Delaware
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(State or other jurisdiction of incorporation or organization)
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6022
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(Primary Standard Industrial Classification Code Number
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42-1405748
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(I.R.S. Employer Identification No.)
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1398 Central Avenue
Dubuque, Iowa 52001
(563) 589-2100
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(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
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Bryan R. McKeag
Executive Vice President and Chief Financial Officer
Heartland Financial USA, Inc.
1398 Central Avenue
Dubuque, Iowa 52001
(563) 589-2100
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(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Jay L. Swanson
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Lowell W. Harrison
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John Marsalek
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Jeremy S. Lemmon
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Dorsey & Whitney LLP
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Fenimore, Kay, Harrison & Ford, LLP
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50 South Sixth Street, Suite 1500
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812 San Antonio Street, Suite 600
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Minneapolis, Minnesota 55402
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Austin, Texas 78701
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(612) 340-2600
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(512) 583-5905
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (do not check if smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Adjusted
Tangible
Common Equity
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| |
Stock
Consideration
Per Share(1)
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| |
Cash
Consideration
Per Share (Before
Holdback)
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| |
Total Merger
Consideration
Per Share (Before
Holdback)(1)
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Per Share
Holdback
Amount(2)
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Net Merger
Consideration
Per Share at
Closing(1)(2)
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$180,000,000
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$6,893.10
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$2,069.70
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$8,962.80
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$203.63
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| |
$8,759.17
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$175,000,000
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| |
$6,893.10
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| |
$1,866.07
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| |
$8,759.17
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| |
$203.63
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| |
$8,555.54
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$170,000,000
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| |
$6,893.10
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| |
$1,662.44
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| |
$8,555.54
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$203.63
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$8,351.91
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$165,000,000
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$6,893.10
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| |
$1,458.81
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| |
$8,351.91
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| |
$203.63
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| |
$8,148.28
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$160,000,000
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| |
$6,893.10
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| |
$1,255.17
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| |
$8,148.27
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| |
$203.63
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| |
$7,944.64
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$155,000,000
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| |
$6,893.10
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| |
$1,051.54
|
| |
$7,944.64
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| |
$203.63
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| |
$7,741.01
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$150,000,000
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| |
$6,893.10
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| |
$ 847.91
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| |
$7,741.01
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| |
$203.63
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| |
$7,537.38
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$145,000,000
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| |
$6,893.10
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| |
$ 685.00
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| |
$7,578.10
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$203.63
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$7,374.47
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(1)
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Based on the closing price of a share of Heartland common stock as of October 16, 2020 of $33.30, a stock exchange ratio of 207.0, and 24,554.98 shares of AIM common stock outstanding.
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(2)
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Assumes that the aggregate holdback amount is $5.0 million pursuant to the amended and restated merger agreement, which amount may increase or decrease as a result of the Reagor-Dykes litigation and the net income earned by AIM from December 1, 2020 to the closing date, if any.
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•
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a proposal to approve the AIM/AimBank merger agreement, as it may be amended from time to time, pursuant to which AIM will merge with and into AimBank, with AimBank as the surviving corporation, on and subject to the terms and conditions contained therein with the understanding that, immediately following the AIM/AimBank merger and without any further action by any of AIM, AimBank, Heartland, FB&T or the AIM shareholders, AimBank will be merged with and into FB&T, with FB&T as the surviving corporation, on and subject to the terms and conditions contained in the amended and restated merger agreement (the “AIM/AimBank merger proposal”);
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•
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a proposal to elect Buford A. Duff, Jeremy C. Ferrell, Scott L. Wade, and Kenneth D. Willmon (the “AIM director nominees”) to serve on the AIM board of directors until their successors are elected and qualified at the next annual meeting of shareholders of AIM or until their earlier death, resignation or removal from office (provided that, if the merger is completed, the separate corporate existence of AIM and AimBank will cease and the composition of FB&T’s board of directors will be modified to include Scott L. Wade and three other former members of the board of AIM or AimBank); and
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•
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a proposal to adjourn the annual meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the annual meeting to approve the AIM/AimBank merger proposal.
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Sincerely,
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/s/ Scott L. Wade
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Scott L. Wade
Chairman of the Board and Chief Executive Officer
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•
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a proposal to approve the AIM/AimBank merger agreement, as it may be amended from time to time, pursuant to which AIM will merge with and into AimBank, with AimBank as the surviving corporation, on and subject to the terms and conditions contained therein, with the understanding that, immediately following the AIM/AimBank merger and without any further action by any of AIM, AimBank, Heartland, FB&T, or the AIM shareholders, AimBank will be merged with and into FB&T, with FB&T as the surviving corporation, on and subject to the terms and conditions contained in the amended and restated merger agreement;
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•
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a proposal to elect four directors of AIM to serve until their successors are elected and qualified at the next annual meeting of shareholders of AIM or until their earlier death, resignation or removal from office (provided that, if the merger is completed, the separate corporate existence of AIM and AimBank will cease and the composition of FB&T’s board of directors will be modified to include Scott L. Wade and three other former members of the board of AIM or AimBank; and
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•
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a proposal to adjourn the annual meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the annual meeting to approve the AIM/AimBank merger proposal.
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Sincerely,
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/s/ Jeremy Ferrell
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Jeremy Ferrell
Secretary
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Q:
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What is the AIM/AimBank merger?
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A:
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AIM and AimBank entered into an Agreement and Plan of Merger on September 22, 2020 (the “AIM/AimBank merger agreement”), as it may be amended from time to time. Pursuant to the AIM/AimBank merger agreement, AIM will merge with and into AimBank, with AimBank continuing as the surviving corporation. A copy of the AIM/AimBank merger agreement is attached as Appendix A to this proxy statement/prospectus. The AIM/AimBank merger cannot be completed unless, among other things, the parties receive all necessary regulatory approvals to consummate the AIM/AimBank merger. Additionally, in order to complete the AIM/AimBank merger, the holders of at least two-thirds of the issued and outstanding shares of AIM common stock must vote “FOR” the proposal to approve the AIM/AimBank merger agreement and the AIM/AimBank merger at the annual meeting.
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Q:
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What is the FB&T/AimBank merger?
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A:
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AIM, AimBank, Heartland, FB&T, and Michael F. Epps (as the shareholder representative) entered into an Amended and Restated Agreement and Plan of Merger on October 19, 2020 (the “amended and restated merger agreement”, which, together with the AIM/AimBank merger agreement, is sometimes collectively referred to herein as the “merger agreement”) as it may be amended from time to time. Pursuant to the amended and restated merger agreement and immediately following the AIM/AimBank merger, AimBank will merge with and into FB&T, with FB&T continuing as the surviving corporation (such date and time the FB&T/AimBank merger is effective, the “closing date” and the “effective time”, respectively). A copy of the amended and restated merger agreement is attached as Appendix B to this proxy statement/prospectus. The FB&T/AimBank merger cannot be completed unless, among other things, the parties receive all necessary regulatory approvals to consummate the FB&T/AimBank merger. Additionally, the FB&T/AimBank merger is conditioned upon the approval by the AIM shareholders of the AIM/AimBank merger agreement and the AIM/AimBank merger at the annual meeting.
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Q:
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Why was the original merger agreement amended and restated?
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A:
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The amended and restated merger agreement amends and restates the agreement and plan of merger dated February 11, 2020, by between Heartland and AIM (the “original merger agreement”), pursuant to which AIM would have merged with and into Heartland. The original merger agreement was amended and restated to address certain regulatory concerns raised by the Federal Reserve Board during its review of the transaction contemplated by the original merger agreement. In response to discussions with the Federal Reserve Board, AIM and Heartland agreed that they could better serve the goals of the transaction and more easily address regulatory concerns if they adopted the two sequential mergers provided for in the AIM/AimBank merger agreement and the amended and restated merger agreement. AIM and Heartland also agreed to adjust the cash component of the merger consideration based on increases in AIM’s adjusted tangible common equity as a result of gains in AIM’s “available-for-sale” securities portfolio, an increase in AIM’s retained earnings and gains in AIM’s “held-to-maturity” securities portfolio since the date of the
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Q:
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Why am I receiving this proxy statement/prospectus in connection with the merger?
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A:
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Heartland and AIM are delivering this proxy statement/prospectus to you for two purposes. First, AIM has called the annual meeting to approve the AIM/AimBank merger proposal and to elect the AIM director nominees. 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 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.
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Q:
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When and where is the annual meeting?
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A:
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The annual meeting will be held at , at , local time, on , 2020.
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Q:
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What are AIM shareholders being asked to vote on at the annual meeting?
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A:
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AIM is soliciting proxies from its shareholders with respect to the following matters:
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•
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a proposal to approve the AIM/AimBank merger agreement, as it may be amended from time to time, pursuant to which AIM will merge with and into AimBank, with AimBank as the surviving corporation, on and subject to the terms and conditions contained therein, with the understanding that, immediately following the AIM/AimBank merger and without any further action by any of AIM, AimBank, Heartland, FB&T, or the AIM shareholders, AimBank will be merged with and into FB&T, with FB&T as the surviving corporation, on and subject to the terms and conditions contained in the amended and restated merger agreement (the “AIM/AimBank merger proposal”);
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•
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a proposal to elect Buford A. Duff, Jeremy C. Ferrell, Scott L. Wade, and Kenneth D. Willmon (the “AIM director nominees”) to serve on the AIM board of directors until their successors are elected and qualified at the next annual meeting of shareholders of AIM or until their earlier death, resignation or removal from office (provided that, if the merger is completed, the separate corporate existence of AIM and AimBank will cease and the composition of FB&T’s board of directors will be modified to include Scott L. Wade and three other former members of the board of AIM or AimBank); and
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•
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a proposal to adjourn the annual meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the annual meeting to approve the AIM/AimBank merger agreement (the “adjournment proposal”).
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Q:
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If the AIM shareholders are being asked to vote on the AIM/AimBank merger proposal, what is the purpose of electing AIM directors at the annual meeting?
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A:
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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 AIM/AimBank 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.
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Q:
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What will AIM shareholders be entitled to receive in the AIM/AimBank merger?
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A:
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If the AIM/AimBank merger is completed, AIM shareholders will be entitled to receive one share of AimBank common stock for each share of AIM common stock owned by such holders immediately prior to the effective time of the AIM/AimBank merger.
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Q:
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What will AimBank shareholders be entitled to receive in the FB&T/AimBank merger?
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A:
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If the FB&T/AimBank merger is completed, the AimBank shareholders (as former AIM shareholders), will be entitled to receive 207.0 shares of Heartland common stock (the “stock exchange ratio”) and $685.00 of cash (the “cash exchange ratio”, and together with the stock exchange ratio, the “merger consideration”) for each share of AimBank common stock owned by such holders as of the effective time (each ratio subject to adjustment as further described in this proxy statement/prospectus), plus cash in lieu of any fractional shares. For a summary of the merger consideration, see the section titled “Summary—What You Will Receive in the FB&T/AimBank merger.” The merger consideration payable as a result of the FB&T/AimBank merger may be reduced by a holdback amount, if any, to be determined on the closing date based on the status of the Reagor-Dykes litigation as of three business days prior to the closing date and the amount of net income earned by AIM from December 1, 2020 to the closing date, if any, (the “aggregate holdback amount”) as described under the section titled “The Amended and Restated Merger Agreement – the FB&T/AimBank Merger – Aggregate Holdback Amount”. As of the date of the amended and restated merger agreement, the aggregate holdback amount was $5.0 million (or $203.63 per share of AimBank common stock), which amount is subject to adjustment as described herein.
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Q:
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What is the value of the merger consideration?
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A:
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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 and certain potential adjustments to the merger consideration. Based on the closing price of a share of Heartland common stock as of October 16, 2020 of $33.30, the aggregate merger consideration was valued at approximately $218.1 million with (a) AimBank shareholders (as former AIM shareholders) receiving aggregate consideration of approximately $212.0 million, or $8,635.56 for each share of AimBank common stock and (b) holders of AimBank stock options (as former holders of AIM stock options) receiving aggregate option consideration of approximately $6.1 million. These valuations are based on the assumption that the cash exchange ratio is adjusted based on AIM's adjusted tangible common equity of approximately $172.0 million as of September 30, 2020, and before adjusting for an aggregate holdback amount of $5.0 million. As of September 30, 2020, the book value per share of AIM common stock was $7,736.11 and the tangible book value per share of AIM common stock was $6,755.28. Heartland common stock is listed on the NASDAQ Global Select Market under the symbol “HTLF.” Because the market price for Heartland common stock will fluctuate prior to the closing date of the merger, the adjusted tangible common equity of AIM may increase or decrease, and the aggregate holdback amount may increase or decrease, the value and amount, respectively, of the actual consideration you will receive may be different from the amounts described above. See the section titled “Summary—What You Will Receive in the FB&T/AimBank Merger.”
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Q:
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What will happen to AIM stock options?
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A:
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At the effective time of the AIM/AimBank merger, each option to purchase shares of AIM common stock (the “AIM stock options”) that is outstanding, vested and unexercised immediately prior to the effective time of the AIM/AimBank merger will be converted into an option to purchase shares of AimBank common stock (“AimBank stock options”), which AimBank stock options will have exactly the same terms as the AIM stock options (including the option exercise price per share), except that AimBank common stock, rather than AIM common stock, will be issued upon the exercise of the AimBank stock options.
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Q:
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What will happen to AimBank stock options?
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A:
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At the effective time of the FB&T/AimBank merger, each AimBank stock option will be canceled in exchange for the right to receive a cash payment equal to product of (a) the number of shares of AimBank common stock subject to such AimBank stock option, and (b) the excess of (i) an amount determined by (A) multiplying 207.0 (subject to adjustment) by the volume-weighted average trading prices for shares of Heartland common stock for each of the fifteen (15) consecutive trading days ending on and including the trading day immediately preceding the fifth business day preceding the closing date, rounded to three decimal places, as quoted on the NASDAQ Global Select Market on such trading day plus (B) $685.00 (subject to adjustment), less (ii) the exercise price per share of such AimBank stock option (the amount determined by the foregoing formula, the “option consideration”). If the option consideration for an AimBank stock option is a negative number, the holder of the AimBank stock option will not be entitled to any such cash payment. However, the option consideration will not be reduced by the aggregate holdback amount, if any, that may be applied to the cash component of the merger consideration.
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Q:
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Will Heartland pay cash dividends after the merger?
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A:
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Heartland paid a quarterly cash dividend of $0.20 per share of Heartland common stock in each of the first and second quarters of 2020. Heartland's ability to pay cash dividends on its common stock is largely dependent upon the cash dividends it receives from its bank subsidiaries, which are subject to regulatory restrictions on the amount of cash dividends they may pay. Although Heartland has paid quarterly dividends on its common stock without interruption for 39 years, there is no guarantee that Heartland will continue to pay dividends on its common stock or will continue to pay dividends at the same rate. All dividends on Heartland common stock are declared at the discretion of Heartland's board of directors
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Q:
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Who is entitled to vote at the annual meeting?
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A:
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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.
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Q:
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What constitutes a quorum for the annual meeting?
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A:
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The presence in person or by proxy of holders of at least a majority of the issued and outstanding shares of AIM common stock entitled to be voted at the annual meeting constitutes a quorum for the annual meeting.
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Q:
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What is the vote required to approve each proposal at the annual meeting?
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A:
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The affirmative vote of the holders of at least two-thirds of the issued and outstanding shares of AIM common stock entitled to vote is required to approve the AIM/AimBank 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 AIM/AimBank merger proposal, it will have the effect of a vote “AGAINST” the AIM/AimBank merger proposal.
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Q:
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How does the AIM board of directors recommend that I vote at the annual meeting?
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A:
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The AIM board of directors unanimously recommends that you vote “FOR” the AIM/AimBank merger proposal, “FOR” the election of the AIM director nominees and “FOR” the adjournment proposal (if it is necessary or appropriate). For a discussion of the factors considered by the AIM board of directors in reaching its decision to approve the merger agreement and the merger, see the section titled “Background and Reasons for the Merger—AIM's Reasons for the Merger.”
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Q:
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What do I need to do now?
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A:
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After you have carefully read this proxy statement/prospectus and have decided how you wish to vote your shares of AIM common stock, please indicate on the enclosed proxy card your vote and sign, date and mail your proxy card in the enclosed postage paid return envelope as soon as possible so that your shares of AIM common stock may be represented at the annual meeting.
