05 | |||
Fourth | 0.03 | |||
2017 | ||||
First | $ | 0.04 | ||
Second | 0.03 | |||
Third | 0.04 | |||
Fourth (Through December 14, 2017) | — |
As of and for the Nine Months Ended September 30, (Unaudited) | As of and for the Years Ended December 31, | ||||||||||||||||||||||||||
(Dollars in thousands, except per share data) | 2017 | 2016 | 2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||||||||||
Statement of Income Data | |||||||||||||||||||||||||||
Interest income | $ | 261,590 | $ | 243,702 | $ | 326,479 | $ | 265,968 | $ | 237,042 | $ | 199,511 | $ | 189,338 | |||||||||||||
Interest expense | 24,138 | 24,196 | 31,813 | 31,970 | 33,969 | 35,683 | 39,182 | ||||||||||||||||||||
Net interest income | 237,452 | 219,506 | 294,666 | 233,998 | 203,073 | 163,828 | 150,156 | ||||||||||||||||||||
Provision for loan losses | 10,235 | 9,513 | 11,694 | 12,697 | 14,501 | 9,697 | 8,202 | ||||||||||||||||||||
Net interest income after provision for loan losses | 227,217 | 209,993 | 282,972 | 221,301 | 188,572 | 154,131 | 141,954 | ||||||||||||||||||||
Noninterest income | 76,494 | 89,146 | 113,601 | 110,685 | 82,224 | 89,618 | 108,662 | ||||||||||||||||||||
Noninterest expenses | 219,797 | 209,756 | 279,668 | 251,046 | 215,800 | 196,561 | 183,381 | ||||||||||||||||||||
Income taxes | 22,314 | 28,196 | 36,556 | 20,898 | 13,096 | 10,335 | 17,384 | ||||||||||||||||||||
Net income | 61,600 | 61,187 | 80,349 | 60,042 | 41,900 | 36,853 | 49,851 | ||||||||||||||||||||
Net income available to noncontrolling interest, net of tax | — | — | — | — | — | (64 | ) | (59 | ) | ||||||||||||||||||
Net income attributable to Heartland | 61,600 | 61,187 | 80,349 | 60,042 | 41,900 | 36,789 | 49,792 | ||||||||||||||||||||
Preferred dividends and discount | (45 | ) | (273 | ) | (292 | ) | (817 | ) | (817 | ) | (1,093 | ) | (3,400 | ) | |||||||||||||
Interest expense on convertible debt | 12 | 48 | 51 | — | — | — | — | ||||||||||||||||||||
Net income available to common stockholders | $ | 61,567 | $ | 60,962 | $ | 80,108 | $ | 59,225 | $ | 41,083 | $ | 35,696 | $ | 46,392 | |||||||||||||
Per Common Share Data | |||||||||||||||||||||||||||
Net income-diluted | $ | 2.21 | $ | 2.48 | $ | 3.22 | $ | 2.83 | $ | 2.19 | $ | 2.04 | $ | 2.77 | |||||||||||||
Cash dividends | $ | 0.33 | $ | 0.30 | $ | 0.50 | $ | 0.45 | $ | 0.40 | $ | 0.40 | $ | 0.50 | |||||||||||||
Dividend payout ratio | 14.93 | % | 12.10 | % | 15.53 | % | 15.90 | % | 18.26 | % | 19.61 | % | 18.05 | % | |||||||||||||
Common stockholders’ equity (book value) per share (GAAP) | $ | 32.75 | $ | 28.48 | $ | 28.31 | $ | 25.92 | $ | 22.40 | $ | 19.44 | $ | 19.02 | |||||||||||||
Tangible book value per common share (non-GAAP)(1) | $ | 23.61 | $ | 22.34 | $ | 22.55 | $ | 20.57 | $ | 19.99 | $ | 16.90 | $ | 17.03 | |||||||||||||
Weighted average shares outstanding- diluted | 27,833,924 | 24,580,897 | 24,873,430 | 20,929,385 | 18,741,921 | 17,460,066 | 16,768,602 |
As of and for the Nine Months Ended September 30, (Unaudited) | As of and for the Years Ended December 31, | ||||||||||||||||||||||||||
(Dollars in thousands) | 2017 | 2016 | 2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||||||||||
Balance Sheet Data | |||||||||||||||||||||||||||
Investments | $ | 2,372,916 | $ | 1,943,080 | $ | 2,131,086 | $ | 1,878,994 | $ | 1,706,953 | $ | 1,895,044 | $ | 1,561,957 | |||||||||||||
Loans held for sale | 35,795 | 78,317 | 61,261 | 74,783 | 70,514 | 46,665 | 96,165 | ||||||||||||||||||||
Total loans receivable(1) | 6,373,415 | 5,438,715 | 5,351,719 | 5,001,486 | 3,878,003 | 3,502,701 | 2,828,802 | ||||||||||||||||||||
Allowance for loan losses | 54,885 | 54,653 | 54,324 | 48,685 | 41,449 | 41,685 | 38,715 | ||||||||||||||||||||
Total assets | 9,755,627 | 8,202,215 | 8,247,079 | 7,694,754 | 6,051,812 | 5,923,716 | 4,990,553 | ||||||||||||||||||||
Total deposits | 8,231,884 | 6,912,693 | 6,847,411 | 6,405,823 | 4,768,022 | 4,666,499 | 3,845,660 | ||||||||||||||||||||
Long‑term obligations | 301,473 | 294,493 | 288,534 | 263,214 | 395,705 | 350,109 | 389,025 | ||||||||||||||||||||
Preferred equity | 938 | 1,357 | 1,357 | 81,698 | 81,698 | 81,698 | 81,698 | ||||||||||||||||||||
Common stockholders’ equity | 980,746 | 703,031 | 739,559 | 581,475 | 414,619 | 357,762 | 320,107 | ||||||||||||||||||||
Earnings Performance Data | |||||||||||||||||||||||||||
Return on average total assets | 0.94 | % | 1.00 | % | 0.98 | % | 0.88 | % | 0.70 | % | 0.70 | % | 1.04 | % | |||||||||||||
Return on average common stockholders' equity | 9.88 | % | 12.28 | % | 11.80 | % | 11.92 | % | 10.62 | % | 10.87 | % | 15.78 | % | |||||||||||||
