Benzinga | Jun 7, 2021 04:14PM EDT

HBT Financial, Inc. To Acquire NXT Bancorporation; NXT Shareholders To Receive 67.6783 Shares Of HBT Common Stock And $400 In Cash For Each Share Of NXT

HBT Financial, Inc. (NASDAQ:HBT) ("HBT" or "HBT Financial"), the holding company for Heartland Bank and Trust Company ("Heartland Bank"), and NXT Bancorporation, Inc. ("NXT"), the holding company for NXT Bank, today jointly announced the signing of a definitive agreement pursuant to which HBT will acquire NXT and NXT Bank. The acquisition will expand HBT's footprint into Iowa.



NXT Bank is a community bank serving markets in Eastern Iowa with a relationship-based approach. Offering commercial, agricultural, real estate and consumer loans along with a full range of depository products, NXT Bank had $241 million in assets, $198 million in loans, and $184 million in deposits as of March 31, 2021.

The transaction has been unanimously approved by each company's board of directors and is expected to close in the fourth quarter of 2021. It is subject to NXT shareholder approval, regulatory approvals, and other customary closing conditions. Upon closing, Nathan Koch, currently NXT Bank's President and CEO, will join Heartland Bank as the Iowa Market President.

Fred Drake, Chairman and CEO of HBT Financial, said, "Nate Koch has done an excellent job as president of NXT Bank. We look forward to working with him and the NXT team to make this merger a success. NXT is located in very nice communities in Eastern Iowa, and we are excited about serving the area. I think Nate and Roger Baker deserve a lot of credit for growing NXT and building a true community bank. The community bank model fits perfectly with Heartland Bank. It should be a great combination and build on each of our strengths."

Nathan Koch commented, "NXT Bank has an outstanding team of bankers, and we're excited to join with Heartland Bank to bring a broader line of financial services to our commercial and retail customers and to have the additional resources and expertise to expand our business."

Roger Baker, Chairman and president of NXT, added "We believe that joining Heartland Bank provides the best opportunity for the continued success of our shareholders, clients, and employees. Heartland has a long history of demonstrated success and we couldn't be more pleased to join forces."

It is anticipated NXT Bank will be merged with and into Heartland Bank at a date following the completion of the acquisition of NXT. At the time of the bank merger, NXT Bank branches will become branches of Heartland Bank. Based on the financial results as of March 31, 2021, the combined company would have had pro forma total assets of $4.1 billion, total loans of $2.5 billion, and total deposits of $3.5 billion.

Transaction Information

Under the terms of the merger agreement, NXT's shareholders will have the right to receive 67.6783 shares of HBT's common stock and $400.00 in cash for each share of common stock of NXT, representing approximately 75% stock and 25% cash consideration. Based upon the closing price of HBT common stock of $17.86 on June 4, 2021, the implied per share purchase price is $1,608.73 with an aggregate transaction value of approximately $42.8 million. Upon closing of the transaction, shareholders of NXT are expected to hold approximately 6.2% of HBT's outstanding common stock.

The estimated transaction value represents a 1.34 multiple of NXT's tangible book value as of March 31, 2021 and an 18.0 multiple of NXT's earnings for the twelve months ended March 31, 2021.