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Q:
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Can I attend the annual meeting and vote my shares in person?
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A:
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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.
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Q:
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Can I change my vote?
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A:
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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).
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Q:
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How do I vote if I own shares through the AIM Bancshares, Inc. Employee Stock Ownership Plan (with 401(k) provisions)?
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A:
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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
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Q:
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Do I have dissenters' rights with respect to the AIM/AimBank merger?
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A:
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Yes. AIM shareholders may exercise dissenters' rights in connection with the AIM/AimBank merger. For further information, see “Summary—You Have Dissenters' Rights Under the TBOC” and “Dissenters' Rights of AIM shareholders,” which discussions are qualified by the full text of the provisions of the Texas Business Organizations Code (“TBOC”) relating to rights of dissent set forth in Appendix C to this proxy statement/prospectus.
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Q:
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Do I have dissenters' rights with respect to the FB&T/AimBank merger?
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A:
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No. The AIM shareholders who become AimBank shareholders as a result of the Aim/AimBank merger do not have dissenters' rights in connection with the FB&T/AimBank merger.
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Q:
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Have any AIM shareholders agreed to vote in favor of the AIM/AimBank merger proposal?
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A:
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Yes. Pursuant to an amended and restated shareholder voting agreement, certain holders of shares of AIM common stock have agreed to vote their shares in favor of the AIM/AimBank merger proposal. Under the terms of the amended and restated shareholder voting agreement, such shareholders have also appointed Heartland as their proxy for voting their shares of AIM common stock at the annual meeting with respect to the AIM/AimBank merger proposal. The holders of AIM common stock who have agreed to vote for the AIM/AimBank merger proposal have the right to vote, or direct the voting of, 27.9% of the outstanding shares of AIM common stock as of the record date. In the event the amended and restated merger agreement is terminated, the amended and restated shareholder voting agreement will terminate, and none of the AIM shareholders who have signed such agreement will be required to vote in favor of the AIM/AimBank merger proposal.
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Q:
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If certain AIM shareholders have entered into a shareholder voting agreement, why is my vote important?
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A:
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The percentage of shares of AIM common stock held by AIM shareholders who have signed the shareholder voting agreement is insufficient to approve the AIM/AimBank merger proposal.
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Q:
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Will AIM be required to submit the AIM/AimBank 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 AIM/AimBank merger proposal?
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A:
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Yes. Unless the amended and restated merger agreement is terminated before the annual meeting, AIM is required to submit the AIM/AimBank merger proposal to its shareholders even if AIM's board of directors has withdrawn, modified or qualified its recommendation.
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Q:
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Should I send in my AIM stock certificates now?
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A:
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No. Please do not send in your AIM stock certificates at this time or with your proxy card. If the merger is completed, Heartland's paying agent will send you instructions for exchanging AIM stock certificates for the merger consideration.
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Q:
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When do you expect to complete the merger?
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A:
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Heartland and AIM currently expect to complete the merger in the fourth quarter of 2020. However, neither Heartland nor AIM can assure you of when or if the merger will be completed. Before the AIM/AimBank merger is completed, AIM must obtain the approval of its shareholders for the AIM/AimBank merger proposal, necessary regulatory approvals must be obtained and certain other closing conditions must be satisfied. Furthermore, before the FB&T/AimBank merger is completed, necessary regulatory approvals must be obtained and certain other closing conditions must be satisfied.
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Q:
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What happens if the AIM/AimBank merger is not completed?
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A:
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If the AIM/AimBank merger is not completed, the 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 AIM/AimBank merger. Furthermore, the FB&T/AimBank merger will not be completed and AIM will remain an independent private company and AimBank will remain a wholly owned subsidiary of AIM.
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Q:
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What happens if the FB&T/AimBank merger is not completed?
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A:
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If the FB&T/AimBank merger is not completed, the holders of AimBank common stock will not receive any consideration for their shares of AimBank common stock that otherwise would have been received in connection with the FB&T/AimBank merger. Instead, AIM will remain an independent private company and AimBank will remain a wholly owned subsidiary of AIM.
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Q:
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How is the deterioration in general business and economic conditions caused by the outbreak of COVID-19 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?
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A:
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The outbreak of the novel coronavirus disease 2019 (“COVID-19”) and ensuing pandemic (the “COVID-19 pandemic”) is severely affecting Heartland and AIM and their customers, counterparties, employees and third-party providers. The severity of the COVID-19 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 the COVID-19 pandemic 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 the COVID-19 Pandemic,” and “Information about Heartland—Effect of and Response to the COVID-19 Pandemic.”
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•
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employees who can work from home have been encouraged to do so, and those employees who are working in branch offices have been placed on rotating teams to limit potential exposure to COVID-19;
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•
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all in-person events and large meetings have been canceled and replaced with virtual meetings;
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•
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employees receive an increase in time off and enhanced health care coverage relating to testing and treatments for COVID-19;
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•
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Heartland has installed and required the use of personal protective equipment in branch offices;
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•
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Heartland has implemented and extended a 20% wage premium for certain customer-facing and call center employees;
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•
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Heartland has provided direct guaranteed loans from the U.S. Small Business Administration (the “SBA”) to customers through Heartland’s participation in the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) and originated $1.2 billion of loans under the Paycheck Protection Program (“PPP”);
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•
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Heartland has participated in the CARES Act SBA loan payment and deferral program for existing SBA loans; and
|
•
|
Heartland has contributed $1.2 million to support non-profit organizations in communities served by Heartland’s subsidiary banks.
|
•
|
enabling approximately one-third of its employees to work from home and temporarily cancelling all in-person events and meetings;
|
•
|
temporarily closing most branch offices and conducting all in-person transactions at drive-through facilities;
|
•
|
providing direct SBA guaranteed loans to customers through AIM's participation in the PPP; and
|
•
|
participating in the CARES Act loan payment and deferral program sponsored by the SBA for existing loans.
|
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 either the AIM/AimBank merger, the FB&T/AimBank merger, the annual meeting or this proxy statement/prospectus, or would like additional copies of this proxy statement/prospectus or need help voting your shares of AIM common stock, please contact:
|
Adjusted
Tangible
Common
Equity
|
| |
Total Stock
Considera
tion(1)
|
| |
Stock
Considera
tion Per
Share
|
| |
Total Cash
Considera
tion
|
| |
Cash
Considera
tion
Per Share
|
| |
Total
Merger
Considera
tion
|
| |
Merger
Considera
tion Per
Share
|
| |
Aggregate
Holdback
Amount(2)
|
| |
Per
Share
Holdback
Amount
|
| |
Cash
Considera
tion Net of
Aggregate
Holdback
Amount
|
| |
Cash
Considera
tion
Per Share
Net of Per
Share
Holdback
Amount
|
$180,000,000
|
| |
$169,253,040
|
| |
$6,893.10
|
| |
$50,819,476
|
| |
$2,069.70
|
| |
$220,072,516
|
| |
$8,962.80
|
| |
$5,000,000
|
| |
$203.63
|
| |
$45,819,476
|
| |
$1,866.07
|
175,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
45,819,476
|
| |
1,866.07
|
| |
215,072,516
|
| |
8,759.17
|
| |
5,000,000
|
| |
203.63
|
| |
40,819,476
|
| |
1,662.44
|
170,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
40,819,476
|
| |
1,662.44
|
| |
210,072,516
|
| |
8,555.54
|
| |
5,000,000
|
| |
203.63
|
| |
35,819,476
|
| |
1,458.81
|
165,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
35,819,476
|
| |
1,458.81
|
| |
205,072,516
|
| |
8,351.91
|
| |
5,000,000
|
| |
203.63
|
| |
30,819,476
|
| |
1,255.17
|
160,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
30,819,476
|
| |
1,255.17
|
| |
200,072,516
|
| |
8,148.27
|
| |
5,000,000
|
| |
203.63
|
| |
25,819,476
|
| |
1,051.54
|
155,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
25,819,476
|
| |
1,051.54
|
| |
195,072,516
|
| |
7,944.64
|
| |
5,000,000
|
| |
203.63
|
| |
20,819,476
|
| |
847.91
|
150,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
20,819,476
|
| |
847.91
|
| |
190,072,516
|
| |
7,741.01
|
| |
5,000,000
|
| |
203.63
|
| |
15,819,476
|
| |
644.27
|
149,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
19,819,476
|
| |
807.18
|
| |
189,072,516
|
| |
7,700.28
|
| |
5,000,000
|
| |
203.63
|
| |
14,819,476
|
| |
603.55
|
148,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
18,819,476
|
| |
766.45
|
| |
188,072,516
|
| |
7,659.55
|
| |
5,000,000
|
| |
203.63
|
| |
13,819,476
|
| |
562.82
|
147,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
17,819,476
|
| |
725.73
|
| |
187,072,516
|
| |
7,618.83
|
| |
5,000,000
|
| |
203.63
|
| |
12,819,476
|
| |
522.09
|
146,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
16,819,476
|
| |
685.00
|
| |
186,072,516
|
| |
7,578.10
|
| |
5,000,000
|
| |
203.63
|
| |
11,819,476
|
| |
481.37
|
145,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
16,819,476
|
| |
685.00
|
| |
186,072,516
|
| |
7,578.10
|
| |
5,000,000
|
| |
203.63
|
| |
11,819,476
|
| |
481.37
|
144,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
15,819,476
|
| |
644.27
|
| |
185,072,516
|
| |
7,537.37
|
| |
5,000,000
|
| |
203.63
|
| |
10,819,476
|
| |
440.64
|
143,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
14,819,476
|
| |
603.55
|
| |
184,072,516
|
| |
7,496.65
|
| |
5,000,000
|
| |
203.63
|
| |
9,819,476
|
| |
399.91
|
142,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
13,819,476
|
| |
562.82
|
| |
183,072,516
|
| |
7,455.92
|
| |
5,000,000
|
| |
203.63
|
| |
8,819,476
|
| |
359.19
|
141,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
12,819,476
|
| |
522.09
|
| |
182,072,516
|
| |
7,415.19
|
| |
5,000,000
|
| |
203.63
|
| |
7,819,476
|
| |
318.46
|
$140,000,000
|
| |
$169,253,040
|
| |
$6,893.10
|
| |
$11,819,476
|
| |
$481.37
|
| |
$181,072,516
|
| |
$7,374.47
|
| |
$5,000,000
|
| |
$203.63
|
| |
$6,819,476
|
| |
$277.73
|
(1)
|
Based on the closing price of a share of Heartland common stock as of October 16, 2020 of $33.30, a stock exchange ratio of 207.0, and 24,554.98 shares of AIM common stock outstanding.
|
(2)
|
Assumes that the aggregate holdback amount is $5.0 million pursuant to the amended and restated merger agreement, which amount may increase or decrease as a result of the Reagor-Dykes litigation and the net income earned by AIM from December 1, 2020 to the closing date, if any.
|
•
|
approval of the AIM/AimBank merger agreement and the AIM/AimBank merger by the requisite vote of the AIM shareholders;
|
•
|
the receipt of the required federal and state regulatory approvals related to the AIM/AimBank merger and the FB&T/AimBank merger, and the lapse of all statutory or regulatory waiting periods required by such regulatory approvals;
|
•
|
the receipt of all third party consents necessary to consummate the AIM/AimBank merger, if any;
|
•
|
the AIM/AimBank merger agreement will not have been terminated; and
|
•
|
AIM and AimBank performing or complying in all material respects with all of the agreements, covenants and conditions required by the AIM/AimBank merger agreement to be performed or complied with by each of them prior to the effective time.
|
•
|
the receipt of the required federal and state regulatory approvals;
|
•
|
the absence of an injunction or other order that would impair the consummation of the FB&T/AimBank merger;
|
•
|
the absence of any governmental action that would restrain or prohibit the FB&T/AimBank merger, prohibit ownership or operation by Heartland or FB&T of a material portion of AIM’s or AimBank's businesses or assets, or require Heartland to divest any of Heartland’s, AIM’s or AimBank 's businesses or assets;
|
•
|
the consummation of the AIM/AimBank merger;
|
•
|
the effectiveness of the registration statement of which this proxy statement/prospectus is a part;
|
•
|
the performance by each party in all material respects of their obligations under the amended and restated merger agreement;
|
•
|
the receipt by AIM of a legal opinion from Fenimore, Kay, Harrison & Ford, LLP (“Fenimore”) that the Aim/AimBank merger and the FB&T/AimBank merger, whether treated collectively or, if applicable, independently, will qualify as a reorganization pursuant to Section 368(a) of the Code;
|
•
|
the employment agreement by and among Heartland, AIM, AimBank, FB&T and Scott L. Wade being in full force and effect;
|
•
|
the employment agreement by and among Heartland, AIM, AimBank, FB&T and Jeremy Ferrell being in full force and effect;
|
•
|
the total number of dissenting shares (with respect to the AIM/AimBank merger) will be no greater than 7.5% of the number of issued and outstanding shares of AIM common stock; and
|
•
|
the receipt by Heartland of (i) a letter evidencing that the aggregate amount of indebtedness owed to Interbank has been repaid in full, (ii) evidence that all liens securing any such indebtedness have been released and terminated, and (ii) all tangible collateral (including all equity certificates) securing the obligations thereunder.
|
•
|
the board of directors of AIM and AimBank mutually consent to the termination of the AIM/AimBank merger agreement;
|
•
|
if the execution of the amended and restated merger agreement has not occurred on or prior to October 31, 2020; or
|
•
|
if the amended and restated merger agreement is executed and subsequently terminated in accordance with its terms prior to the effective time of the merger.
|
•
|
the boards of directors of Heartland and AIM mutually consent to the termination of the amended and restated merger agreement;
|
•
|
there is a law or governmental order that prohibits the FB&T/AimBank merger; or
|
•
|
a governmental entity has denied the approval of the FB&T/AimBank merger on a final and non-appealable basis.
|
•
|
the FB&T/AimBank merger has not been completed by February 28, 2021, unless AIM's or AimBank’s failure to comply fully with their obligations under the amended and restated merger agreement has prevented the consummation of the FB&T/AimBank merger;
|
•
|
either Heartland or FB&T has or will have breached any of its representations, warranties or agreements in any material respect and such breach cannot be or is not cured;
|
•
|
holders of at least two-thirds of the issued and outstanding shares of AIM common stock fail to approve the AIM/AimBank merger proposal at the annual meeting;
|
•
|
AIM has entered into a merger, acquisition or other agreement to effect a superior proposal provided that AIM and its subsidiaries have complied with the provisions of the covenant not to solicit superior proposals; or
|
•
|
any of the mutual conditions or AIM's or AimBank’s conditions to complete the FB&T/AimBank merger become impossible to satisfy (other than through a failure of either AIM or AimBank to comply with its obligations under the amended and restated merger agreement).
|
•
|
the volume-weighted average trading prices for the Heartland common stock for each of the 15 consecutive trading days ending on and including the trading day immediately preceding the fifth business day preceding the closing date (the “Heartland closing date stock VWAP”) is less than $42.40 (85% of $49.88, the stock price of Heartland common stock on February 10, 2020 (the last day before the original merger agreement was executed by AIM and Heartland), the “initial Heartland stock price”); and
|
•
|
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 fifth business day preceding the closing date, to the closing value of the index on the trading day immediately prior to the date of the amended and restated merger agreement (the “index ratio”), after subtracting 0.150 from the index ratio.
|
•
|
the stock exchange ratio (207.0 shares of Heartland common stock for each share of AimBank common stock), divided by the Heartland closing date stock VWAP,
|
•
|
multiplied by $42.40 (85% of the initial Heartland stock price).
|
•
|
the FB&T/AimBank merger has not been completed by February 28, 2021, unless Heartland's or FB&T’s failure to comply fully with their obligations under the amended and restated merger agreement has prevented the consummation of the FB&T/AimBank merger;
|
•
|
Either AIM or AimBank has or will have breached any of its representations, warranties or agreements in any material respect and such breach cannot be or is not cured within 30 days after written notice of the breach is given;
|
•
|
holders of at least two-thirds of the issued and outstanding shares of AIM common stock fail to approve the AIM/AimBank merger proposal at the annual meeting; or
|
•
|
any of the mutual conditions or Heartland's or FB&T’s conditions to complete the FB&T/AimBank merger become impossible to satisfy (other than through a failure of either Heartland or FB&T to comply with its obligations under the amended and restated merger agreement).