Annualized net interest margin (GAAP) | 4.00 | % | 3.98 | % | 3.95 | % | 3.80 | % | 3.77 | % | 3.58 | % | 3.79 | % | |||||||||||||
Annualized net interest margin, fully tax- equivalent (non-GAAP)(2) | 4.19 | % | 4.15 | % | 4.13 | % | 3.97 | % | 3.96 | % | 3.78 | % | 3.98 | % | |||||||||||||
Asset Quality Ratios | |||||||||||||||||||||||||||
Nonperforming assets to total assets | 0.82 | % | 0.85 | % | 0.91 | % | 0.67 | % | 0.74 | % | 1.23 | % | 1.59 | % | |||||||||||||
Nonperforming loans to total loans | 1.03 | % | 1.06 | % | 1.20 | % | 0.79 | % | 0.65 | % | 1.21 | % | 1.53 | % | |||||||||||||
Net loan charge-offs to average loans | 0.23 | % | 0.09 | % | 0.11 | % | 0.12 | % | 0.39 | % | 0.22 | % | 0.23 | % | |||||||||||||
Allowance for loan losses to total loans | 0.86 | % | 1.00 | % | 1.02 | % | 0.97 | % | 1.07 | % | 1.19 | % | 1.37 | % | |||||||||||||
Allowance for loan losses to nonperforming loans | 83.41 | % | 94.39 | % | 84.37 | % | 122.77 | % | 165.33 | % | 98.27 | % | 89.71 | % | |||||||||||||
Consolidated Capital Ratios | |||||||||||||||||||||||||||
Average equity to average assets | 9.54 | % | 8.45 | % | 8.53 | % | 8.55 | % | 8.00 | % | 8.09 | % | 8.47 | % | |||||||||||||
Average common equity to average assets | 9.53 | % | 8.15 | % | 8.31 | % | 7.35 | % | 6.60 | % | 6.46 | % | 6.58 | % | |||||||||||||
Total capital to risk-adjusted assets | 13.58 | % | 12.85 | % | 14.01 | % | 13.74 | % | 15.73 | % | 14.69 | % | 15.35 | % | |||||||||||||
Tier 1 capital | 11.84 | % | 10.79 | % | 11.93 | % | 11.56 | % | 12.95 | % | 13.19 | % | 13.36 | % | |||||||||||||
Common Equity Tier 1(3) | 10.01 | % | 8.97 | % | 10.09 | % | 8.23 | % | — | — | — | ||||||||||||||||
Tier 1 leverage | 9.48 | % | 8.59 | % | 9.28 | % | 9.58 | % | 9.75 | % | 9.67 | % | 9.84 | % |
As of and for the Nine Months Ended September 30, (Unaudited) | As of and for the Years Ended December 31, | ||||||||||||||||||||||||||
(Dollars in thousands, except per share data) | 2017 | 2016 | 2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||||||||||
Reconciliation of Tangible Book Value Per Common Share (non-GAAP) | |||||||||||||||||||||||||||
Common stockholders’ equity (GAAP) | $ | 980,746 | $ | 703,031 | $ | 739,559 | $ | 581,475 | $ | 414,619 | $ | 357,762 | $ | 320,107 | |||||||||||||
Less goodwill | 236,615 | 127,699 | 127,699 | 97,852 | 35,583 | 35,583 | 30,627 | ||||||||||||||||||||
Less core deposit intangibles and customer relationship intangibles, net | 37,028 | 23,922 | 22,775 | 22,019 | 8,947 | 11,171 | 2,833 | ||||||||||||||||||||
Tangible common stockholders’ equity (non-GAAP) | $ | 707,103 | $ | 551,410 | $ | 589,085 | $ | 461,604 | $ | 370,089 | $ | 311,008 | $ | 286,647 | |||||||||||||
Common shares outstanding | 29,946,069 | 24,681,380 | 26,119,929 | 22,435,693 | 18,511,125 | 18,399,156 | 16,827,835 | ||||||||||||||||||||
Common stockholders’ equity (book value) per share (GAAP) | $ | 32.75 | $ | 28.48 | $ | 28.31 | $ | 25.92 | $ | 22.40 | $ | 19.44 | $ | 19.02 | |||||||||||||
Tangible book value per common share (non-GAAP) | $ | 23.61 | $ | 22.34 | $ | 22.55 | $ | 20.57 | $ | 19.99 | $ | 16.90 | $ | 17.03 |
As of and for the Nine Months Ended September 30, (Unaudited) | As of and for the Years Ended December 31, | ||||||||||||||||||||||||||
(Dollars in thousands) | 2017 | 2016 | 2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||||||||||
Reconciliation of Annualized Net Interest Margin, Fully Tax-Equivalent (non-GAAP) | |||||||||||||||||||||||||||
Net interest income (GAAP) | $ | 237,452 | $ | 219,506 | $ | 294,666 | $ | 233,998 | $ | 203,073 | $ | 163,826 | $ | 150,156 | |||||||||||||
Plus tax-equivalent adjustment(1) | 11,581 | 9,408 | 12,919 | 10,216 | 10,298 | 9,467 | 7,398 | ||||||||||||||||||||
Net interest income, fully tax-equivalent (non-GAAP) | 249,033 | 228,914 | $ | 307,585 | $ | 244,214 | $ | 213,371 | $ | 173,293 | $ | 157,554 | |||||||||||||||
Average earning assets | $ | 7,942,810 | $ | 7,368,856 | $ | 7,455,217 | $ | 6,152,090 | $ | 5,384,275 | $ | 4,582,296 | $ | 3,962,268 | |||||||||||||
Net interest margin (GAAP) | 4.00 | % | 3.98 | % | 3.95 | % | 3.80 | % | 3.77 | % | 3.58 | % | 3.79 | % | |||||||||||||
Net interest margin, fully tax-equivalent (non- GAAP) | 4.19 | % | 4.15 | % | 4.13 | % | 3.97 | % | 3.96 | % | 3.78 | % | 3.98 | % |
Name of Nominee | | | Director Since | | | Age | | | Title |
Buford Duff | | | 2008 | | | 86 | | | Director and Vice President |
Jeremy Ferrell | | | 2017 | | | 46 | | | Director, Secretary and Treasurer |
Scott L. Wade | | | 2003 | | | 55 | | | Chairman of the Board and Chief Executive Officer |
Kenneth D. Willmon | | | 2003 | | | 68 | | | Director and President |
Regional Group: | |||
Buyer (State) | | | Target (State) |
Business First Bancshares, Inc. (LA) | | | Pedestal Bancshares, Inc. (LA) |
First Bancshares, Inc. (MS) | | | Southwest Georgia Financial Corporation (GA) |
United Bankshares, Inc. (WV) | | | Carolina Financial Corporation (SC) |
Reliant Bancorp, Inc. (TN) | | | First Advantage Bancorp (TN) |
First Financial Bankshares, Inc. (TX) | | | TB&T Bancshares, Inc. (TX) |
Heartland Financial USA, Inc. (IA) | | | First Bank Lubbock Bancshares, Inc. (TX) |
Home Bancorp, Inc. (LA) | | | Saint Martin Bancshares, Inc. (LA) |
United Community Banks, Inc. (GA) | | | Four Oaks Fincorp, Inc. (NC) |
Southside Bancshares, Inc. (TX) | | | Diboll State Bancshares, Inc. (TX) |
Union Bankshares Corporation (VA) | | | Xenith Bankshares, Inc. (VA) |
South State Corporation (SC) | | | Southeastern Bank Financial Corporation (GA) |
TowneBank (VA) | | | Monarch Financial Holdings, Inc. (VA) |
BNC Bancorp (NC) | | | Southcoast Financial Corporation (SC) |
Pinnacle Financial Partners, Inc. (TN) | | | Magna Bank (TN) |
Simmons First National Corporation (AR) | | | Community First Bancshares, Inc. (TN) |
Bank of the Ozarks, Inc. (AR) | | | Summit Bancorp, Inc. (AR) |
BancorpSouth Bank (MS) | | | Ouachita Bancshares Corp. (LA) |
Bear State Financial, Inc. (AR) | | | First National Security Company (AR) |
Nationwide Group: | |||
Buyer (State) | | | Target (State) |
Business First Bancshares, Inc. (LA) | | | Pedestal Bancshares, Inc. (LA) |
Northwest Bancshares, Inc. (PA) | | | MutualFirst Financial, Inc. (IN) |
Sandy Spring Bancorp, Inc. (MD) | | | Revere Bank (MD) |
First Defiance Financial Corp. (OH) | | | United Community Financial Corp. (OH) |
OceanFirst Financial Corp. (NJ) | | | Two River Bancorp (NJ) |
S&T Bancorp, Inc. (PA) | | | DNB Financial Corporation (PA) |
First Citizens BancShares, Inc. (NC) | | | Entegra Financial Corp. (NC) |
First Merchants Corporation (IN) | | | MBT Financial Corp. (MI) |
Union Bankshares Corporation (VA) | | | Access National Corporation (VA) |
First Busey Corporation (IL) | | | Banc Ed Corp. (IL) |
Implied Value for AIM Based On: | | | Price-to-Tangible Common Book Value Multiple | | | Price-to-LTM Earnings Multiple | | | Premium-to-Core Deposits Multiple |
Total Deal Value | | | 209% | | | 13.4x | | | 10.8% |
Precedent Transactions Regional Group: | | | | | | | |||
Median | | | 183% | | | 16.0x | | | 10.7% |
Minimum | | | 137% | | | 9.6x | | | 5.2% |
Maximum | | | 297% | | | 19.4x | | | 28.0% |
Precedent Transactions Nationwide Group: | | | | | | | |||
Median | | | 174% | | | 15.7x | | | 9.4% |
Minimum | | | 145% | | | 12.5x | | | 7.0% |
Maximum | | | 243% | | | 23.3x | | | 12.9% |
| | Tangible Equity/ Tangible Assets | | | Core Deposits | | | LTM ROAA(1) | | | LTM ROAE(2) | | | Efficiency Ratio | | | NPAs/ Assets(3) | | | LLR/ NPLs(4) | |
AIM | | | 7.64% | | | 87.4% | | | 1.31% | | | 14.30% | | | 54.5% | | | 0.13% | | | 563.5% |
Precedent Transactions Regional Group: | | ||||||||||||||||||||
Median | | | 10.15% | | | 81.7% | | | 1.17% | | | 11.77% | | | 62.2% | | | 0.84% | | | 120.2% |
Precedent Transactions Nationwide Group: | | | | | | | | | | | | | | | |||||||
Median | | | 9.36% | | | 84.2% | | | 1.00% | | | 9.94% | | | 62.3% | | | 0.75% | | | 187.0% |
(1) | Last 12 months return on average assets. |
(2) | Last 12 months return on average equity. |
(3) | Non-performing assets as a percent of total assets. |
(4) | Allowance for loan and lease losses as a percentage of non-performing loans. |
Implied Value for AIM Based On: | | | Price-to-Tangible Common Book Value Multiple | | | Price-to-LTM Earnings Multiple | | | Premium-to-Core Deposits Multiple |
Total Deal Value | | | 209% | | | 13.4x | | | 10.8% |
DCF Analysis – Perpetuity Model | | | | | | | |||
Midpoint | | | 209% | | | 13.4x | | | 10.8% |
DCF Analysis – Terminal P/E Multiple | | | | | | | |||
Midpoint | | | 196% | | | 12.5x | | | 9.5% |
DCF Analysis – Terminal P/TBV Multiple | | | | | | | |||
Midpoint | | | 208% | | | 13.3x | | | 10.7% |
Discount Rate | ||||||||||||
14% | 13% | 12% | ||||||||||
Present value (in thousands) | $ | 35,792 | $ | 41,096 | $ | 47,799 | ||||||
Present value (per share) | $ | 2.16 | $ | 2.49 | $ | 2.89 |
Independent Bank Group, Inc. | | | United Community Banks, Inc. |
First Interstate BancSystem, Inc. | | | Great Western Bancorp, Inc. |
First Financial Bancorp | | | Banner Corporation |