|
•
|
the Heartland closing date stock VWAP is greater than $57.36 (115% of the initial Heartland stock price); and
|
•
|
the ratio of the Heartland closing date stock VWAP to the initial Heartland stock price is greater than the sum of the index ratio plus 0.150.
|
•
|
the stock exchange ratio (207.0 shares of Heartland common stock for each share of AimBank common stock), divided by the Heartland closing date stock VWAP,
|
•
|
multiplied by $57.36 (115% of the initial Heartland stock price).
|
•
|
by AIM because it has decided to enter into an agreement with another acquirer that has submitted a superior proposal;
|
•
|
by Heartland or FB&T if AIM has breached its agreement to call a meeting of AIM shareholders and to recommend that its shareholders approve the AIM/AimBank merger agreement at such meeting, subject to the AIM board's right under the AIM/AimBank merger agreement to change its recommendation if the AIM board determines in good faith, after consultation with counsel, that failure to change its recommendation would likely result in a breach of fiduciary duties under applicable law; or
|
•
|
by Heartland or FB&T if either AIM or AimBank has breached any of its covenants relating to solicitation of a superior proposal.
|
|
| |
As of and for the Six Months Ended
June 30, 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
|
| |
$1.36
|
| |
$639.66
|
| |
$1.57
|
| |
$324.99
|
| |
$4.14
|
| |
$846.83
|
| |
$4.14
|
| |
$856.98
|
Diluted
|
| |
$1.36
|
| |
$621.98
|
| |
$1.56
|
| |
$322.92
|
| |
$4.14
|
| |
$819.30
|
| |
$4.11
|
| |
$850.77
|
Dividends per common share
|
| |
$0.40
|
| |
$—(1)
|
| |
$0.40
|
| |
$82.80
|
| |
$0.68
|
| |
$—(1)
|
| |
$0.68
|
| |
$140.76
|
Book value per common share(2)
|
| |
$44.42
|
| |
$7,440.25
|
| |
$43.39
|
| |
$8,981.73
|
| |
$43.00
|
| |
$6,472.93
|
| |
$41.57
|
| |
$8,604.99
|
Tangible book value per common share(2)
|
| |
$31.14
|
| |
$6,444.32
|
| |
$31.14
|
| |
$6,445.98
|
| |
$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)
|
October 16, 2020
|
| |
$33.30
|
| |
$—
|
| |
$6,893.10
|
(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 the above date by the stock exchange ratio of 207.0, which is the number of shares of Heartland common stock that an AimBank shareholder (as a former AIM shareholder) would receive for each share of AimBank common stock in the FB&T/AimBank merger. Such amounts do not include the cash component of the merger consideration to be received by AimBank shareholders in the FB&T/AimBank merger. AimBank shareholders should obtain current market price quotations for shares of Heartland common stock prior to making any decisions with respect to approval of the AIM/AimBank merger proposal.
|
|
| |
For the Six Months
Ended June 30,
(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
|
| |
$264,814
|
| |
$247,724
|
| |
$514,329
|
| |
$465,820
|
| |
$363,658
|
| |
$326,479
|
| |
$265,968
|
Total interest expense
|
| |
28,157
|
| |
38,061
|
| |
80,600
|
| |
51,866
|
| |
33,350
|
| |
31,813
|
| |
31,970
|
Net interest income
|
| |
236,657
|
| |
209,663
|
| |
433,729
|
| |
413,954
|
| |
330,308
|
| |
294,666
|
| |
233,998
|
Provision for credit losses
|
| |
48,316(1)
|
| |
6,553
|
| |
16,657
|
| |
24,013
|
| |
15,563
|
| |
11,694
|
| |
12,697
|
Net interest income after provision for credit losses
|
| |
188,341
|
| |
203,110
|
| |
417,072
|
| |
389,941
|
| |
314,745
|
| |
282,972
|
| |
221,301
|
Noninterest income
|
| |
56,454
|
| |
58,778
|
| |
116,208
|
| |
109,160
|
| |
102,022
|
| |
113,601
|
| |
110,685
|
Noninterest expenses
|
| |
181,298
|
| |
163,328
|
| |
349,161
|
| |
353,888
|
| |
297,675
|
| |
279,668
|
| |
251,046
|
Income taxes
|
| |
13,326
|
| |
21,894
|
| |
34,990
|
| |
28,215
|
| |
43,820
|
| |
36,556
|
| |
20,898
|
Net income
|
| |
50,171
|
| |
76,666
|
| |
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
|
| |
$50,171
|
| |
$76,666
|
| |
$149,129
|
| |
$116,959
|
| |
$75,226
|
| |
$80,108
|
| |
$59,225
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Per Common Share Data
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net income-diluted
|
| |
$1.36
|
| |
$2.17
|
| |
$4.14
|
| |
$3.52
|
| |
$2.65
|
| |
$3.22
|
| |
$2.83
|
Cash dividends
|
| |
$0.40
|
| |
$0.32
|
| |
$0.68
|
| |
$0.59
|
| |
$0.51
|
| |
$0.50
|
| |
$0.45
|
Dividend payout ratio
|
| |
29.41%
|
| |
14.75%
|
| |
16.43%
|
| |
16.76%
|
| |
19.25%
|
| |
15.53%
|
| |
15.90%
|
Book value per common share (GAAP)
|
| |
$44.42
|
| |
$41.48
|
| |
$43.00
|
| |
$38.44
|
| |
$33.07
|
| |
$28.31
|
| |
$25.92
|
Tangible book value per common share (non-GAAP)(2)
|
| |
$31.14
|
| |
$28.40
|
| |
$29.51
|
| |
$25.70
|
| |
$23.99
|
| |
$22.55
|
| |
$20.57
|
Weighted average shares outstanding-diluted
|
| |
36,919,555
|
| |
35,295,407
|
| |
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 the COVID-19 pandemic). Heartland recorded a provision for credit losses of $21.5 million and $26.8 million during the first quarter and second quarter of 2020, respectively, primarily as a result of the economic dislocation caused by the COVID-19 pandemic.
|
(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
Six Months Ended
June 30, (Unaudited)
|
| |
As of and for the Years Ended December 31,
|
|||||||||||||||
(Dollars in thousands)
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |
2016
|
| |
2015
|
Balance Sheet Data
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Investments
|
| |
$4,252,832
|
| |
$2,681,419
|
| |
$3,435,441
|
| |
$2,715,388
|
| |
$2,492,866
|
| |
$2,131,086
|
| |
$1,878,994
|
Loans held for sale
|
| |
54,382
|
| |
34,575
|
| |
26,748
|
| |
119,801
|
| |
44,560
|
| |
61,261
|
| |
74,783
|
Total loans receivable
|
| |
9,246,830
|
| |
7,853,051
|
| |
8,367,917
|
| |
7,407,697
|
| |
6,391,464
|
| |
5,351,719
|
| |
5,001,486
|
Allowance for credit losses
|
| |
119,937
|
| |
63,850
|
| |
70,395
|
| |
61,963
|
| |
55,686
|
| |
54,324
|
| |
48,685
|
Total assets
|
| |
15,026,153
|
| |
12,160,290
|
| |
13,209,597
|
| |
11,408,006
|
| |
9,810,739
|
| |
8,247,079
|
| |
7,694,754
|
Total deposits(1)
|
| |
12,708,699
|
| |
10,108,557
|
| |
11,044,331
|
| |
9,396,429
|
| |
8,146,909
|
| |
6,847,411
|
| |
6,405,823
|
Long-term obligations
|
| |
306,459
|
| |
282,863
|
| |
275,773
|
| |
274,905
|
| |
285,011
|
| |
288,534
|
| |
263,214
|
Preferred equity
|
| |
110,705
|
| |
—
|
| |
—
|
| |
—
|
| |
938
|
| |
1,357
|
| |
81,698
|
Common stockholders' equity
|
| |
1,636,672
|
| |
1,521,787
|
| |
1,578,137
|
| |
1,325,175
|
| |
990,519
|
| |
739,559
|
| |
581,475
|
Earnings Performance Data
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Return on average total assets
|
| |
0.73%
|
| |
1.35%
|
| |
1.24%
|
| |
1.09%
|
| |
0.83%
|
| |
0.98%
|
| |
0.88%
|
Return on average common stockholders' equity
|
| |
6.32%
|
| |
11.13%
|
| |
10.12%
|
| |
9.93%
|
| |
8.63%
|
| |
11.80%
|
| |
11.92%
|
Annualized net interest margin (GAAP)
|
| |
3.81%
|
| |
4.09%
|
| |
4.00%
|
| |
4.26%
|
| |
4.04%
|
| |
3.95%
|
| |
3.80%
|
Annualized net interest margin, fully tax-equivalent (non-GAAP)(2)
|
| |
3.85%
|
| |
4.14%
|
| |
4.04%
|
| |
4.32%
|
| |
4.22%
|
| |
4.13%
|
| |
3.97%
|
Asset Quality Ratios
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Nonperforming assets to total assets
|
| |
0.66%
|
| |
0.71%
|
| |
0.66%
|
| |
0.69%
|
| |
0.76%
|
| |
0.91%
|
| |
0.67%
|
Nonperforming loans to total loans
|
| |
1.01%
|
| |
1.02%
|
| |
0.96%
|
| |
0.98%
|
| |
0.99%
|
| |
1.20%
|
| |
0.79%
|
Net loan charge-offs to average loans
|
| |
0.17%
|
| |
0.12%
|
| |
0.11%
|
| |
0.25%
|
| |
0.24%
|
| |
0.11%
|
| |
0.12%
|
Allowance for credit losses to total loans
|
| |
1.30%
|
| |
0.81%
|
| |
0.84%
|
| |
0.84%
|
| |
0.87%
|
| |
1.02%
|
| |
0.97%
|
Allowance for credit losses to nonperforming credits
|
| |
129.01%
|
| |
79.91%
|
| |
87.28%
|
| |
85.27%
|
| |
87.82%
|
| |
84.37%
|
| |
122.77%
|
Consolidated Capital Ratios
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Average equity to average assets
|
| |
11.62%
|
| |
12.10%
|
| |
12.26%
|
| |
10.94%
|
| |
9.69%
|
| |
8.53%
|
| |
8.55%
|
Average common equity to average assets
|
| |
11.60%
|
| |
12.10%
|
| |
12.26%
|
| |
10.93%
|
| |
9.68%
|
| |
8.31%
|
| |
7.35%
|
Total capital to risk-weighted assets
|
| |
15.16%
|
| |
14.76%
|
| |
13.75%
|
| |
13.72%
|
| |
13.45%
|
| |
14.01%
|
| |
13.74%
|
Tier 1 capital to risk-weighted assets
|
| |
13.34%
|
| |
13.24%
|
| |
12.31%
|
| |
12.16%
|
| |
11.70%
|
| |
11.93%
|
| |
11.56%
|
Common equity tier 1 to risk-weighted assets
|
| |
10.87%
|
| |
11.61%
|
| |
10.88%
|
| |
10.66%
|
| |
10.07%
|
| |
10.09%
|
| |
8.23%
|
Tier 1 leverage
|
| |
9.95%
|
| |
10.66%
|
| |
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 six months ended June 30, 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
Six Months Ended
June 30,
(Unaudited)
|
| |
As of and for the Years Ended December 31,
|
|||||||||||||||
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |
2016
|
| |
2015
|
Common stockholders’ equity (GAAP)
|
| |
$1,636,672
|
| |
$1,521,787
|
| |
$1,578,137
|
| |
$1,325,175
|
| |
$990,519
|
| |
$739,559
|
| |
$581,475
|
Less goodwill
|
| |
446,345
|
| |
427,097
|
| |
446,345
|
| |
391,668
|
| |
236,615
|
| |
127,699
|
| |
97,852
|
Less core deposit intangibles and customer relationship intangibles, net
|
| |
43,011
|
| |
52,718
|
| |
48,688
|
| |
47,479
|
| |
35,203
|
| |
22,775
|
| |
22,020
|
Tangible common stockholders' equity (non-GAAP)
|
| |
$1,147,316
|
| |
$1,041,972
|
| |
$1,083,104
|
| |
$886,028
|
| |
$718,701
|
| |
$589,085
|
| |
$461,603
|
Common shares outstanding
|
| |
36,844,744
|
| |
36,690,061
|
| |
36,704,278
|
| |
34,477,499
|
| |
29,953,356
|
| |
26,119,929
|
| |
22,435,693
|
Common stockholders' equity (book value) per common share (GAAP)
|
| |
$44.42
|
| |
$41.48
|
| |
$43.00
|
| |
$38.44
|
| |
$33.07
|
| |
$28.31
|
| |
$25.92
|
Tangible book value per common share (non-GAAP)
|
| |
$31.14
|
| |
$28.40
|
| |
$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
Six Months Ended
June 30,
(Unaudited)
|
| |
As of and for the Years Ended December 31,
|
|||||||||||||||
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |
2016
|
| |
2015
|
Net interest income (GAAP)
|
| |
$236,657
|
| |
$209,663
|
| |
$433,729
|
| |
$413,954
|
| |
$330,308
|
| |
$294,666
|
| |
$233,998
|
Plus tax-equivalent adjustment(1)
|
| |
2,547
|
| |
2,680
|
| |
4,929
|
| |
6,228
|
| |
15,139
|
| |
12,919
|
| |
10,216
|
Net interest income, fully tax-equivalent (non-GAAP)
|
| |
$239,204
|
| |
$212,343
|
| |
$438,658
|
| |
$420,182
|
| |
$345,447
|
| |
$307,585
|
| |
$244,214
|
Average earning assets
|
| |
$12,497,307
|
| |
$10,342,229
|
| |
$10,845,940
|
| |
$9,718,106
|
| |
$8,181,914
|
| |
$7,455,217
|
| |
$6,152,090
|
Net interest margin (GAAP)
|
| |
3.81%
|
| |
4.09%
|
| |
4.00%
|
| |
4.26%
|
| |
4.04%
|
| |
3.95%
|
| |
3.80%
|
Net interest margin, fully tax-equivalent (non-GAAP)
|
| |
3.85%
|
| |
4.14%
|
| |
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 six months ending June 30, 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.
|
•
|
an increase of $12.1 million to the allowance for credit losses related to loans, which included a reclassification of $6.0 million of purchased credit impaired loan discounts on previously acquired loans, and a cumulative-effect adjustment to retained earnings totaling $4.6 million, net of taxes of $1.5 million;
|
•
|
an increase of $13.6 million in the allowance for unfunded commitments and a cumulative-effect adjustment to retained earnings totaling $10.2 million, net of taxes of $3.4 million; and
|
•
|
established an allowance for credit losses for Heartland's held to maturity debt securities of $158,000 and a cumulative-effect adjustment to retained earnings totaling $118,000, net of taxes of $40,000.
|
•
|
increased credit losses due to financial strain on its customers as a result of the COVID-19 pandemic and governmental actions, specifically on loans to borrowers in the or that have a substantial relationship to lodging, retail trade, restaurant and bar, nursing home/assisted living, oil and gas, childcare facilities, and gaming industries, and loans to borrowers that are secured by multi-family properties or retail real estate; increased credit losses would require Heartland to increase its provision for credit losses and net charge-offs;
|
•
|
declines in collateral values;
|
•
|
further and sustained decline in Heartland’s stock price or the occurrence of what management would deem to be a triggering event that could, under certain circumstances, cause management to perform impairment testing on its goodwill or core deposit and customer relationships intangibles that could result in an impairment charge being recorded for that period, which would adversely impact Heartland’s results of operations and the ability of certain of its bank subsidiaries to pay dividends;
|
•
|
disruptions if a significant portion of Heartland’s workforce is unable to work effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the COVID-19 pandemic; Heartland has modified its business practices, including restricting employee travel, implementing work-from-home arrangements, and installing and requiring utilization of personal protection equipment and it may be necessary for Heartland to take further actions as may be required by government authorities or as it determines is in the best interests of its employees, customers and business partners; there is no certainty that such measures will be sufficient to mitigate the risks posed by COVID-19 or will otherwise be satisfactory to government authorities;
|
•
|
the negative effect on earnings resulting from Heartland’s subsidiary banks modifying loans and agreeing to loan payment deferrals due to the COVID-19 pandemic;
|
•
|
increased demand on Heartland’s liquidity as it meets borrowers’ needs and cover expenses related to the COVID-19 pandemic management plan;
|
•
|
reduced liquidity may negatively affect Heartland’s capital and leverage ratios, and although not currently contemplated, reduce or force suspension of dividends;
|
•
|
third-party disruptions, including negative effects on network providers and other suppliers, which have been, and may further be, affected by, stay-at-home orders, market volatility and other factors that increase their risks of business disruption or that may otherwise affect their ability to perform under the terms of any agreements with Heartland or provide essential services;
|
•
|
increased cyber and payment fraud risk due to increased online and remote activity; and
|
•
|
other operational failures due to changes in Heartland’s normal business practices because of the COVID-19 pandemic and governmental actions to contain it.