Columbia Banking System, Inc. | | | TowneBank |
Trustmark Corporation | | | Pacific Premier Bancorp, Inc. |
Renasant Corporation | | |
Price/ Book | Price/ Tangible Book | Price/ 8% Tangible Book | Price/ LTM* Earnings | Price/ Assets | Price/ Deposits | Premium/ Deposits | ||||||||||
Maximum | 2.32x | 2.65x | 2.71x | 28.90x | 26.10 | % | 33.80 | % | 20.50 | % | ||||||
Minimum | 0.89x | 0.89x | 0.88x | 9.00x | 7.50 | % | 9.20 | % | (1.20 | )% | ||||||
Median | 1.48x | 1.48x | 1.73x | 18.20x | 16.50 | % | 20.30 | % | 6.60 | % | ||||||
Signature (net offer) | 1.93x | 2.07x | 1.92x | 16.70x | 14.20 | % | 16.30 | % | 8.50 | % |
Price/ Book | Price/ Tangible Book | Price/ 8% Tangible Book | Price/ LTM* Earnings | Price/ Assets | Price/ Deposits | Premium/ Deposits | ||||||||||
Maximum | 2.41x | 2.65x | 2.71x | 32.60x | 26.10 | % | 33.80 | % | 20.60 | % | ||||||
Minimum | 0.56x | 0.90x | 0.86x | 9.00x | 9.80 | % | 12.50 | % | (1.40 | )% | ||||||
Median | 1.67x | 1.72x | 1.79x | 18.90x | 16.20 | % | 20.10 | % | 7.40 | % | ||||||
Signature (net offer) | 1.93x | 2.07x | 1.92x | 16.70x | 14.20 | % | 16.30 | % | 8.50 | % |
| | Market Cap ($M) | | | Price/ Tangible Book Value | | | Price/ LTM EPS | | | Price/ 2020E EPS | | | Dividend Yield | | | YTD/Price Change | | | One Year Total Return | |
Heartland | | | $1,826 | | | 168% | | | 12.0x | | | 12.2x | | | 1.61% | | | 0.0% | | | 5.3% |
Comparable Companies: | | | | | | | | | | | | | | | |||||||
Median | | | $2,067 | | | 176% | | | 12.4x | | | 12.7x | | | 2.86% | | | (6.7)% | | | 1.3% |
Dollars in thousands, except per share data | Assets | % | Loans | % | Deposits | % | ||||||||||||||
Heartland | $ | 9,755,627 | 96 | % | $ | 6,354,325 | 95 | % | $ | 8,231,884 | 96 | % | ||||||||
Signature | $ | 390,292 | 4 | % | $ | 326,063 | 5 | % | $ | 339,129 | 4 | % | ||||||||
Combined Company | $ | 10,145,919 | 100 | % | $ | 6,680,388 | 100 | % | $ | 8,571,013 | 100 | % | ||||||||
Annualized Net Interest Income | % | Annualized Non-Interest Income | % | Annualized Non-Interest Expenses | % | |||||||||||||||
Heartland | $ | 316,603 | 95 | % | $ | 94,588 | 98 | % | $ | 289,329 | 96 | % | ||||||||
Signature | $ | 15,499 | 5 | % | $ | 1,795 | 2 | % | $ | 10,988 | 4 | % | ||||||||
Combined Company | $ | 332,102 | 100 | % | $ | 96,383 | 100 | % | $ | 300,317 | 100 | % | ||||||||
Annualized Earnings | % | Shares | % | Common Tangible Equity | % | |||||||||||||||
Heartland | $ | 82,133 | 96 | % | 29,946,069 | 97 | % | $ | 707,103 | 96 | % | |||||||||
Signature | $ | 3,318 | 4 | % | * | 913,214 | 3 | % | ** | $ | 26,737 | 4 | % | |||||||
Combined Company | $ | 85,451 | 100 | % | 30,859,283 | 100 | % | $ | 733,840 | 100 | % | |||||||||
*Signature earnings are tax effected at 40.5% | ||||||||||||||||||||
**Deal equates to 82.3% stock with the remainder in cash. A 100% stock deal would be 3.6% | ||||||||||||||||||||
Note: Financials as of September 30, 2017, estimated shares to Signature based on 20-day average Heartland stock price as of November 1, 2017 |
Heartland | Peer Group Median | ||||
Return on Average Assets | 0.96 | % | 1.11 | % | |
Return on Average Equity | 10.70 | % | 9.68 | % | |
Net Interest Margin | 4.11 | % | 3.71 | % | |
Efficiency Ratio | 67.20 | % | 58.90 | % | |
Loan Loss Reserves to Total Loans | 1.01 | % | 0.93 | % | |
Ratio of Non-performing Assets to Total Assets | 0.80 | % | 0.65 | % | |
Tangible Equity to Tangible Assets | 7.98 | % | 9.13 | % | |
Risk Based Capital Ratio | 14.80 | % | 13.40 | % |
Heartland | Peer Group Median | ||||
Market Price as a Multiple of Stated Book Value | 1.50x | 1.63x | |||
Market Price as a Multiple of Stated Tangible Book Value | 2.09x | 2.19x | |||
Price as a Multiple of LTM Earnings | 16.70x | 19.30x | |||
Market Price as a Percent of Assets | 15.10 | % | 18.50 | % | |
Dividend Yield | 0.93 | % | 1.97 | % | |
Dividend Payout | 17.10 | % | 35.30 | % |
Allegiance Bancshares, Inc. | | | Home Bancorp, Inc. |
CBTX, Inc. | | | Investar Holding Corporation |
South Plains Financial, Inc. | | | First Guaranty Bancshares, Inc. |
Guaranty Bancshares, Inc. | | | Red River Bancshares, Inc. |
Business First Bancshares, Inc. | | | First Western Financial, Inc. |
| | Market Cap ($M) | | | Price/ Tangible Book Value | | | Price/ LTM EPS | | | Price/ 2020E EPS | | | Dividend Yield | | | YTD/Price Change | | | One Year Total Return | |
Deal Value | | | $280 | | | 209% | | | 13.4x | | | N/A | | | N/A | | | N/A | | | N/A |
Comparable Companies: | | | | | | | | | | | | | | | |||||||
Median | | | $351 | | | 141% | | | 14.4x | | | 12.3x | | | 1.45% | | | (2.6)% | | | 5.9% |
| | Projected Years Ending | |||||||
(dollars in millions) | | | December 31, 2020 | | | December 31, 2021 | | | December 31, 2022 |
Income Statement Highlights | | | | | | | |||
Net Interest Income | | | $68.294 | | | $72.199 | | | $75.806 |
Provision for Loan Losses | | | 1.800 | | | .945 | | | .973 |
Total Noninterest Income | | | 13.907 | | | 14.151 | | | 14.816 |
Total Noninterest Expense | | | 49.038 | | | 51.759 | | | 54.192 |
Net Income before Taxes | | | 31.363 | | | 33.646 | | | 35.457 |
Tax Provision | | | 6.586 | | | 7.066 | | | 7.446 |
Effective Tax Rate | | | 21.0% | | | 21.0% | | | 21.0% |
Net Income | | | $24.777 | | | $26.581 | | | $28.011 |
Preferred Stock Dividend | | | — | | | — | | | — |
Net Income Available for to Holders of AIM Common Stock | | | $24.777 | | | $26.581 | | | $28.011 |
Adjusted Tangible Common Equity | | | Total Stock Consideration (1) | | | Stock Consideration Per Share(1) | | | Total Cash Consideration | | | Cash Consideration Per Share | | | Total Consideration | | | Total Consideration Per Share |
$ 155,000,000 | | | $136,012,352 | | | $5,539.32 | | | $21,819,476 | | | $888.63 | | | $157,831,829 | | | $6,427.95 |
154,000,000 | | | 136,012,352 | | | 5,539.32 | | | 21,819,476 | | | 888.63 | | | 157,831,829 | | | 6,427.95 |
153,000,000 | | | 136,012,352 | | | 5,539.32 | | | 21,819,476 | | | 888.63 | | | 157,831,829 | | | 6,427.95 |
152,000,000 | | | 136,012,352 | | | 5,539.32 | | | 20,819,476 | | | 847.91 | | | 156,831,829 | | | 6,387.23 |
151,000,000 | | | 136,012,352 | | | 5,539.32 | | | 19,819,476 | | | 807.18 | | | 155,831,829 | | | 6,346.50 |
150,000,000 | | | 136,012,352 | | | 5,539.32 | | | 18,819,476 | | | 766.45 | | | 154,831,829 | | | 6,305.77 |
149,000,000 | | | 136,012,352 | | | 5,539.32 | | | 17,819,476 | | | 725.73 | | | 153,831,829 | | | 6,265.05 |
148,000,000 | | | 136,012,352 | | | 5,539.32 | | | 16,819,476 | | | 685.00 | | | 152,831,829 | | | 6,224.32 |
147,000,000 | | | 136,012,352 | | | 5,539.32 | | | 16,819,476 | | | 685.00 | | | 152,831,829 | | | 6,224.32 |
146,000,000 | | | 136,012,352 | | | 5,539.32 | | | 16,819,476 | | | 685.00 | | | 152,831,829 | | | 6,224.32 |
145,000,000 | | | 136,012,352 | | | 5,539.32 | | | 16,819,476 | | | 685.00 | | | 152,831,829 | | | 6,224.32 |
144,000,000 | | | 136,012,352 | | | 5,539.32 | | | 15,819,476 | | | 644.27 | | | 151,831,829 | | | 6,183.59 |
143,000,000 | | | 136,012,352 | | | 5,539.32 | | | 14,819,476 | | | 603.55 | | | 150,831,829 | | | 6,142.87 |
(1) | Based on the closing price of a share of Heartland common stock on May 15, 2020 of $26.76 and a total of 24,553.98 shares of AIM common stock outstanding on such date. |
Adjusted Tangible Common Equity | Cash Adjustment per Share | Cash Consideration per Share | Stock Consideration per Share(1) | Total Consideration per Share | ||||||||||||
$29.350 million | $ | 0.099 | $ | 0.434 | $ | 3.111 | $ | 3.545 | ||||||||
$28.850 million | 0.099 | 0.434 | 3.111 | 3.545 | ||||||||||||
$28.350 million | 0.066 | 0.401 | 3.111 | 3.512 | ||||||||||||
$27.850 million | 0.033 | 0.368 | 3.111 | 3.479 | ||||||||||||
$27.350 million | — | 0.335 | 3.111 | 3.446 | ||||||||||||
$27.238 million | — | 0.335 | 3.111 | 3.446 | ||||||||||||
$27.125 million | — | 0.335 | 3.111 | 3.446 | ||||||||||||
$26.625 million | (0.033 | ) | 0.302 | 3.111 | 3.413 | |||||||||||
$26.125 million | (0.066 | ) | 0.269 | 3.111 | 3.380 | |||||||||||
$25.625 million | (0.099 | ) | 0.236 | 3.111 | 3.347 | |||||||||||
$25.125 million | (0.132 | ) | 0.203 | 3.111 | 3.314 |
• | the ratio of the Heartland closing date stock VWAP to the initial Heartland stock price is less than the ratio of the average of the daily closing value of the KBW NASDAQ Regional Banking Index (^KRX) (the “index”) for the 15 consecutive trading days ending on and including the trading day immediately preceding the 10th day prior to the determination date, to the closing value of the index on the trading day immediately prior to the date of the merger agreement (the “index ratio”), after subtracting 0.150 from the index ratio. |
(in thousands) | | | | | | | | | Modification Types | |||
Loan Category | | | Balances of Loans Modified | | | Percent of Total Category Loans | | | Interest Only Payment | | | Principal and Interest Payments |
Commercial | | | $128,727 | | | 18% | | | 60% | | | 40% |
Agriculture | | | $519 | | | .41% | | | 88% | | | 12% |
Residential | | | $11,243 | | | 5% | | | 79% | | | 21% |
Consumer | | | $456 | | | 3% | | | 10% | | | 90% |
Total Modifications | | | $140,945 | | | 12% | | | 61% | | | 39% |