|
•
|
integrate the operations of AimBank with the operations of FB&T and, in the case the branch offices of AimBank located in New Mexico, with the operations of NMB&T;
|
•
|
maintain existing relationships with depositors of AimBank so as to minimize withdrawals of deposits after the merger;
|
•
|
maintain and enhance existing AimBank relationships with borrowers;
|
•
|
control the incremental noninterest expense of AimBank so as to maintain overall operating efficiencies;
|
•
|
retain and attract qualified personnel for the combined Texas bank and the combined New Mexico bank; and
|
•
|
compete effectively in the communities served by AimBank, FB&T, NMB&T and in nearby communities.
|
•
|
potential exposure to liabilities of any bank holding companies, banks or other businesses acquired;
|
•
|
the difficulty and expense of integrating the operations and personnel of any bank holding companies, banks or other businesses acquired;
|
•
|
potential dilution of existing Heartland stockholders as a result of additional equity issuances as merger consideration;
|
•
|
possible increases in leverage resulting from borrowings needed to finance an acquisition or augment regulatory capital;
|
•
|
potential disruption to Heartland's business;
|
•
|
potential diversion of the time and attention of Heartland's management; and
|
•
|
impairment of relationships with and the possible loss of key employees and customers of any bank holding companies, banks or other businesses acquired by Heartland.
|
•
|
The impact of the COVID-19 pandemic on Heartland and AIM and U.S. and global financial markets;
|
•
|
Measures enacted by the U.S. federal and state governments and adopted by private businesses in response to the COVID-19 pandemic;
|
•
|
The deterioration of the U.S. economy in general and in the local economies in which Heartland and AIM conduct their operations;
|
•
|
Increasing credit losses due to deterioration in the financial condition of its borrowers, based on declining oil prices and asset and collateral values, which may continue to increase the provision for credit losses and net charge-offs of Heartland and AIM;
|
•
|
Civil unrest in the communities that Heartland and AIM serve;
|
•
|
Levels of unemployment in the geographic areas in which Heartland and AIM operate;
|
•
|
Real estate market values in these geographic areas;
|
•
|
Future natural disasters and increases to flood insurance premiums;
|
•
|
The effects of past and any future terrorist threats and attacks, acts of war or threats thereof;
|
•
|
The level of prepayments on loans and mortgage-backed securities;
|
•
|
Legislative and regulatory changes affecting banking, tax, securities, insurance and monetary and financial matters;
|
•
|
Monetary and fiscal policies of the U.S. Government including policies of the U.S. Department of Treasury and the Federal Reserve Board;
|
•
|
The quality or composition of the loan and investment portfolios of Heartland and AIM;
|
•
|
Demand for loan products and financial services, deposit flows and competition in Heartland’s market areas;
|
•
|
Changes in accounting principles and guidelines;
|
•
|
The timely development and acceptance of products and services, including products and services offered through alternative delivery channels such as the Internet;
|
•
|
The ability of Heartland and AIM to implement technological changes as planned and to develop and maintain secure and reliable electronic delivery systems;
|
•
|
Heartland’s and AIM’s ability to retain key executives and employees; and
|
•
|
The ability of Heartland to successfully consummate acquisitions and integrate acquired operations.
|
•
|
a proposal to approve the AIM/AimBank merger agreement, as it may be amended from time to time, pursuant to which AIM will merge with and into AimBank, with AimBank as the surviving corporation, on and subject to the terms and conditions contained therein with the understanding that, immediately following the AIM/AimBank merger and without any further action by any of AIM, AimBank, Heartland, FB&T or the AIM shareholders, AimBank will be merged with and into FB&T, with FB&T as the surviving corporation, on and subject to the terms and conditions contained in the amended and restated merger agreement (the “AIM/AimBank merger proposal”);
|
•
|
a proposal to elect Buford A. Duff, Jeremy C. Ferrell, Scott L. Wade, and Kenneth D. Willmon (the “AIM director nominees”) to serve on the AIM board of directors until their successors are elected and qualified at the next annual meeting of shareholders of AIM or until their earlier death, resignation or removal from office (provided that, if the merger is completed, the separate corporate existence of AIM and AimBank will cease and the composition of FB&T’s board of directors will be modified to include Scott L. Wade and three other former members of the board of AIM or AimBank); and
|
•
|
a proposal to adjourn the annual meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the annual meeting to approve the AIM/AimBank merger proposal.
|
Name of Nominee
|
| |
Director
Since
|
| |
Age
|
| |
Title
|
Buford A. Duff
|
| |
2008
|
| |
86
|
| |
Director and Vice President
|
Jeremy C. Ferrell
|
| |
2017
|
| |
46
|
| |
Director, Secretary and Treasurer
|
Scott L. Wade
|
| |
2003
|
| |
56
|
| |
Chairman of the Board and Chief Executive Officer
|
Kenneth D. Willmon
|
| |
2003
|
| |
69
|
| |
Director and President
|
•
|
the business, operations, financial condition, earnings, prospects and bank regulatory standing of AIM and Heartland;
|
•
|
the current environment in the financial services industry in which AIM and Heartland operate, including national and regional economic conditions and the interest rate environment, including the impact that COVID-19 has had on such economic conditions and interest rate environment, increased regulatory burdens, evolving trends in technology, increasing competition, the current financial market and regulatory conditions and the likely effects of these factors on the potential growth of AIM and Heartland, development, productivity, profitability and strategic options;
|
•
|
the complementary aspects of AIM’s and Heartland’s respective businesses, including customer focus, geographic coverage, business orientation and compatibility of the companies’ management and operating styles;
|
•
|
the results that AIM could expect to obtain if it continued to operate independently, including in light of the challenges facing the financial services industry in which AIM operates as a result of COVID-19 or otherwise, and the likely benefits to shareholders of that course of action, as compared with the value of the merger consideration offered by Heartland and AIM’s belief that a transaction with Heartland would allow AIM shareholders to participate in the future performance of a combined company that would have better future prospects and economies of scale than AIM was likely to achieve on a stand-alone basis or through other strategic alternatives;
|
•
|
its belief that AIM and Heartland share a similar strategic vision;
|
•
|
the fact that the portion of the merger consideration paid in the form of Heartland common stock would allow former AIM shareholders to participate as Heartland stockholders in the growth of Heartland and in any synergies resulting from the merger;
|
•
|
the historical performance of Heartland common stock;
|
•
|
the fact that Heartland has historically paid dividends on its common stock;
|
•
|
the limited liquidity that AIM shareholders have with respect to their investment in AIM, and the fact that, as Heartland stockholders, former AIM shareholders would have increased liquidity in the form of a publicly-traded, NASDAQ-listed security;
|
•
|
the immediate liquidity to AIM shareholders, and the certainty of the amount, reflected by the cash component of the merger consideration;
|
•
|
the value of the merger consideration compared to, among other metrics, (a) the current and projected book value of AIM, (b) the historical and current operating results of AIM, (c) the estimated future operating results and financial position of AIM, including consideration of prospects for improvement in those results and financial position in both the near and long term, and (d) the consideration paid in other similar recent transactions in the industry;
|
•
|
the fact that the component of the merger consideration paid in the form of Heartland common stock is expected to be tax-free to AIM shareholders;
|
•
|
the fact that the amended and restated merger agreement provides that if AIM’s adjusted tangible common equity as of the determination date is greater than $146.0 million, the cash component of the merger consideration will be increased by the amount by which the adjusted tangible common equity is above $146.0 million without any cap on such increase, as compared to the original merger agreement, which limited the amount by which the cash component of the merger consideration could be increased to the lesser of $5.0 million and the amount by which AIM’s adjusted tangible common equity was above $148.0 million;
|
•
|
the fact that the amended and restated merger agreement provides that any unrealized gain in the securities portfolio of AimBank that is classified as “held-to-maturity” in accordance with GAAP would be included in the calculation of AIM’s adjusted tangible common equity, which the original merger agreement did not permit;
|
•
|
the fact that the amended and restated merger agreement provides that, for purposes of calculating AIM’s adjusted tangible common equity, AIM’s total stockholder’s common equity would be reduced by the tax-effected amount, if any, by which the transaction expenses exceed $8.8 million, as compared to such calculation under the original merger agreement, which provided AIM’s total stockholder’s common equity would be reduced by the tax-effected amount, if any, by which the transaction expenses exceed $8.5 million;
|
•
|
a merger with a larger bank holding company would provide the opportunity to realize economies of scale, increase efficiencies of operations and enhance the development of new products and services;
|
•
|
the terms of the merger agreement, and the presentation by AIM’s legal advisors regarding the merger and the merger agreement;
|
•
|
the financial analyses of Magstar which were presented to the AIM board and the opinion of Magstar, dated October 8, 2020, to the AIM board to the effect that, as of October 8, 2020, and subject to the assumptions, limitations and qualifications set forth in the opinion, the merger consideration was fair, from a financial point of view, to the holders of AIM common stock, as more fully described below under the section of this proxy statement/prospectus entitled “Background and Reasons for the Merger—Opinion of AIM’s Financial Advisor”;
|
•
|
the regulatory and other approvals required in connection with the merger and the likelihood that the outstanding approvals needed to complete the merger will be obtained within a reasonable time and without unacceptable conditions.
|
•
|
the significant decline in the market price of Heartland common stock since the date the original merger agreement was signed;
|
•
|
the existence of the Reagor-Dykes litigation and the amended and restated merger agreement providing that the aggregate amount of cash consideration that the AimBank shareholders receive in the FB&T/AimBank merger may be reduced by an amount equal to the aggregate holdback amount;
|
•
|
the impacts of and uncertainty surrounding the COVID-19 pandemic on Heartland, FB&T, AIM and AimBank and U.S. financial markets;
|
•
|
the potential negative impact of the announcement of the merger on AIM’s business and relations with customers, service providers and other stakeholders, whether or not the merger is completed;
|
•
|
the challenges of combining the businesses, assets and workforces of two financial institutions;
|
•
|
the potential risk of diverting management focus and resources from other strategic opportunities and from operational matters while working to implement the merger;
|
•
|
the risks and costs to AIM if the merger is not completed;
|
•
|
the fact that the merger consideration, a large component which consists of shares of Heartland common stock, provides less certainty of value to AIM shareholders compared to a transaction in which they would receive only cash consideration;
|
•
|
the potential for a further decline in the value of Heartland common stock—whether before or after consummation of the merger—reducing the value of the merger consideration received by AIM’s shareholders;
|
•
|
the provisions of the amended and restated merger agreement restricting AIM’s solicitation of third party acquisition proposals and the fact that AIM would be obligated to pay a termination fee following the termination of the amended and restated merger agreement in certain circumstances;
|
•
|
the restrictions on the conduct of AIM’s business prior to completion of the merger, which may adversely affect AIM’s ability to make certain decisions quickly and independently and may delay or prevent AIM from undertaking business opportunities that may arise pending completion of the merger;
|
•
|
the requirement that AIM submit the AIM/AimBank merger agreement to its shareholders for approval even if AIM’s board withdraws its recommendation to approve the AIM/AimBank merger agreement;
|
•
|
the fact that gain on the disposition of AIM common stock would generally be taxable to U.S. Holders for U.S. federal income tax purposes to the extent of the cash received in the merger;
|
•
|
the potential for unintended delays in the regulatory approval process; and
|
•
|
the interests of certain of AIM’s directors and executive officers in the merger that are different from, or in addition to, their interests as AIM shareholders, which are further described in the section of this proxy statement/prospectus entitled “Background and Reasons for the Merger—Interests of AIM’s Directors and Executive Officers in the Merger.”
|
•
|
reviewed a draft of the amended and restated merger agreement, dated October 8, 2020, as provided to Magstar by AIM;
|
•
|
reviewed unaudited financial statements for AIM and AimBank for the nine-month period ended September 30, 2020;
|
•
|
reviewed unaudited financial statements for Heartland and FB&T for the six-month period ended June 30, 2020;
|
•
|
reviewed audited financial statements for AIM, AimBank, and Heartland as of and for the year ended December 31, 2019;
|
•
|
reviewed certain historical annual reports of AIM, AimBank, Heartland and FB&T, including for the year ending December 31, 2019;
|
•
|
reviewed certain historical publicly available business and financial information concerning each of AIM, AimBank, Heartland and FB&T;
|
•
|
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;
|
•
|
reviewed financial projections prepared by certain members of senior management of AIM, AimBank, Heartland and FB&T;
|
•
|
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 rationale for the merger;
|
•
|
reviewed and analyzed materials detailing the merger prepared by AIM, AimBank, Heartland and FB&T and by their respective legal and financial advisors including the estimated amount and timing of the cost savings and related expenses, purchase accounting adjustments and synergies expected to result from the merger (the “synergies”);
|
•
|
assessed general economic, market and financial conditions;
|
•
|
analyzed the pro forma financial impact of the merger on the combined company's earnings, tangible book value, financial ratios and other such metrics Magstar deemed relevant, giving effect to the merger based on assumptions relating to the synergies;
|
•
|
reviewed certain S&P CapIQ consensus income and balance sheet estimates for Heartland for 2020, 2021 and 2022;
|
•
|
reviewed historical market prices and trading volumes of Heartland's common stock;
|
•
|
reviewed materials and financial information relating to Reagor-Dykes litigation provided by AIM and its legal advisors;
|
•
|
reviewed the certain publicly available financial information and stock market data related to selected public financial institutions/commercial banks that Magstar deemed relevant to Magstar's analysis;
|
•
|
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 Magstar considered relevant;
|
•
|
took into consideration Magstar's experience in other similar transactions as well as Magstar's knowledge of the banking and financial services industry; and
|
•
|
performed such other analyses and considered such other factors as Magstar have deemed appropriate.
|
Selected Transactions Group:
|
|||
Buyer (State)
|
| |
Target (State)
|
Virginia National Bankshares Corporation (VA)
|
| |
Fauquier Bankshares, Inc. (VA)
|
First Mid Bancshares, Inc. (IL)
|
| |
LINCO Bancshares, Inc. (MO)
|
Hanover Bancorp, Inc. (NY)
|
| |
Savoy Bank (NY)
|
Enterprise Financial Services Corp. (MO)
|
| |
Seacoast Commerce Banc Holdings (CA)
|
Provident Financial Services, Inc.
|
| |
SB One Bancorp (NJ)
|
•
|
the multiple of the purchase consideration to the acquired company's tangible common book value (the “Price-to-Tangible Common Book Value Multiple”);
|
•
|
the multiple of the purchase consideration to the acquired company's LTM net earnings per share (the “Price-to-LTM Earnings Multiple”); and
|
•
|
the multiple of the difference between the purchase consideration and the acquired company's tangible book value to the acquired company's core deposits (the “Premium-to-Core Deposits Multiple”).
|
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
|
| |
132%
|
| |
10.0x
|
| |
3.8%
|
Selected Transactions Group:
|
| |
|
| |
|
| |
|
Median
|
| |
121%
|
| |
10.5x
|
| |
3.3%
|
Minimum
|
| |
87%
|
| |
9.5x
|
| |
1.3%
|
Maximum
|
| |
151%
|
| |
21.0x
|
| |
16.5%
|
|
| |
Tangible
Equity/
Tangible
Assets
|
| |
Core
Deposits
|
| |
LTM
ROAA(1)
|
| |
LTM
ROAE(2)
|
| |
Efficiency
Ratio
|
| |
NPAs/
Assets(3)
|
| |
LLR/
NPLs(4)
|
AIM
|
| |
9.07%
|
| |
89.0%
|
| |
1.30%
|
| |
14.30%
|
| |
56.3%
|
| |
0.55%
|
| |
185.5%
|
Selected Transactions
Group:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Median
|
| |
8.61%
|
| |
84.4%
|
| |
1.14%
|
| |
11.33%
|
| |
68.2%
|
| |
0.89%
|
| |
93.1%
|
(1)
|
Last 12 months return on average assets. Excludes one-time gain/loss on sales of securities.