(in thousands) | | | March 31, 2020 | |||
Industry | | | Amount | | | Percent of Total Loans |
Oil and Gas – Direct | | | $110,355 | | | 9.50% |
Lodging | | | $64,958 | | | 5.59% |
Retail Properties | | | $47,825 | | | 4.12% |
Restaurants | | | $18,432 | | | 1.59% |
Multi-Family | | | $17,858 | | | 1.54% |
Nursing/Assisted Living | | | $13,453 | | | 1.16% |
Church/Daycare | | | $12,202 | | | 1.05% |
Retail Trade | | | $11,612 | | | 1.00% |
Total | | | $296,695 | | | 25.55% |
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership of Shares(1) | Percent of Class(2) | ||||
Signature Bancshares, Inc. Employee Stock Ownership Plan and Trust dated March 31, 2015(3) | 3,880,585.00 | (3) | 25.66 | % | ||
R. Matthew Mithun | 965,000.00 | 6.38 | ||||
Executive officers and directors | ||||||
Kenneth D. Brooks | 2,302,115.00 | (4) | 14.68 | |||
Leif E. Syverson | 1,522,828.00 | (5) | 9.80 | |||
Daniel W. Dryer | 917,154.00 | (6) | 6.04 | |||
Eugene H. Storms | 104,600.40 | (7) | 0.69 | |||
Randy T. Morgan | 104,600.40 | (7) | 0.69 | |||
John A. Berg | 385,655.20 | (8) | 2.54 | |||
Michele L. Boeder | 130,857.00 | (9) | 0.86 | |||
Ken D. Wilmer | 81,600.00 | (10) | 0.54 | |||
Daniel J. Roberts | 320,687.40 | (11) | 2.11 | |||
All executive officers and directors as a group (nine persons) | 5,870,097.40 | (12) | 36.02 |
Name of Beneficial Owner | | | Title | | | Number of Shares Beneficially Owned | | | Percent of Class |
Greater than 5% Shareholders | | | | | | | |||
AIM Bancshares, Inc. Employee Stock Ownership Plan (with 401(k) provisions)(1) | | | N/A | | | 3,374.82 | | | 13.74% |
| | | | | | ||||
Directors and Executive Officers | | | | | | | |||
Buford Duff | | | Director and Vice President | | | 417 | | | 1.70% |
Jeremy Ferrell | | | Director, Secretary and Treasurer | | | 905.49(2) | | | 3.68% |
Scott L. Wade | | | Chairman of the Board and Chief Executive Officer | | | 1,900.96(3) | | | 7.73% |
Kenneth D. Willmon | | | Director and President | | | 892.50(4) | | | 3.63% |
| | | | | | ||||
Directors and Executive Officers, as a group (four persons) | | | N/A | | | 4,115.95 | | | 16.67% |
(1) | Each KSOP participant has the right to direct the KSOP trustees to vote the shares allocated to the participant's account on the merger proposal. In the event that a participant does not direct the KSOP trustee on how to vote his or her allocated shares, the KSOP trustee will determine how such shares are voted. The KSOP trustee also has the right to vote all shares held by the KSOP that are not allocated to the accounts of participants and may be deemed the beneficial owner thereof. |
(2) | Includes 800 shares held by Mr. Ferrell individually, 55.49 shares held by the KSOP and allocated to Mr. Ferrell's account, and 50 shares subject to currently exercisable options. |
(3) | Includes 1,476.48 shares held by Mr. Wade individually, 374.48 shares held by the KSOP and allocated to Mr. Wade's account, and 50 shares subject to currently exercisable options. |
(4) | Includes 516.47 shares held by Mr. Willmon individually, 60 shares held by Mr. Willmon's spouse, 276.03 shares held by the KSOP and allocated to Mr. Willmon's account, and 40 shares subject to currently exercisable options. |
• | Heartland's Annual Report on Form 10-K for the year ended December 31, 2019; |
• | Heartland's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020; |
• | Heartland's definitive Proxy Statement for its annual meeting of stockholders to be held on May 20, 2020; and |
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| |
Definition | | | Defined |
ABFI | | | 4.1(b) |
ABFI Common Stock | | 4.3(c) | |
Affordable Care Act | | | 4.25(k) |
Agreement | | | Preamble |
AIM | | Preamble | |
AIM Annual Financial Statements | | | 4.5(a) |
AIM Board Recommendation | | | 6.2(a) |
AIM Common Stock | | | Recitals |
AIM Employees | | | 4.24(j) |
AIM Financial Statements | | | 4.5(a) |
AIM IT Systems | | | 4.19(c) |
AIM Regulatory Reports | | | 4.10 |
AIM Shareholder Meeting | | | 6.2(a) |
AIM Stock Option | | | 2.9 |
AimBank | | | Recitals |
AimBank Annual Financial Statements | | | 4.5(b) |
AimBank Common Stock | | | 4.3(a) |
AimBank Financial Statements | | | 4.5(b) |
ALLL | | | 4.8 |
Bank Holding Company Act | | 3.1 | |
Bank Merger | | | Recitals |
Bank Merger Agreement | | | Recitals |
Bank Regulators | | | 4.18 |
Bank Regulatory Approvals | | 3.2(b) | |
Blue Sky Laws | | 3.2(b) | |
Bottom Threshold Amount | | 2.4 | |
Change of AIM Board Recommendation | | 6.2(a) | |
Closing | | 2.11 | |
Closing Date | | 2.11 | |
Code | | Recitals | |
D&O Insurance | | 6.7(b) | |
Delaware Certificate of Merger | | | 2.2(d) |
Departments | | | 4.24(d) |
DGCL | | | 2.1 |
Dissenting Shareholder | | | 2.8(a) |
Dissenting | | 2.8(b) | |
Downwardly Adjusted Cash Consideration | | | 2.4 |
Effective Date | | | 2.2(d) |
Effective Time | | | 2.2(d) |
Employment Agreements | | Recitals | |
Environmental | | | 4.17(a) |
Environmental Law | | 4.17(a)(ii) | |
Exchange | | 3.2(b) | |
Exchange Ratio | | 2.3(a) | |
Executive Severance Agreement | | Recitals | |
Expenses | | 8.3 | |
FB&T | | Preamble | |
FB&T Subsidiaries | | | 3.1(b) |
FDIA | | | 3.1(b) |
Definition | | | Defined |
FDIC | | | 3.2(b) |
Fractional Share Amount | | | 2.3(b) |
FRB | | 3.2(b) | |
Ferrell | | Recitals | |
Hazardous Materials | | 4.17(a)(iii) | |
Heartland | | | Preamble |
Heartland 10-K Reports | | | 3.5(a) |
Heartland 10-Q Report | | | 3.5(a) |
Heartland Common Stock | | | Recitals |
Heartland | | 6.4(c) | |
Heartland Regulatory Reports | | 3.7(a) | |
Heartland Series A Preferred Stock | | | 3.4 |
Heartland Series B Preferred Stock | | | 3.4 |
Heartland Series C Preferred Stock | | | 3.4 |
Heartland Series D Preferred Stock | | | 3.4 |
Hillworth | | | 4.23 |
Indemnified Party | | 6.7(a) | |
Latest Balance Sheets | | | 4.5(c) |
Latest AIM Balance Sheet | | | 4.5(a) |
Latest AimBank Balance Sheet | | | 4.5(b) |
Leased Real Property | | | 4.15(c) |
Letter of Transmittal | | | 2.7(a) |
List | | | 4.17(a)(iv) |
Material Contracts | | | 4.21(a) |
Materially Burdensome Regulatory Condition | | | 7.1(a) |
Merger | | | Recitals |
Merger Consideration | | | 2.3(a) |
NASDAQ | | | 3.2(b) |
New Mexico Offices | | | Recitals |
NMB&T | | | Recitals |
Operating Real Property | | | 4.15(c) |
Option Consideration | | | 2.9 |
OREO | | | 4.7(c) |
Owned Real Property | | | 4.15(b) |
Payoff Letter | | | 7.3(m) |
Proxy Statement/Prospectus | | | 6.2(b) |
Real Property | | | 4.15(c) |
Registration Statement | | | 6.2(b) |
Regulatory Action | | | 4.17(a)(v) |
Related AIM Statements | | | 4.5(a) |
Related AimBank Statements | | | 4.5(b) |
Related Financial Statements | | | 4.5(c) |
Release | | | 4.17(a)(vi) |
Representatives | | | 5.8(a) |
Required Consents | | | 5.6 |
Required AIM Shareholder Vote | | | 4.2(a) |
Retention Agreements | | | Recitals |
SEC | | | 3.5(a) |
Securities Act | | | 3.2(b) |
Senior Executives | | | Recitals |
Special Dividend Payments | | | 6.1(b) |
Definition | | | Defined |
Stephens | | | 3.15 |
Stock Consideration | | 2.3(a) | |
Surviving Corporation | | 2.1 | |
Termination Date | | | 8.1(d) |
TBOC | | 2.1 | |
TDB | | 3.2(b) | |
Texas Certificate of Merger | | 2.2(d) | |
TFC | | 3.2(a) | |
Third-Party Environmental Claim | | | 4.17(a)(vii) |
Upwardly Adjusted Cash Consideration | | | 2.4 |
Shareholder Voting Agreement | | | Recitals |
Wade | | | Recitals |
Work Permits | | | 4.24(d) |
if to Heartland: | | |||||
| | | | |||
| | Heartland Financial USA, Inc. | ||||
| | 707 17th Street, Suite 2950 | ||||
| | Denver, Colorado 80202 | ||||
| | Attention: | | | J. Daniel Patten, Executive Vice President, Finance and Corporate | |
| | Telephone: | | | (720) 873-3780 | |
| | E-mail: | | | DPatten@htlf.com |
| | | | |||
with copies to: | | |||||
| | | | |||
| | Heartland Financial USA, Inc. | ||||
| | 1398 Central Avenue | ||||
| | P.O. Box 778 | ||||
| | Dubuque, Iowa 52004-0778 | ||||
| | Attention: | | | Michael J. Coyle, Executive Vice President, Senior General Counsel and Corporate Secretary | |
| | Telephone: | | | (563) 589-1994 | |
| | E-mail: | | | MCoyle@htlf.com |
| | | | |||
and | | |||||
| | | | |||
| | Dorsey & Whitney LLP | ||||
50 South Sixth Street, Suite 1500 | ||||||
Minneapolis, Minnesota 55402 | ||||||
| | Attention: | | | Jay L. Swanson John Marsalek | |
| | Telephone: | | | (612) 340-2600 | |
| | | | |||
| | | | marsalek.john@dorsey.com |
if to AIM: | | |||||
| | | | |||
| | AIM Bancshares, Inc. 110 College Avenue Levelland, Texas 79336 | ||||
| | Attention: | | | Scott L. Wade, Chairman of the Board, President and Chief Executive Officer | |
| | Telephone: | | | (806) 897-4310 | |
| E-mail: | | | SWade@aimbankonline.com | ||
| | | ||||
with a copy to: |
| ||||||
| | | | |||
| | Fenimore, Kay, Harrison & 812 San Antonio Street Suite 600 | ||||
| | Austin, Texas 78701 | ||||
| | Attention: | | | Lowell W. Harrison | |
| | Telephone: | | | (512) 583-5905 | |
E-mail: | | | LHarrison@fkhfpartners.com |
| ||||||
| HEARTLAND FINANCIAL USA, INC. | |||||
| | | | |||
| | By | | | /s/ Lynn B. Fuller | |
| | | | Lynn B. Fuller | ||
| | | | Executive Operating Chairman |