|
(2)
|
Last 12 months return on average equity. Excludes one-time gain/loss on sales of securities.
|
(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
|
| |
132%
|
| |
10.0x
|
| |
3.8%
|
DCF Analysis – Perpetuity Model
|
| |
|
| |
|
| |
|
Midpoint
|
| |
145%
|
| |
10.9x
|
| |
5.2%
|
DCF Analysis – Terminal P/E Multiple
|
| |
|
| |
|
| |
|
Midpoint
|
| |
86%
|
| |
6.5x
|
| |
-1.6%
|
DCF Analysis – Terminal P/TBV Multiple
|
| |
|
| |
|
| |
|
Midpoint
|
| |
114%
|
| |
8.6x
|
| |
1.7%
|
Banner Corporation
|
| |
Independent Bank Group, Inc.
|
Columbia Banking System, Inc.
|
| |
International Bancshares Corporation
|
Community Bank System, Inc.
|
| |
Northwest Bancshares, Inc.
|
First BanCorp.
|
| |
Renasant Corporation
|
First Financial Bancorp.
|
| |
Sandy Spring Bancorp, Inc.
|
First Interstate BancSystem, Inc.
|
| |
TowneBank
|
First Merchants Corporation
|
| |
Trustmark Corporation
|
Home BancShares, Inc.
|
| |
United Community Banks, Inc.
|
Hope Bancorp, Inc.
|
| |
WesBanco, Inc.
|
Independent Bank Corp.
|
| |
WSFS Financial Corporation
|
|
| |
Market Cap
($M)
|
| |
Price/
Tangible
Book Value
|
| |
Price/
LTM EPS
|
| |
Price/
2020E EPS
|
| |
Dividend
Yield
|
| |
YTD/Price
Change
|
| |
One Year
Total
Return
|
Heartland
|
| |
$1,236
|
| |
108%
|
| |
10.1x
|
| |
10.1x
|
| |
2.38%
|
| |
-32.5%
|
| |
-23.4%
|
Comparable Companies:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Median
|
| |
$1,527
|
| |
115%
|
| |
12.6x
|
| |
13.0x
|
| |
3.91%
|
| |
-34.1%
|
| |
-28.3%
|
Capital Bancorp, Inc.
|
| |
Meridian Corporation
|
Central Valley Community Bancorp
|
| |
MetroCity Bankshares, Inc.
|
ChoiceOne Financial Services, Inc.
|
| |
MVB Financial Corp.
|
Citizens & Northern Corporation
|
| |
Northrim BanCorp, Inc.
|
Coastal Financial Corporation
|
| |
Parke Bancorp, Inc.
|
Farmers & Merchants Bancorp, Inc.
|
| |
Premier Financial Bancorp, Inc.
|
First Bancorp, Inc.
|
| |
Red River Bancshares, Inc.
|
First Choice Bancorp
|
| |
Shore Bancshares, Inc.
|
First Western Financial, Inc.
|
| |
Timberland Bancorp, Inc.
|
FS Bancorp, Inc.
|
| |
Unity Bancorp, Inc.
|
LCNB Corp.
|
| |
Waterstone Financial, Inc.
|
Macataway Bank Corporation
|
| |
Meridian Corporation
|
|
| |
Market Cap
($M)
|
| |
Price/
Tangible
Book Value
|
| |
Price/
LTM EPS
|
| |
Price/
2020E EPS
|
| |
Dividend
Yield
|
| |
YTD/Price
Change
|
| |
One Year
Total
Return
|
Deal Value
|
| |
$219
|
| |
132%
|
| |
10.0x
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
| |
N/A
|
Comparable Companies:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Median
|
| |
$183
|
| |
102%
|
| |
8.5x
|
| |
10.2x
|
| |
3.69%
|
| |
-29.8%
|
| |
-17.1%
|
|
| |
Heartland as
a Percentage
of Total
|
| |
AIM as a
Percentage of
Total
|
Balance Sheet:
|
| |
|
| |
|
Assets
|
| |
89%
|
| |
11%
|
Gross Loans
|
| |
89%
|
| |
11%
|
Deposits
|
| |
88%
|
| |
12%
|
Tangible Common Equity
|
| |
88%
|
| |
12%
|
|
| |
|
| |
|
Net Income:
|
| |
|
| |
|
LTM Net Income
|
| |
82%
|
| |
18%
|
LTM Core Net Income(1)
|
| |
85%
|
| |
15%
|
2020 Estimated Net Income
|
| |
80%
|
| |
20%
|
2021 Estimated Net Income
|
| |
84%
|
| |
16%
|
|
| |
|
| |
|
Pro Forma Ownership:
|
| |
|
| |
|
Shares based on Theoretical 100%
Stock
|
| |
85%
|
| |
15%
|
Shares based on Amended and
Restated Merger Agreement
|
| |
88%
|
| |
12%
|
(1)
|
Excludes gain on the sale of securities.
|
|
| |
Projected Years Ending
|
||||||
(dollars in millions)
|
| |
December 31,
2020
|
| |
December 31,
2021
|
| |
December 31,
2022
|
Income Statement Highlights
|
| |
|
| |
|
| |
|
Net Interest Income
|
| |
$72,485
|
| |
$68,714
|
| |
$69,050
|
Provision for Loan Losses
|
| |
7,515
|
| |
3,500
|
| |
2,000
|
Total Noninterest Income
|
| |
16,963
|
| |
9,117
|
| |
9,386
|
Total Noninterest Expense
|
| |
46,760
|
| |
46,499
|
| |
47,869
|
Net Income before Taxes
|
| |
35,173
|
| |
27,832
|
| |
28,568
|
|
| |
Projected Years Ending
|
||||||
(dollars in millions)
|
| |
December 31,
2020
|
| |
December 31,
2021
|
| |
December 31,
2022
|
Tax Provision
|
| |
7,318
|
| |
5,845
|
| |
5,999
|
Effective Tax Rate
|
| |
21.0%
|
| |
21.0%
|
| |
21.0%
|
Net Income
|
| |
$27,855
|
| |
$21,988
|
| |
22,569
|
Preferred Stock Dividend
|
| |
—
|
| |
—
|
| |
—
|
Net Income Available for to Holders
of AIM Common Stock
|
| |
$27,855
|
| |
$21,988
|
| |
•
|
the FB&T/AimBank merger will add new markets for Heartland's banking operations in Texas and increase Heartland's presence in northeastern New Mexico;
|
•
|
after completion of the the FB&T/AimBank merger, the scale of Heartland's banking operations in west Texas will be more than doubled, and the bank resulting from merger of AimBank and FB&T will have more than $2.8 billion in assets, which will be Heartland's largest bank subsidiary;
|
•
|
the profitability of Heartland's banking operations in west Texas and New Mexico should improve due to cost savings resulting from synergies created by the merger;
|
•
|
AimBank is a profitable bank well positioned to achieve additional organic growth and growth through acquisitions;
|
•
|
following the FB&T/AimBank, Heartland expects that it will be able to retain local management of its Texas and New Mexico banking operations by keeping many of the executive officers, directors and customer relationship management personnel of AimBank, FB&T and NMB&T in place;
|
•
|
the addition of AimBank's operations to the operations of Heartland's current state bank subsidiaries is strategically attractive and has compelling financial metrics;
|
•
|
Heartland believes the acquisition of AimBank has low execution risk, particularly in view of anticipated minimal disruption to FB&T's and NMB&T's existing operations and Heartland's history of successfully executing acquisitions and integrating acquired banks;
|
•
|
Heartland and AIM complement each other because of similar community banking business models, a common focus on customer service, compatible cultures and management and operating styles that are akin;
|
•
|
the merger offers the potential for Heartland to increase the services provided to AimBank customers;
|
•
|
the FB&T/AimBank merger adds a seasoned management team, including Scott L. Wade, Chairman of the Board, Chief Executive Officer and a Director of AIM and AimBank, and Jeremy Ferrell, Secretary, Treasurer and a Director of AIM and AimBank;
|
•
|
Stephens, Inc., Heartland’s financial advisor, provided the Heartland board with financial analyses relating to the merger and delivered an opinion, dated February 10, 2020, to the board to the effect that, as of February 10, 2020, and subject to the assumptions, limitations, and qualifications set forth in the opinion, the merger consideration provided for in the original merger agreement was fair, from a financial point of view, to Heartland.
|
•
|
the FB&T/AimBank merger extends the geographic diversity of Heartland's operations, and is consistent with Heartland's objective of balancing its exposure to economic upswings and downturns in the different geographic markets it serves;
|
•
|
the FB&T/AimBank merger is expected to be accretive to Heartland's GAAP earnings per share during the 12 months following completion of the merger; and
|
•
|
the FB&T/AimBank merger is expected to enhance Heartland's long-term stockholder value.
|
•
|
a United States citizen or resident alien;
|
•
|
a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States or any state thereof or the District of Columbia;
|
•
|
an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
|
•
|
a trust if (a) it is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (b) the trust was in existence on August 20, 1996 and has a valid election in effect to be treated as a U.S. person for U.S. federal income tax purposes.
|
•
|
A U.S. Holder will recognize gain, but not loss, in an amount equal to the lesser of (a) the amount of cash received, excluding any cash received in lieu of a fractional share of Heartland common stock (the tax treatment of which is discussed below), plus, if the installment method of reporting does not apply as described in the section below titled “Tax Treatment of Aggregate Holdback Amount,” the value of the U.S. Holder’s contingent rights to receive the aggregate holdback amount, and (b) the gain realized. The gain realized is the excess, if any, of (i) the sum of the amount of cash received by the U.S. Holder in the merger (other than cash received in lieu of a fractional share of Heartland common stock), the fair market value of the Heartland common stock received, and the maximum amount of potential payments under the aggregate holdback amount, if such holdback is implemented at the time of the merger or, if the installment method of reporting does not apply, the fair market value of the U.S. Holder's contingent right to receive the aggregate holdback amount, over (ii) the U.S. Holder's adjusted tax basis in the shares of AIM common stock.
|
•
|
Any gain recognized generally will be capital gain, and will be long-term capital gain if, as of the closing date of the merger, the shares of AIM common stock were held for more than one year, unless the receipt of cash has the effect of a distribution of a dividend under the provisions of the Code (as discussed below), in which case such gain will be treated as dividend income to the extent of the U.S. Holder's ratable share of AIM’s current and accumulated earnings and profits as calculated for U.S. federal income tax purposes
|
•
|
In general, the determination of whether any gain recognized will be treated as capital gain or a dividend distribution will depend on whether, and to what extent, the merger reduces the U.S. Holder's deemed percentage stock ownership in Heartland, taking into account certain constructive ownership rules. The IRS has indicated in rulings that any reduction in the interest of a stockholder that owns a small number of shares in a publicly and widely held corporation and that exercises no control over corporate affairs would result in capital gain as opposed to dividend treatment. Because the possibility of dividend treatment depends primarily upon a U.S. Holder's particular circumstances, including the application of constructive ownership rules, U.S. Holders should consult their tax advisors regarding this possibility.
|
•
|
A U.S. Holder generally will have an aggregate tax basis in the shares of Heartland common stock received by the U.S. Holder in the merger (including any fractional share of Heartland common stock deemed received and redeemed for cash, as discussed below) equal to the U.S. Holder's aggregate adjusted tax basis in the shares of AIM common stock surrendered in the AIM/AimBank merger, reduced by the amount of cash received (other than cash received in lieu of a fractional share of Heartland common stock) plus, if the installment method of reporting does not apply, the fair market value of the contingent rights to receive the aggregate holdback amount, and increased by the amount of any gain recognized or amount treated as a dividend by the U.S. Holder (excluding any gain recognized with respect to cash received in lieu of a fractional share of Heartland common stock). The tax basis of the shares of Heartland common stock received will be reduced by the portion, if any, of the tax basis of the AIM common stock surrendered that is required to be allocated to the aggregate holdback amount if the installment method applies, as discussed below in the section titled “Tax Treatment of Aggregate Holdback Amount.”
|
•
|
The holding period of the shares of Heartland common stock received by a U.S. Holder in the merger (including any fractional share of Heartland common stock deemed received and redeemed for cash, as discussed below) will include the holding period of the shares of AIM common stock surrendered.
|
•
|
prior to the annual meeting, you must deliver to AIM written notice of your objection to the AIM/AimBank merger that (a) states that you will exercise your right to dissent if the AIM/AimBank merger proposal is approved and the AIM/AimBank merger is completed and (b) provides an address to which AIM may send a notice to you if the AIM/AimBank merger is completed;
|
•
|
you must vote your shares of AIM common stock “AGAINST” the AIM/AimBank merger proposal, either by proxy or in person, at the annual meeting;
|
•
|
you must provide to Heartland, not later than the 20th day after Heartland sends you notice that the AIM/AimBank merger was completed, your written demand for payment that states (a) the number of shares of AIM common stock you own, (b) your estimate of the fair value of such AIM common stock and (c) an address to which a notice relating to the dissent and appraisal procedures may be sent to you;
|
•
|
you must submit to Heartland, not later than the 20th day after you deliver to Heartland your written demand for payment described in the preceding bullet point, (a) if your shares are certificated, your certificates representing the shares, or (b) if your shares are uncertificated, signed assignments of the ownership interests in the shares; and
|
•
|
you must continuously hold your shares of AIM common stock from the record date through the completion of the AIM/AimBank merger.
|
•
|
approval of the AIM/AimBank merger agreement by AIM shareholders;
|
•
|
the receipt of the required federal and state regulatory approvals related to the AIM/AimBank merger and the FB&T/AimBank merger, and the lapse of all statutory or regulatory waiting periods required by such regulatory approvals;
|
•
|
the receipt of all third party consents necessary to consummate the AIM/AimBank merger, if any;
|
•
|
neither party will have terminated the AIM/AimBank merger agreement as permitted by its terms;
|
•
|
AIM and AimBank performing or complying in all material respects with all of the agreements, covenants and conditions required by the AIM/AimBank merger agreement to be performed or complied with by each of them prior to the effective time; and
|
•
|
•
|
by the mutual consent of the boards of directors of AIM and AimBank;
|
•
|
by AIM and AimBank if the execution of the amended and restated merger agreement has not occurred on or prior to October 31, 2020; or
|
•
|
if the amended and restated merger agreement is executed and subsequently terminated in accordance with its terms prior to the effective time.