| | AIM BANCSHARES, INC. | ||||
| | | | |||
| | By | | | /s/ Scott L. Wade | |
| | | | Scott L. Wade | ||
| | | | Chairman of the Board and | ||
Chief Executive Officer |
(i) | |
(ii) | reviewed unaudited financial statements for AIM, AimBank, Heartland and FB&T, as of and for the year ending December 31, 2019; |
(iv) | reviewed certain historical publicly available business and financial information concerning each of AIM, AimBank, Heartland and FB&T; |
(v) | reviewed certain internal financial statements and other financial and operating data of AIM, AimBank, Heartland and FB&T including, without limitation, internal financial analyses and forecasts prepared by management of AIM, AimBank, Heartland and FB&T, and held discussions with senior management of AIM, AimBank, Heartland and FB&T regarding recent developments and regulatory matters; |
(vi) | reviewed financial projections prepared by certain members of senior management of AIM, AimBank, Heartland and FB&T; |
(vii) | discussed with certain members of senior management of AIM, AimBank, Heartland and FB&T, the business, financial condition, results of operations and future prospects of AIM, AimBank, Heartland and FB&T; the history and past and current operations of AIM, AimBank, Heartland and FB&T; AIM’s, AimBank’s, Heartland’s and FB&T’s historical financial performance; and their assessment of the |
(viii) | reviewed and analyzed materials detailing the |
(ix) | assessed general economic, market and financial conditions; |
(x) | analyzed the |
(xi) | |
(xii) | reviewed historical market prices and trading volumes of Heartland’s Common Stock; |
(xiv) | reviewed the terms of recent merger, acquisition and control investment transactions, to the extent publicly available, involving financial institutions and financial institution holding companies that we considered relevant; |
(xv) | |
(xvi) | |
| | Sincerely, | |
| | ||
| /s/ Magstar Capital, LLC | ||
| Magstar Capital, LLC |
Item 20. | Indemnification of Directors and Officers. |
Item 21. | Exhibits and Financial Statement Schedules. |
Number | | | Description |
| | ||
Agreement and Plan of Merger, dated as of | |||
| | ||
| | ||
| | ||
| | ||
| | ||
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| |||
| |||
|
Number | | | Description |
| |||
| |||
| Consent of Dorsey & Whitney | ||
| Consent of | ||
| | Consent of Magstar Capital, LLC* | |
| Power of | ||
|
* | |||
Item 22. | Undertakings. |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), 424(b)(5), or 424(b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), 415(a)(1)(vii), or 415(a)(1)(x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after |
(5) | That, for purposes of determining any liability under the Securities Act of 1933, each filing of the |
(6) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
(7) | To respond to requests for information that is incorporated by reference into the proxy statement/prospectus pursuant to Items 4, 10 (b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. |
(8) | To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. |
| | HEARTLAND FINANCIAL USA, INC. | ||||
| | | | |||
| | By: | | | /s/ | |
| | | President and Chief Executive Officer |
Signature | | | Title |
/s/ | | President and Chief Executive Officer | |
Bruce K. Lee | | ||
| | ||
/s/ Bryan R. McKeag* | | | Executive Vice President and Chief Financial Officer (principal financial officer) |
Bryan R. McKeag | | ||
| | ||
/s/ Janet M. Quick* | | | Executive Vice President and Deputy Chief Financial Officer (principal accounting officer) |
Janet M. Quick | | ||
| | ||
/s/ | | | Executive Operating Chairman and Director |
Lynn B. Fuller | | ||
| | ||
/s/ Robert B. Engel* | | | Director |
Robert B. Engel | | | |
| | ||
/s/ Mark C. Falb* | | | Director |
Mark C. Falb | | | |
| | ||
/s/ Thomas L. Flynn* | | | Director |
Thomas L. Flynn | | | |
| | ||
/s/ | | | Director |
Jennifer K. | | | |
| | ||
/s/ R. Michael McCoy* | | | Director |
R. Michael McCoy | | | |
| | ||
/s/ Susan G. Murphy* | | | Director |
Susan G. Murphy | | | |
| | ||
/s/ Barry H. Orr* | | | Director |
Barry H. Orr | | | |
| | ||
/s/ Kurt M. Saylor* | | | Director |
Kurt M. Saylor | | | |
| |
Signature | | | Title |
/s/ John K. Schmidt* | | | Director |
John K. Schmidt | | | |
| | ||
/s/ Martin J. Schmitz* | | | Director |
Martin J. Schmitz | | | |
| | ||
/s/ Duane E. White* | | | Director |
Duane E. White | | |
| | ||
/s/ Michael J. Coyle | | | Attorney in Fact |
Michael J. Coyle | | |
* | Executed by Michael J. Coyle as Attorney-in-Fact |