|
Adjusted
Tangible
Common Equity
|
| |
Total Stock
Consideration(1)
|
| |
Stock
Consideration
Per Share
|
| |
Total Cash
Consideration
|
| |
Cash
Consideration
Per Share
|
| |
Total
Merger
Consideration
|
| |
Merger
Consideration
Per Share
|
| |
Aggregate
Holdback Amount(2)
|
| |
Per Share
Holdback
Amount
|
| |
Cash
Consideration Net
of Aggregate
Holdback Amount
|
| |
Cash
Consideration
Per Share Net
of Per Share
Holdback Amount
|
$180,000,000
|
| |
$169,253,040
|
| |
$6,893.10
|
| |
$50,819,476
|
| |
$2,069.70
|
| |
$220,072,516
|
| |
$8,962.80
|
| |
$5,000,000
|
| |
$203.63
|
| |
$45,819,476
|
| |
$1,866.07
|
175,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
45,819,476
|
| |
1,866.07
|
| |
215,072,516
|
| |
8,759.17
|
| |
5,000,000
|
| |
203.63
|
| |
40,819,476
|
| |
1,662.44
|
170,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
40,819,476
|
| |
1,662.44
|
| |
210,072,516
|
| |
8,555.54
|
| |
5,000,000
|
| |
203.63
|
| |
35,819,476
|
| |
1,458.81
|
165,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
35,819,476
|
| |
1,458.81
|
| |
205,072,516
|
| |
8,351.91
|
| |
5,000,000
|
| |
203.63
|
| |
30,819,476
|
| |
1,255.17
|
160,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
30,819,476
|
| |
1,255.17
|
| |
200,072,516
|
| |
8,148.27
|
| |
5,000,000
|
| |
203.63
|
| |
25,819,476
|
| |
1,051.54
|
155,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
25,819,476
|
| |
1,051.54
|
| |
195,072,516
|
| |
7,944.64
|
| |
5,000,000
|
| |
203.63
|
| |
20,819,476
|
| |
847.91
|
150,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
20,819,476
|
| |
847.91
|
| |
190,072,516
|
| |
7,741.01
|
| |
5,000,000
|
| |
203.63
|
| |
15,819,476
|
| |
644.27
|
149,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
19,819,476
|
| |
807.18
|
| |
189,072,516
|
| |
7,700.28
|
| |
5,000,000
|
| |
203.63
|
| |
14,819,476
|
| |
603.55
|
148,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
18,819,476
|
| |
766.45
|
| |
188,072,516
|
| |
7,659.55
|
| |
5,000,000
|
| |
203.63
|
| |
13,819,476
|
| |
562.82
|
147,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
17,819,476
|
| |
725.73
|
| |
187,072,516
|
| |
7,618.83
|
| |
5,000,000
|
| |
203.63
|
| |
12,819,476
|
| |
522.09
|
146,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
16,819,476
|
| |
685.00
|
| |
186,072,516
|
| |
7,578.10
|
| |
5,000,000
|
| |
203.63
|
| |
11,819,476
|
| |
481.37
|
145,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
16,819,476
|
| |
685.00
|
| |
185,072,516
|
| |
7,578.10
|
| |
5,000,000
|
| |
203.63
|
| |
11,819,476
|
| |
481.37
|
144,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
15,819,476
|
| |
644.27
|
| |
185,072,516
|
| |
7,537.37
|
| |
5,000,000
|
| |
203.63
|
| |
10,819,476
|
| |
440.64
|
143,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
14,819,476
|
| |
603.55
|
| |
184,072,516
|
| |
7,496.65
|
| |
5,000,000
|
| |
203.63
|
| |
9,819,476
|
| |
399.91
|
142,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
13,819,476
|
| |
562.82
|
| |
183,072,516
|
| |
7,455.92
|
| |
5,000,000
|
| |
203.63
|
| |
8,819,476
|
| |
359.19
|
141,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
12,819,476
|
| |
522.09
|
| |
182,072,516
|
| |
7,415.19
|
| |
5,000,000
|
| |
203.63
|
| |
7,819,476
|
| |
318.46
|
140,000,000
|
| |
169,253,040
|
| |
6,893.10
|
| |
11,819,476
|
| |
481.37
|
| |
181,072,516
|
| |
7,374.47
|
| |
5,000,000
|
| |
203.63
|
| |
6,819,476
|
| |
277.73
|
(1)
|
Based on the closing price of a share of Heartland common stock as of October 16, 2020 of $33.30, a stock exchange ratio of 207.0, and 24,554.98 shares of AIM common stock outstanding.
|
(2)
|
•
|
the receipt of the required federal and state regulatory approvals;
|
•
|
the absence of an injunction or other order that would impair the consummation of the FB&T/AimBank merger;
|
•
|
the absence of any law or regulation enacted or promulgated that would materially impair the consummation of the FB&T/AimBank merger;
|
•
|
the absence of any governmental action that would restrain or prohibit the FB&T/AimBank merger, prohibit ownership or operation by Heartland or FB&T of a material portion of AIM’s or AimBank's businesses or assets, or require Heartland to divest any of Heartland’s, AIM’s or AimBank’s businesses or assets;
|
•
|
no party will have terminated the amended and restated merger agreement as permitted by its terms;
|
•
|
the consummation of the AIM/AimBank merger; and
|
•
|
the effectiveness of the registration statement relating to the issuance of Heartland common stock in exchange for AimBank common stock and the listing of Heartland common stock on the NASDAQ Global Select Market or other national securities exchange.
|
•
|
the truth and correctness of Heartland's and FB&T’s representations and warranties, subject to the applicable materiality qualifications in the amended and restated merger agreement;
|
•
|
Heartland's and FB&T’s performance in all material respects of the obligations required to be performed by each under the amended and restated merger agreement;
|
•
|
no change-in-control of Heartland; and
|
•
|
the receipt by AIM of a legal opinion from Fenimore that the Aim/AimBank merger and the FB&T/AimBank merger, whether treated collectively or, if applicable, independently, will qualify as a reorganization pursuant to Section 368(a) of the Code.
|
•
|
the truth and correctness of AIM's and AimBank’s representations and warranties, subject to the applicable materiality qualifications in the amended and restated merger agreement;
|
•
|
AIM's and AimBank’s performance in all material respects of the obligations required to be performed by each under the amended and restated merger agreement;
|
•
|
AIM will have furnished to Heartland indemnification waiver agreements executed by the KSOP trustees, pursuant to which the KSOP trustees will waive any rights to indemnification from AIM, Heartland or any of their affiliates;
|
•
|
AIM will have furnished to Heartland copies of the certificate executed by the KSOP trustees stating, among other things, that the KSOP trustees have received an opinion from an independent valuation firm stating that (a) the consideration received by the KSOP pursuant to the amended and restated merger agreement for the shares of AimBank common stock held by the KSOP is not less than “adequate consideration” (as defined in the Employee Retirement Income Security Act of 1974), and (b) the terms and conditions of the amended and restated merger agreement, taken as a whole, are in the best interest of the KSOP from a financial point of view;
|
•
|
certain required third-party consents to the FB&T/AimBank merger will have been obtained and be in full force and effect;
|
•
|
no persons other than the AimBank shareholders (or former AIM shareholders) will have asserted that they are the owners of, or have the right to acquire, any capital stock in either AIM or AimBank, or are entitled to any merger consideration;
|
•
|
the Wade employment agreement will be in full force and effect;
|
•
|
the Ferrell employment agreement will be in full force and effect;
|
•
|
AimBank will have cancelled the outstanding and unexercised AimBank stock options to purchase shares of AimBank common stock;
|
•
|
AIM will have furnished each employment agreement entered into by a key employee of AimBank prior to, or simultaneously with, the execution of the amended and restated merger agreement, and all such key employee employment agreements will be in full force and effect;
|
•
|
•
|
the total number of dissenting shares (with respect to the AIM/AimBank merger) will be no greater than 7.5% of the number of issued and outstanding shares of AIM common stock; and
|
•
|
the receipt by Heartland of (i) a letter evidencing that the aggregate amount of indebtedness owed to Interbank has been repaid in full, (ii) evidence that all liens securing any such indebtedness have been released and terminated, and (iii) all tangible collateral (including all equity certificates) securing the obligations thereunder.
|
•
|
solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any “acquisition proposal” (as defined below), or take any action that would reasonably be expected to lead to an acquisition proposal;
|
•
|
furnish any information regarding AIM or any of its subsidiaries to any person in connection with or in response to an acquisition proposal or an inquiry or indication of interest that would reasonably be expected to lead to an acquisition proposal;
|
•
|
engage in discussions or negotiations with any person with respect to any acquisition proposal or that would reasonably be expected to lead to any acquisition proposal;
|
•
|
approve, endorse or recommend any acquisition proposal; or
|
•
|
enter into a letter of intent or contract contemplating or otherwise relating to any acquisition transaction.
|
•
|
notify Heartland promptly (and in any event within 24 hours) of any inquiry or indication of interest that could lead to, or any request for information relating to, an acquisition proposal and to provide Heartland with relevant information regarding the acquisition proposal or request; and
|
•
|
keep Heartland fully informed of the status of any such acquisition proposal (including any modifications or proposed modifications to such acquisition proposal).
|
•
|
the boards of directors of Heartland and AIM mutually consent to the termination of the amended and restated merger agreement;
|
•
|
there is a law or governmental order that prohibits the FB&T/AimBank merger; or
|
•
|
a governmental entity has denied the approval of the FB&T/AimBank merger on a final and non-appealable basis.
|
•
|
the FB&T/AimBank merger has not been completed by February 28, 2021, unless AIM's or AimBank’s failure to comply fully with their obligations under the amended and restated merger agreement has prevented the consummation of the FB&T/AimBank merger;
|
•
|
either Heartland or FB&T has or will have breached any of its representations, warranties or agreements in any material respect and such breach cannot be or is not cured within 30 days after written notice of the breach is given;
|
•
|
holders of at least two-thirds of the issued and outstanding shares of AIM common stock fail to approve the AIM/AimBank merger at the annual meeting;
|
•
|
AIM has entered into a merger, acquisition or other agreement to effect a superior proposal provided that AIM and its subsidiaries have complied with the provisions of the covenant not to solicit superior proposals; or
|
•
|
any of the mutual conditions or AIM's or AimBank’s conditions to complete the FB&T/AimBank merger become impossible to satisfy (other than through a failure of either AIM or AimBank to comply with its obligations under the amended and restated merger agreement).
|
•
|
the Heartland closing date stock VWAP, which is equal to the volume-weighted average trading prices for the Heartland common stock for each of the 15 consecutive trading days ending on and including the trading day immediately preceding the fifth business day preceding the closing date is less than $42.40 (85% of the initial Heartland stock price of $49.88 (the stock price of Heartland common stock on February 10, 2020 (the last day before the original merger agreement was executed by AIM and Heartland)); and
|
•
|
the ratio of the Heartland closing date stock VWAP to the initial Heartland stock price is less than the index ratio (equal to the ratio of the average of the daily closing value of the index for the 15 consecutive trading days ending on and including the trading day immediately preceding the fifth business day preceding the closing date, to the closing value of the index on the trading day immediately prior to the date of the amended and restated merger agreement), after subtracting 0.150 from the index ratio.
|
•
|
the stock exchange ratio (207.0 shares of Heartland common stock for each share of AimBank common stock), divided by the Heartland closing date stock VWAP,
|
•
|
multiplied by $42.40 (85% of the initial Heartland stock price).
|
•
|
the FB&T/AimBank merger has not been completed by February 28, 2021, unless Heartland's or FB&T’s failure to comply fully with their obligations under the amended and restated merger agreement has prevented the consummation of the FB&T/AimBank merger;
|
•
|
Either AIM or AimBank has or will have breached any of its representations, warranties or agreements in any material respect and such breach cannot be or is not cured within 30 days after written notice of the breach is given;
|
•
|
holders of at least two-thirds of the issued and outstanding shares of AIM common stock fail to approve the AIM/AimBank merger proposal at the annual meeting; or
|
•
|
any of the mutual conditions or Heartland's or FB&T’s conditions to complete the FB&T/AimBank merger become impossible to satisfy (other than through a failure of either Heartland or FB&T to comply with its obligations under the amended and restated merger agreement).
|
•
|
the Heartland closing date stock VWAP is greater than $57.36 (115% of the initial Heartland stock price); and
|
•
|
the ratio of the Heartland closing date stock VWAP to the initial Heartland stock price is greater than the sum of the index ratio plus 0.150.
|
•
|
the stock exchange ratio (207.0 shares of Heartland common stock for each share of AIM common stock), divided by the Heartland closing date stock VWAP,
|
•
|
multiplied by $57.36 (115% of the initial Heartland stock price).
|
•
|
Heartland and FB&T, on the one hand, must pay to AIM and AimBank, on the other hand, all out-of-pocket expenses incurred by AIM and AimBank in the event that either Heartland or FB&T has
|
•
|
AIM and AimBank, on the one hand, must pay to Heartland and FB&T, on the other hand, all out-of-pocket expenses incurred by Heartland or FB&T if the amended and restated merger agreement is terminated because the AIM/AimBank merger agreement has not been approved by the requisite vote of the shareholders of AIM at the annual meeting, or because either AIM or AimBank has breached a representation, warranty or agreement contained in the amended and restated merger agreement in any material respect, and such breach is not or cannot be cured in a 30-day period after written notice of such breach is given by Heartland or FB&T to AIM or AimBank, as the case may be.
|
•
|
by AIM because it has decided to enter into an agreement with another acquirer that has submitted a superior proposal;
|
•
|
by Heartland or FB&T if AIM has breached its agreement to call a meeting of AIM shareholders and to recommend that its shareholders approve the AIM/AimBank merger agreement at such meeting, subject to the AIM board's right under the AIM/AimBank merger agreement to change its recommendation if the AIM board determines in good faith, after consultation with counsel, that failure to change its recommendation would likely result in a breach of fiduciary duties under applicable law; or
|
•
|
by Heartland or FB&T if either AIM or AimBank has breached any of its covenants relating to solicitation of a superior proposal.
|
•
|
amend or propose to amend its certificate of formation or bylaws;
|
•
|
issue or sell any of its equity securities, securities convertible into or exchangeable for its equity securities, warrants, options or other rights to acquire its equity securities, or any bonds or other securities, except deposit and other bank obligations in the ordinary course of business or pursuant to the exercise of AimBank stock options outstanding as of the date of the amended and restated merger agreement in accordance with their terms;
|
•
|
redeem, purchase, acquire or offer to acquire any shares of capital stock of AIM or any of its subsidiaries;
|
•
|
split, combine or reclassify any outstanding shares of capital stock of AIM or any of its subsidiaries, or declare, set aside or pay any dividends or other distribution on any such shares of capital stock, except that AimBank may pay dividends on shares of AimBank common stock in the ordinary course of business;
|
•
|
incur any indebtedness, except in the ordinary course of business;
|
•
|
discharge or satisfy any material encumbrance on its properties or assets or pay any material liability, except in the ordinary course of business;
|
•
|
sell, assign, transfer, mortgage, pledge or subject to any lien or other encumbrance any of its assets, except in the ordinary course of business and subject to certain other exceptions;
|
•
|
cancel any material indebtedness or claims or waive any rights of material value, except in the ordinary course of business;
|
•
|
acquire (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, limited liability company, partnership, joint venture or other business organization or division or any material assets thereof, or any real estate or assets or deposits that are material to AIM or its subsidiaries, except in exchange for indebtedness previously contracted (including other real estate owned);
|
•
|
make any single or group of related capital expenditures or commitments therefor in excess of $75,000 or enter into any lease or group of related leases with the same party that involves aggregate lease payments of more than $75,000 for any individual lease or involves more than $100,000 for any group of related leases in the aggregate;
|
•
|
change its accounting methods, other than changes required by GAAP or regulatory accounting principles;
|
•
|
cancel or terminate its current insurance policies or allow any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect;
|
•
|
enter into or modify any employment, severance or similar agreements or arrangements with, or grant any compensation increases to, any director, officer or management employee, except in the ordinary course of business;
|
•
|
enter into or modify any independent contractor or consultant contract between AIM or one of its subsidiaries and an independent contractor or consultant of AIM or one of its subsidiaries, outside of the ordinary course of business in a manner that requires annual payments to such independent contractor or consultant in excess of $100,000;
|
•
|
terminate the employment of any employee of AIM or its subsidiaries, other than in the ordinary course of business;
|
•
|
terminate or amend any bonus, profit sharing, stock option, restricted stock, pension, retirement, deferred compensation, or other employee benefit plan, trust, fund, contract or arrangement for the benefit or welfare of any employees, except as contemplated under the amended and restated merger agreement or as required by law;
|
•
|
make, modify or revoke any material election with respect to taxes, consent to any waiver or extension of time to assess or collect any material taxes, file any amended returns or file any refund claim;
|
•
|
enter into or modify any contract with respect to the matters described above;
|
•
|
extend credit or enter into any contract binding AIM or any of its subsidiaries to extend credit, except in the ordinary course of business and in accordance with the lending policies of AIM or any of its subsidiaries as disclosed to Heartland, or extend credit or enter into any contract binding it to extend credit (1) in an amount in excess of $500,000 on an unsecured basis or $1,000,000 on a secured basis, in each case with respect to a single loan, or (2) to any borrower with a loan on the watch list of AIM or any of its subsidiaries , except, in each case after providing Heartland with prior written notice of such extension of credit and a copy of the loan underwriting analysis and credit memorandum and the basis of the credit decision; or
|
•
|
sell any securities in its investment portfolio, except in the ordinary course of business.
|
•
|
corporate matters, including organization, standing and power;
|
•
|
authority to execute and deliver the amended and restated merger agreement, and the absence of conflicts with, or violations of, organizational documents, contracts or laws as a result of the FB&T/AimBank merger;
|
•
|
the fact that the approval of holders of two-thirds of the issued and outstanding shares of AIM common stock are the only votes required of any holders of AIM capital stock with respect to the AIM/AimBank merger agreement and the amended and restated merger agreement;
|
•
|
the fact that other than the bank regulatory approvals, the filing of the Texas certificate of merger with the Texas Department of Banking, no other governmental authorization is necessary on the part of AIM or any of its subsidiaries;
|
•
|
capitalization;
|
•
|
ownership of AIM common stock and AimBank common stock;
|
•
|
financial statements;
|
•
|
absence of undisclosed liabilities;
|
•
|
AimBank loans, substandard loans, other real estate owned and commitments to extend credit;
|
•
|
allowance for loan and lease losses;
|
•
|
deposits;
|
•
|
reports and filings with federal and state banking authorities;
|
•
|
ownership of equity interests in AIM subsidiaries;
|
•
|
off balance sheet arrangements;
|
•
|
the correctness of its books and records;
|
•
|
the absence of material adverse changes or events since June 30, 2020;
|
•
|
the absence of certain material actions and developments since June 30, 2020;
|
•
|
ownership and leases of real and personal property;
|
•
|
intellectual property;
|
•
|
environmental matters;
|
•
|
Community Reinvestment Act compliance;
|
•
|
information security;
|
•
|
taxes;
|
•
|
contracts and commitments;
|
•
|
litigation;
|
•
|
financial advisors and brokers;
|
•
|
employee and labor matters;
|
•
|
employee benefit plans;
|
•
|
governance and administration of the KSOP;
|
•
|
insurance matters;
|
•
|
transactions with affiliates;
|
•
|
permits and compliance with laws;
|
•
|
absence of fiduciary accounts;
|
•
|
interest rate risk management instruments;
|
•
|
absence of guarantees;
|
•
|
absence of circumstances that would prevent the bank regulatory approvals being obtained;
|
•
|
the fairness opinion of Magstar;
|
•
|
compliance of securities transactions with securities laws;
|
•
|
registration obligations; and
|
•
|
recent AIM acquisitions.
|
•
|
corporate matters, including organization, standing and power;
|
•
|
authority to execute and deliver the amended and restated merger agreement and the absence of conflicts with, or violations of, organizational documents, contracts or laws as a result of the FB&T/AimBank merger;
|
•
|
validity of Heartland common stock to be issued pursuant to the FB&T/AimBank merger;
|
•
|
capitalization;
|
•
|
accuracy of filings with the SEC;
|
•
|
the absence of any material adverse change since June 30, 2020;
|
•
|
reports and filings with federal and state banking regulatory authorities, and compliance with laws;
|
•
|
Community Reinvestment Act compliance;
|
•
|
the absence of circumstances that would prevent the bank regulatory approvals being obtained;
|
•
|
the absence of any action that would cause the AIM/AimBank merger or the FB&T/AimBank merger, whether treated collectively or, if applicable, independently, to fail to qualify for the tax treatment described in this proxy statement/prospectus;
|
•
|
the absence of any litigation that would prevent, enjoin, alter or materially delay the FB&T/AimBank merger;
|
•
|
the financial ability of Heartland to complete the FB&T/AimBank merger;
|
•
|
internal controls;
|
•
|
compliance with NASDAQ rules and regulations; and
|
•
|
financial advisors and brokers.
|
•
|
enabling approximately one-third of its employees to work from home and temporarily cancelling all in-person events and meetings;
|
•
|
temporarily closing most bank lobbies and conducting all in-person transactions at drive-through facilities;
|
•
|
providing direct SBA guaranteed loans to customers through AIM's participation in the PPP; and
|
•
|
participating in the CARES Act loan payment and deferral program sponsored by the SBA for existing loans.
|
(in thousands)
|
| |
|
| |
|
| |
|
| |
Modification Types
|
Loan Category
|
| |
Balances of
Loans Modified
|
| |
Percent of
Total Category
Loans
|
| |
Interest Only
Payment
|
| |
Principal and
Interest
Payments
|
Commercial
|
| |
$139,408
|
| |
19.9%
|
| |
50.5%
|
| |
49.5%
|
Agriculture
|
| |
$4,228
|
| |
1.5%
|
| |
94.9%
|
| |
5.1%
|
Residential
|
| |
$14,860
|
| |
7.1%
|
| |
37.7%
|
| |
62.3%
|
Consumer
|
| |
$536
|
| |
3.2%
|
| |
8.6%
|
| |
91.4%
|
Total Modifications
|
| |
$159,032
|
| |
13.3%
|
| |
50.3%
|
| |
49.7%
|
(in thousands)
|
| |
June 30, 2020
|
|||
Industry
|
| |
Amount
|
| |
Percent of
Total Loans
|
Oil and Gas – Direct
|
| |
$98,333
|
| |
8.20%
|
Lodging
|
| |
$63,855
|
| |
5.32%
|
Retail Properties
|
| |
$47,631
|
| |
3.97%
|
Multi-Family
|
| |
$21,665
|
| |
1.81%
|
Restaurants
|
| |
$18,321
|
| |
1.53%
|
Nursing/Assisted Living
|
| |
$13,714
|
| |
1.14%
|
Church/Daycare
|
| |
$11,744
|
| |
0.98%
|
Retail Trade
|
| |
$—
|
| |
0.00%
|
Total
|
| |
$275,262
|
| |
22.95%
|
•
|
Any person who is known to AIM to own beneficially more than 5.0% of AIM common stock;
|
•
|
Each of AIM's directors;
|
•
|
Each of AIM's executive officers; and
|
•
|
All current executive officers and directors as a group.
|
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
|
| |
906.43(2)
|
| |
3.69%
|
Scott L. Wade
|
| |
Chairman of the Board and Chief Executive Officer
|
| |
1,901.90(3)
|
| |
7.75%
|
Kenneth D. Willmon
|
| |
Director and President
|
| |
892.50(4)
|
| |
3.73%
|
|
| |
|
| |
|
| |
|
Directors and Executive Officers, as a group (four persons)
|
| |
N/A
|
| |
4,117.83
|
| |
16.77%
|
(1)
|
Each KSOP participant has the right to direct the KSOP trustees to vote the shares allocated to the participant’s account on the AIM/AimBank 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 plan committee will determine how such shares are voted and will direct the KSOP trustee accordingly. The KSOP plan committee also has the right to direct the KSOP trustee 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, 56.43 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, 375.42 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.
|
•
|
Dubuque Bank and Trust Company, Dubuque, Iowa, is chartered under the laws of the state of Iowa.
|
•
|
Illinois Bank & Trust, Rockford, Illinois, is chartered under the laws of the state of Illinois.
|
•
|
Wisconsin Bank & Trust, Madison, Wisconsin, is chartered under the laws of the state of Wisconsin.
|
•
|
New Mexico Bank & Trust, Albuquerque, New Mexico, is chartered under the laws of the state of New Mexico.
|
•
|
Rocky Mountain Bank, Billings, Montana, is chartered under the laws of the state of Montana.
|
•
|
Arizona Bank & Trust, Phoenix, Arizona, is chartered under the laws of the state of Arizona.
|
•
|
Citywide Banks, Denver, Colorado, is chartered under the laws of the state of Colorado.
|
•
|
Minnesota Bank & Trust, Edina, Minnesota, is chartered under the laws of the state of Minnesota.
|
•
|
Bank of Blue Valley, Overland Park, Kansas, is chartered under the laws of the state of Kansas.
|
•
|
Premier Valley Bank, Fresno, California, is chartered under the laws of the state of California.
|
•
|
First Bank & Trust Company, Lubbock, Texas, is chartered under the laws of the state of Texas.
|
•
|
DB&T Insurance, Inc., a multi-line insurance agency, with one wholly-owned subsidiary. Heartland Financial USA, Inc. Insurance Services, a multi-line insurance agency with the primary purpose of providing online insurance products to consumers and small business clients in markets where Heartland conducts banking operations.
|
•
|
DB&T Community Development Corp., a community development company that partners with other entities in the development of low-income housing and historic rehabilitation projects.
|
•
|
employees who can work from home have been encouraged to do so, and those employees who are working in branch offices have been placed on rotating teams to limit potential exposure to COVID-19;
|
•
|
all in-person events and large meetings have been canceled and replaced with virtual meetings;
|
•
|
employees receive an increase in time off and enhanced health care coverage relating to testing and treatments for COVID-19;
|
•
|
Heartland has installed and required the use of personal protective equipment in branch offices;
|
•
|
Heartland has implemented and extended a 20% wage premium for certain customer-facing and call center employees;
|
•
|
Heartland has provided direct guaranteed loans from the SBA to customers through Heartland’s participation in the CARES Act and originated $1.2 billion of loans under the PPP;
|
•
|
Heartland has participated in the CARES Act SBA loan payment and deferral program for existing SBA loans; and
|
•
|
Heartland has contributed $1.2 million to support non-profit organizations in communities served by Heartland’s subsidiary banks.
|
Industry
|
| |
Total
Exposure(1)
|
| |
% of Gross
Exposure(1)
|
| |
Total
Exposure(1)
|
| |
% of Gross
Exposure(1)
|
Lodging
|
| |
$490,475
|
| |
4.38%
|
| |
$498,596
|
| |
4.47%
|
Multi-family properties
|
| |
474,610
|
| |
4.24
|
| |
436,931
|
| |
3.92
|
Retail trade
|
| |
407,030
|
| |
3.64
|
| |
367,727
|
| |
3.30
|
Retail properties
|
| |
369,782
|
| |
3.31
|
| |
408,506
|
| |
3.66
|
Restaurants and bars
|
| |
255,701
|
| |
2.29
|
| |
247,239
|
| |
2.22
|
Nursing homes/assisted living
|
| |
130,103
|
| |
1.16
|
| |
126,267
|
| |
1.13
|
Oil and gas
|
| |
63,973
|
| |
0.57
|
| |
56,302
|
| |
0.50
|
Childcare facilities
|
| |
44,968
|
| |
0.40
|
| |
48,455
|
| |
0.43
|
Gaming
|
| |
34,618
|
| |
0.31
|
| |
34,790
|
| |
0.31
|
Total
|
| |
$2,271,260
|
| |
20.30%
|
| |
$2,224,813
|
| |
19.94%
|
(1)
|
Total loans outstanding, excluding PPP loans, and unfunded commitments.
|
•
|
In early March 2020, the Federal Reserve reduced the target range of its overnight funds rate to near zero, and in September 2020, stated its intention to maintain such target range until (i) labor market
|
•
|
The CARES Act was signed into law at the end of March 2020. The CARES Act provides funding to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors through the PPP and other programs.
|
•
|
In April 2020, the Federal Reserve provided additional funding sources for small and mid-sized businesses as well as for state and local governments as they work through cash flow stresses caused by the COVID-19 pandemic.
|
•
|
shares of stock of the corporation surviving from the merger;
|
•
|
shares of stock of any other corporation which, at the closing date of the merger, will be listed on a national securities exchange, or held of record by more than 2,000 stockholders;
|
•
|
cash in lieu of fractional shares of the corporation described in either of the two above cases; or
|
•
|
any combination of the shares of stock and cash in lieu of fractional shares described in any of the three above cases.
|
•
|
Heartland's Annual Report on Form 10-K for the year ended December 31, 2019;
|
•
|
•
|
Heartland's Current Reports on Form 8-K dated April 23, 2020; May 21, 2020; June 19, 2020; June 26, 2020; July 15, 2020; July 23, 2020; and August 28, 2020;
|
•
|
Heartland's definitive Proxy Statement for its annual meeting of stockholders held on May 20, 2020; and
|
•
|
the description of Heartland's common stock and preferred share purchase rights included in its registration statements on Form 8-A filed with the SEC, including any amendment or reports filed for the purpose of updating such description, and in any other registration statement or report filed by Heartland under the Exchange Act, including any amendment or report filed for the purpose of updating such description.
|
|
| |
AIM BANCSHARES, INC.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Scott L. Wade
|
|
| |
|
| |
Scott L. Wade
Chairman of the Board and Chief Executive Officer
|
|
| |
|
| |
|
|
| |
AIMBANK
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Scott L. Wade
|
|
| |
|
| |
Scott L. Wade
Chairman of the Board, President and Chief Executive Officer
|
|
| |
|
| |
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|
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| | | | |||
| |
Definition
|
| |
Defined
|
ABFI
|
| |
4.1(b)
|
ABFI Common Stock
|
| |
4.3(c)
|
Actual Cash Consideration
|
| |
2.4
|
Affordable Care Act
|
| |
4.26(k)
|
Agreement
|
| |
Preamble
|
AIM
|
| |
Preamble
|
AIM Annual Financial Statements
|
| |
4.5(a)
|
AIM Board Recommendation
|
| |
6.2(a)
|
AIM Employees
|
| |
4.25(j)
|
AIM Financial Statements
|
| |
4.5(a)
|
AIM IT Systems
|
| |
4.20(c)
|
AIM Merger
|
| |
Recitals
|
AIM Merger Agreement
|
| |
Recitals
|
AIM Merger Closing Date
|
| |
2.2(d)
|
AIM Merger Effective Date
|
| |
2.2(d)
|
AIM Merger Effective Time
|
| |
2.2(d)
|
AIM Preferred Stock
|
| |
4.3(a)
|
AIM Regulatory Reports
|
| |
4.10
|
AIM Shareholder Meeting
|
| |
6.2(a)
|
AimBank
|
| |
Preamble
|
AimBank Annual Financial Statements
|
| |
4.5(b)
|
AimBank Common Stock
|
| |
Recitals
|
AimBank Financial Statements
|
| |
4.5(b)
|
ALLL
|
| |
4.8
|
Bank Holding Company Act
|
| |
3.1(a)
|
Bank Regulators
|
| |
4.19
|
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
|
| |
2.10
|
Closing Date
|
| |
2.10
|
Code
|
| |
Recitals
|
D&O Insurance
|
| |
6.7(b)
|
Dissenting Shareholder
|
| |
2.8(a)
|
Dissenting Shares
|
| |
2.8(a)
|
Downwardly Adjusted Cash Consideration
|
| |
2.4
|
Effective Date
|
| |
2.2(d)
|
Effective Time
|
| |
2.2(d)
|
Employment Agreements
|
| |
Recitals
|
Environmental Costs
|
| |
4.18(a)(i)
|
Environmental Law
|
| |
4.18(a)(ii)
|
Exchange Act
|
| |
3.2(b)
|
Definition
|
| |
Defined
|
Exchange Ratio
|
| |
2.3(a)
|
Expenses
|
| |
8.3
|
FB&T
|
| |
Preamble
|
FB&T Common Stock
|
| |
3.4(b)
|
FB&T Subsidiaries
|
| |
3.1(b)
|
FDIA
|
| |
3.1(b)
|
FDIC
|
| |
3.2(b)
|
Ferrell
|
| |
Recitals
|
Fractional Share Amount
|
| |
2.3(b)
|
Hazardous Materials
|
| |
4.18(a)(iii)
|
Heartland
|
| |
Preamble
|
Heartland 10-K Reports
|
| |
3.5(a)
|
Heartland 10-Q Report
|
| |
3.5(a)
|
Heartland Common Stock
|
| |
Recitals
|
Heartland Plans
|
| |
6.4(c)
|
Heartland Regulatory Reports
|
| |
3.7(a)
|
Heartland Series A Preferred Stock
|
| |
3.4(a)
|
Heartland Series B Preferred Stock
|
| |
3.4(a)
|
Heartland Series C Preferred Stock
|
| |
3.4(a)
|
Heartland Series D Preferred Stock
|
| |
3.4(a)
|
Heartland Series E Preferred Stock
|
| |
3.4(a)
|
Indemnified Party
|
| |
6.7(a)
|
Latest AIM Balance Sheet
|
| |
4.5(a)
|
Latest AimBank Balance Sheet
|
| |
4.5(b)
|
Latest Balance Sheets
|
| |
4.5(c)
|
Leased Real Property
|
| |
4.16(c)
|
Letter of Transmittal
|
| |
2.7(a)
|
List
|
| |
4.18(a)(iv)
|
Material Contracts
|
| |
4.22(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
|
| |
4.16(c)
|
Option Consideration
|
| |
2.9
|
OREO
|
| |
4.7(c)
|
Owned Real Property
|
| |
4.16(b)
|
Paying Agent
|
| |
2.7(a)
|
Prior Bank Merger Agreement
|
| |
Recitals
|
Prior Holding Company Merger Agreement
|
| |
Recitals
|
Proxy Statement/Prospectus
|
| |
6.2(b)
|
Real Property
|
| |
4.16(c)
|
Registration Statement
|
| |
6.2(b)
|
Regulatory Action
|
| |
4.18(a)(v)
|
Related AIM Statements
|
| |
4.5(a)
|
Related AimBank Statements
|
| |
4.5(b)
|
Related Financial Statements
|
| |
4.5(c)
|
Release
|
| |
4.18(a)(vi)
|
Definition
|
| |
Defined
|
Representatives
|
| |
5.8(a)
|
Required Consents
|
| |
5.6
|
Retained Earnings
|
| |
2.4(b)
|
Retention Agreements
|
| |
Recitals
|
Securities Act
|
| |
3.2(b)
|
Senior Executives
|
| |
Recitals
|
Shareholder Representative
|
| |
Preamble
|
Shareholder Representative Costs
|
| |
6.16(b)
|
Shareholder Voting Agreement
|
| |
Recitals
|
Statutory Trust Termination
|
| |
6.9
|
Stay Bonus Letters
|
| |
Recitals
|
Stay Pay Agreements
|
| |
Recitals
|
Stephens
|
| |
3.15
|
Stock Consideration
|
| |
2.3(a)
|
Surviving Corporation
|
| |
2.1
|
Termination Date
|
| |
8.1(d)(i)
|
TBOC
|
| |
2.1
|
TDB
|
| |
3.2(b)
|
Texas Certificate of Merger
|
| |
2.2(d)
|
TFC
|
| |
3.2(b)
|
Third-Party Environmental Claim
|
| |
4.18(a)(vii)
|
Upwardly Adjusted Cash Consideration
|
| |
2.4
|
Wade
|
| |
Recitals
|
|
| |
HEARTLAND FINANCIAL USA, INC.
|
||||||
|
| |
|
| |
|
| ||
|
| |
By:
|
| |
/s/ Lynn B. Fuller
|
|||
|
| |
|
| |
Name:
|
| |
Lynn B. Fuller
|
|
| |
|
| |
Title:
|
| |
Executive Operating Chairman
|
|
| |
FIRST BANK & TRUST
|
||||||
|
| |
|
| |
|
| ||
|
| |
By:
|
| |
/s/ Barry H. Orr
|
|||
|
| |
|
| |
Name:
|
| |
Barry H. Orr
|
|
| |
|
| |
Title:
|
| |
Chief Executive Officer
|
|
| |
AIM BANCSHARES, INC.
|
||||||
|
| |
|
| |
|
| ||
|
| |
By:
|
| |
/s/ Scott L. Wade
|
|||
|
| |
|
| |
Name:
|
| |
Scott L. Wade
|
|
| |
|
| |
Title:
|
| |
Chairman of the Board and Chief Executive Officer
|
|
| |
AIMBANK
|
||||||
|
| |
|
| |
|
| ||
|
| |
By:
|
| |
/s/ Scott L. Wade
|
|||
|
| |
|
| |
Name:
|
| |
Scott L. Wade
|
|
| |
|
| |
Title:
|
| |
Chairman of the Board, President and Chief Executive Officer
|
|
| |
SHAREHOLDER REPRESENTATIVE:
|
|||
|
| |
|
| |
|
|
| |
/s/ Michael F. Epps
|
|||
|
| |
Michael F. Epps,
|
|||
|
| |
solely in his capacity as the Shareholder
Representative
|
(i)
|
reviewed a draft of the Agreement dated October 8, 2020, as provided to Magstar by AIM;
|
(ii)
|
reviewed unaudited financial statements for AIM and AimBank for the nine-month period ended September 30, 2020;
|
(iii)
|
reviewed unaudited financial statements for Heartland and FB&T for the six-month period ended June 30, 2020;
|
(iv)
|
reviewed audited financial statements for AIM, AimBank, Heartland and FB&T, as of and for the year ending December 31, 2019;
|
(v)
|
reviewed certain historical annual reports of AIM, AimBank, Heartland and FB&T, including for the year ending December 31, 2019;
|
(vi)
|
reviewed certain historical publicly available business and financial information concerning each of AIM, AimBank, Heartland and FB&T;
|
(vii)
|
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;
|
(viii)
|
reviewed financial projections prepared by certain members of senior management of AIM, AimBank, Heartland and FB&T;
|
(ix)
|
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 rationale for the Merger;
|
(x)
|
reviewed and analyzed materials detailing the Merger prepared by AIM, AimBank, Heartland and FB&T and by their respective legal and financial advisors including the estimated amount and timing of the cost savings and related expenses, purchase accounting adjustments and synergies expected to result from the Merger (the “Synergies”);
|
(xi)
|
assessed general economic, market and financial conditions;
|
(xii)
|
analyzed the pro forma financial impact of the Merger on the combined company’s earnings, tangible book value, financial ratios and other such metrics we deemed relevant, giving effect to the Merger based on assumptions relating to the Synergies;
|
(xiii)
|
reviewed certain S&P CapIQ consensus income and balance sheet estimates for Heartland for 2020, 2021 and 2022;
|
(xiv)
|
reviewed historical market prices and trading volumes of Heartland’s Common Stock;
|
(xv)
|
reviewed materials and financial information relating to Reagor-Dykes Litigation provided by AIM and its legal advisors;
|
(xvi)
|
reviewed publicly available financial information and stock market data related to selected public financial institutions/commercial banks that we deemed relevant to our analysis;
|
(xvii)
|
reviewed the terms of post-COVID-19 merger, acquisition and control investment transactions, to the extent publicly available, involving financial institutions and financial institution holding companies that we considered relevant;
|
(xviii)
|
taken into consideration our experience in other similar transactions as well as our knowledge of the banking and financial services industry; and
|
(xix)
|
performed such other analyses and considered such other factors as we have deemed appropriate.
|
|
| |
Sincerely,
|
|
| |
|
|
| |
MAGSTAR CAPITAL, LLC
|
|
| |
|
Item 20.
|
Indemnification of Directors and Officers.
|
Item 21.
|
Exhibits and Financial Statement Schedules.
|
Number
|
| |
Description
|
| |
Amended and Restated Agreement and Plan of Merger, dated as of October 19, 2020, among Heartland Financial USA, Inc., First Bank & Trust, AIM Bancshares, Inc., AimBank, and Michael F. Epps, as the Shareholder Representative (incorporated by reference to Appendix B to the proxy/statement prospectus contained in this amended registration statement)
|
|
| |
Certificate of Incorporation of Heartland Financial USA, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q filed on November 10, 2008)
|
|
| |
Amendment to Certificate of Incorporation of Heartland Financial USA, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q filed on August 10, 2009)
|
|
| |
Amendment to Certificate of Incorporation of Heartland Financial USA, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q filed on August 6, 2015)
|
|
| |
Amendment to Certificate of Incorporation of Heartland Financial USA, Inc. (incorporated by reference to Exhibit 3.4 to the Registrant's Amendment No. 2 to it Form S-4 Registration Statement filed on May 18, 2017)
|
|
| |
Bylaws of Heartland Financial USA, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K filed on March 15, 2004)
|
|
| |
Opinion of Dorsey & Whitney LLP with respect to legality*
|
|
| |
Opinion of Fenimore, Kay, Harrison & Ford, LLP with respect to tax matters*
|
|
| |
Employment Agreement, dated as of February 11, 2020, by and among Heartland Financial USA, Inc., First Bank & Trust, AIM Bancshares, Inc., AimBank and Scott L. Wade**
|
Number
|
| |
Description
|
| |
Employment Agreement, dated February 11, 2020, by and among Heartland Financial USA, Inc., First Bank & Trust, AIM Bancshares, Inc., AimBank and Jeremy Ferrell**
|
|
| |
Amended and Restated Shareholder Voting Agreement, dated as of October 19, 2020, by and among Heartland Financial USA, Inc. First Bank & Trust, AIM Bancshares, Inc., AimBank, and Certain Shareholders of AIM Bancshares, Inc.*
|
|
| |
Consent of KPMG LLP*
|
|
| |
Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
|
|
| |
Consent of Fenimore, Kay, Harrison & Ford, LLP (included in Exhibit 8.1)
|
|
| |
Consent of Magstar Capital, LLC*
|
|
| |
Power of Attorney**
|
|
| |
Form of proxy card for holders of AIM Bancshares, Inc. Common Stock*
|
*
|
Filed herewith.
|
**
|
Previously Filed
|
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 effectiveness or the date of the first contract of sale of the securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
(5)
|
That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement 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.
|
(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/ Jay L. Kim
|
|
| |
|
| |
Executive Vice President, General Counsel, and Secretary
|
Signature
|
| |
Title
|
/s/ Bruce K. Lee*
|
| |
President, Chief Executive Officer (principal executive officer and duly authorized officer), and Director
|
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/ Lynn B. Fuller*
|
| |
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/ Jennifer K. Hopkins*
|
| |
Director
|
Jennifer K. Hopkins
|
| |
|
|
| |
|
/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/ John K. Schmidt*
|
| |
Director
|
John K. Schmidt
|
| |
|
Very truly yours,
/s/ Dorsey & Whitney LLP |
|
812 SAN ANTONIO STREET
SUITE 600 AUSTIN, TEXAS 78701 |
|
TEL
|
512 • 583 • 5900
|
|
FAX
|
512 • 583 • 5940
|
Very truly yours,
|
|
/s/ Fenimore, Kay, Harrison & Ford, LLP | |
Fenimore, Kay, Harrison & Ford, LLP
|
HEARTLAND:
|
||
HEARTLAND FINANCIAL USA, INC.
|
||
By:
|
/s/ Lynn B. Fuller
|
|
Name:
|
Lynn B. Fuller
|
|
Title:
|
Executive Operating Chairman
|
FB&T:
|
||
FIRST BANK & TRUST.
|
||
By:
|
/s/ Barry H. Orr
|
|
Name:
|
Barry H. Orr
|
|
Title:
|
Chief Executive Officer
|
AIM:
|
||
AIM BANCSHARES, INC.
|
||
By:
|
/s/ Scott L. Wade
|
|
Name:
|
Scott L. Wade
|
|
Title:
|
Chairman of the Board and Chief Executive Officer
|
AIMBANK:
|
||
AIMBANK
|
||
By:
|
/s/ Scott L. Wade
|
|
Name:
|
Scott L. Wade
|
|
Title:
|
Chairman of the Board, President and Chief Executive Officer
|
SHAREHOLDERS:
|
||
/s/ Scott L. Wade
|
||
Name:
|
Scott L. Wade
|
|
Address:
|
c/o AIM Bancshares, Inc.
|
|
110 College Avenue
|
||
Levelland, Texas 79336
|
||
Telephone:
|
(806) 897-4310
|
|
E-Mail:
|
swade@aim.bank
|
|
Shares Beneficially Owned: 1,850.96
|
/s/ Jeremy Ferrell
|
||
Name:
|
Jeremy Ferrell
|
|
Address:
|
c/o AIM Bancshares, Inc.
|
|
110 College Avenue
|
||
Levelland, Texas 79336
|
||
Telephone:
|
(806) 897-4330
|
|
E-Mail:
|
jferrell@aim.bank
|
|
Shares Beneficially Owned: 855.49
|
/s/ Buford Duff
|
||
Name:
|
Buford Duff
|
|
Address:
|
1317 Maple Dr.
|
|
Bedford, Texas 76021
|
||
Telephone:
|
(806) 894-7324
|
|
E-Mail:
|
bufordduff@gmail.com
|
|
Shares Beneficially Owned: 417
|
/s/ Kenny Willmon
|
||
Name:
|
Kenny Willmon
|
|
Address:
|
c/o AIM Bancshares, Inc.
|
|
110 College Avenue
|
||
Levelland, Texas 79336
|
||
Telephone:
|
(806) 894-7324
|
|
E-Mail:
|
kdwillmon@gmail.com
|
|
Shares Beneficially Owned: 792.50
|
/s/ Jay Lee
|
||
Name:
|
Jay Lee
|
|
Address:
|
c/o AIM Bancshares, Inc.
|
|
110 College Avenue
|
||
Levelland, Texas 79336
|
||
Telephone:
|
(806) 897-4380
|
|
E-Mail:
|
jlee@aim.bank
|
|
Shares Beneficially Owned: 120
|
SHAREHOLDERS:
|
||
/s/ Jonathan Hill
|
||
Name:
|
Jonathan Hill
|
|
Address:
|
6502 Slide Rd. Ste. 110
|
|
Lubbock, Texas 79424
|
||
Telephone:
|
(806) 401-8901
|
|
E-Mail:
|
jhill@aim.bank
|
|
Shares Beneficially Owned: 318.60
|
/s/ Chris Thompson
|
||
Name:
|
Chris Thompson
|
|
Address:
|
7281 Tres Hermanas Blvd.
|
|
Odessa, Texas 79765
|
||
Telephone:
|
(432) 617-9109
|
|
E-Mail:
|
cthompson@aim.bank
|
|
Shares Beneficially Owned: 1,078.80
|
/s/ Chad Alexander
|
||
Name:
|
Chad Alexander
|
|
Address:
|
c/o AIM Bancshares, Inc.
|
|
110 College Avenue
|
||
Levelland, Texas 79336
|
||
Telephone:
|
(806) 790-0364
|
|
E-Mail:
|
calexander@aim.bank
|
|
Shares Beneficially Owned: 462.59
|
/s/ Mike Epps
|
||
Name:
|
Mike Epps
|
|
Address:
|
c/o AIM Bancshares, Inc.
|
|
110 College Avenue
|
||
Levelland, Texas 79336
|
||
Telephone:
|
(806) 568-3980
|
|
E-Mail:
|
mepps@aim.bank
|
|
Shares Beneficially Owned: 175.85
|
/s/ Fred Locker
|
||
Name:
|
Fred Locker
|
|
Address:
|
P.O. Box 68
|
|
Muleshoe, Texas 79347
|
||
Telephone:
|
(806) 272-3534
|
|
E-Mail:
|
agaviationinc@gmail.com
|
|
Shares Beneficially Owned: 246
|
SHAREHOLDERS:
|
||
/s/ Eddie Hedges
|
||
Name:
|
Eddie Hedges
|
|
Address:
|
10304 York Ave
|
|
Lubbock, Texas 79424
|
||
Telephone:
|
(806) 701-1078
|
|
E-Mail:
|
eddie.hedges@yahoo.com
|
|
Shares Beneficially Owned: 59
|
/s/ Robert E. Finney
|
||
Name:
|
Robert E. Finney
|
|
Address:
|
9017 Perimeter Street
|
|
Denton, Texas 76207
|
||
Telephone:
|
(806) 252-1328
|
|
E-Mail:
|
robertefinney@icloud.com
|
|
Shares Beneficially Owned: 41
|
/s/ Troy Allcorn
|
||
Name:
|
Troy Allcorn
|
|
Address:
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P.O. Box 471
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Olton, Texas 79064
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Telephone:
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(806) 285-3067
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E-Mail:
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tpcattle@fivearea.com
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Shares Beneficially Owned: 97
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/s/ Alan Henry
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Name:
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Alan Henry
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Address:
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3407 19th Street
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Lubbock, Texas 79410
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Telephone:
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(806) 792-3771
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E-Mail:
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alan@alanhenry.com
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Shares Beneficially Owned: 38
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/s/ Paula Bell
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Name:
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Paula Bell
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Address:
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P.O. Box 493
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Littlefield, Texas 79339
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Telephone:
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(806) 638-2177
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E-Mail:
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pb2219@yahoo.com
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Shares Beneficially Owned: 144
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To vote in the AIM Bancshares, Inc. annual meeting, please mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to:
Jeremy Ferrell
Corporate Secretary
AIM Bancshares, Inc.
110 College Avenue, Levelland, Texas 79336
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☐
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FOR
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☐
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AGAINST
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☐
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ABSTAIN
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☐
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FOR ALL NOMINESS
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☐
|
AGAINST ALL NOMINESS
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|
☐
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FOR ALL NOMINEES, EXCEPT FOR THE FOLLOWING NOMINEES:
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|||
☐
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FOR
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☐
|
AGAINST
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☐
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ABSTAIN
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Signature
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Date
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Signature (Joint Owners)
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Date
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Print Name
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Print Name
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