HBT Financial, Inc. acquires NXT Bancorporation, Inc.

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BLOMINGTON, IL and CEDAR RAPIDS, Iowa, June 7, 2021 (GLOBE NEWS) – HBT Financial, Inc. (NASDAQ:HBT) (“HBT” or “HBT Financial”), a holding company of 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 under which HBT will acquire NXT and NXT Bank. The acquisition will expand HBT’s presence in Iowa.

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

The deal was unanimously approved by the board of directors of each company and is expected to be completed in the fourth quarter of 2021. It requires NXT shareholder approval, regulatory approval and other normal closing conditions. Following the closure, Nathan Koch, currently President and CEO of NXT Bank, will join Heartland Bank as President of the Iowa Market.

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 good areas of Eastern Iowa, and we are very pleased to serve the area. I think Nate and Roger Baker deserve a lot of credit for developing NXT and building a true community bank. The public bank model is perfect for Heartland Bank. It has to be a great mix based on each of our strengths. “

Nathan Koch commented, “NXT Bank has an outstanding team of bankers and we are delighted to join Heartland Bank to provide a broader range of financial services to our commercial and retail clients, as well as additional resources and expertise to expand our business. … “

Roger Baker, Chairman and President of NXT, added: “We believe that joining Heartland Bank represents the best opportunity for the continued success of our shareholders, customers and employees. Heartland has a long history of proven success and we are delighted to be joining forces. “

NXT Bank is expected to be merged with Heartland Bank following the completion of the NXT acquisition. At the time of the merger, the branches of NXT Bank will become branches of Heartland Bank. Based on financial results as of March 31, 2021, the combined company would have preliminary total assets of $ 4.1 billion, total loans of $ 2.5 billion and total deposits of $ 3.5 billion.

Transaction information

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

The estimated transaction value represents 1.34 times the tangible carrying amount of NXT as at 31 March 2021 and 18.0 times the profit of NXT for the twelve months ended 31 March 2021.

Advisors

Kirkland & Ellis LLP acted as legal advisor and Piper Sandler & Co. – financial advisor to HBT. Vedder Price PC was a legal advisor and D.A. Davidson is a financial advisor to NXT.

About HBT Financial, Inc.

HBT Financial, Inc. headquartered in Bloomington, Illinois, is the holding company of the Heartland Bank and Trust Company. The bank provides a full range of business, commerce, wealth management and retail banking products and services to individuals, businesses and municipalities in Central and Northeastern Illinois through 62 branch offices. As of March 31, 2021, HBT’s total assets were $ 3.9 billion, total loans were $ 2.3 billion, and total deposits were $ 3.4 billion. HBT is a long-standing company in Central Illinois with banking roots dating back to 1920.

About NXT Bank

NXT Bank is a privately held, local commercial bank headquartered in Central City, Iowa that currently serves East Iowa. At the close of the transaction, NXT Bank is expected to have 4 branches in Central City, Marion, Waterloo and Coralville. Founded in 1946 as City State Bank, the Bank changed its name to NXT Bank in connection with the Bank’s acquisition of five branches in Eastern Iowa in 2013 from another Iowa financial institution.

Special note on forward-looking statements

Certain statements in this press release regarding the proposed transaction, including any statements regarding the expected completion schedule, results, effects and benefits of the proposed transaction, future opportunities, and any other statements regarding future expectations, beliefs, plans, goals, financial conditions, assumptions, future events or figures that are not historical facts are “forward-looking” statements based on assumptions that are currently believed to be valid. The words “expect,” “believe,” “expect,” “if,” “evaluate,” “will,” “potential,” and similar expressions, or other words with a similar meaning and negation thereof, are intended to indicate the future -see statements. Specific forward-looking statements include statements regarding the completion of the proposed transaction and the expected growth opportunities from the proposed transaction. Forward-looking statements are intended to be subject to the provisions of Section 27A of the Securities Act of 1933, Section 21E of the Stock Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.

These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expected, including, but not limited to, the possibility that NXT shareholders may not approve the merger agreement; the risk that the condition for closing the proposed transaction may not be met, that either party may terminate the merger agreement, or that the closure of the proposed transaction may be delayed or not at all; potential adverse reactions or changes in business or employee relationships, including as a result of the announcement or completion of a transaction; diversion of managerial time to issues related to transactions; the final timeline, outcome and results of the integration of NXT operations into HBT operations; the impact of the merger on HBT’s future financial condition, results of operations, strategy and plans; and regulatory approval of the transaction.

Additional factors that could cause results to differ materially from those described above can be found in HBT’s Form 10-K Annual Report for the year ended December 31, 2020 and subsequently submitted quarterly Form 10-Q reports. as well as in other documents. HBT files to the Securities and Exchange Commission (“SEC”), each of which is on the SEC file and available on the HBT website at https://ir.hbtfinancial.com.

All forward-looking statements are valid only as of the date they are made and are based on information available at that time. Neither HBT nor NXT undertakes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date on which the forward-looking statements were made, or to reflect the occurrence of unforeseen events, except as required by federal securities laws. Because forward-looking statements involve significant risks and uncertainties, care should be taken not to place undue reliance on such statements.

Important information and where to find it

In connection with the proposed transaction, HBT and NXT intend to file materials with the SEC, including the HBT Form S-4 Registration Application (“Registration Application”), which will include a joint proxy statement / prospectus between HBT and NXT. After the SEC declares the registration statement to be effective, HBT and NXT intend to send the final statement / prospectus to NXT shareholders by mail. This press release does not replace the Proxies Joint Statement / Prospectus, Registration Statement, or any other document that HBT or NXT may file with the SEC and send to NXT shareholders in connection with the proposed transaction. SHAREHOLDERS NXT urge you to thoroughly and carefully read the joint statement and a registration statement / prospectus, each can be changed or extra time AND OTHER RELEVANT DOCUMENTS TO BY HB THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HBT, NXT, the proposed transaction, ASSOCIATED RISKS AND RELATED QUESTIONS.

Investors will be able to obtain free copies of the Registration Statement and Joint Proxy Statement / Prospectus as each may be amended from time to time, as well as other relevant documents filed by HBT and NXT with the SEC (when available) via the web. website. maintained by the Securities and Exchange Commission at www.sec.gov. Copies of documents filed by HBT with the SEC will be available free of charge on the HBT website at https://ir.hbtfinancial.com or by contacting HBT Investor Relations at HBTIR@hbtbank.com.

Participants in the power of attorney request

HBT, NXT and their respective directors, as well as some of their executive officers, as well as other members of management and employees, may be considered as participants in accordance with the rules of the US Securities and Exchange Commission in requesting proxies from NXT shareholders in connection with a proposed transaction. Information about HBT’s executive officers and directors is included in the final proxy statement for the 2021 AGM filed with the SEC on April 7, 2021. Information about the executive officers and directors of NXT and additional information about persons who may be considered members and their direct and indirect interests, in the form of securities or otherwise, will be set out in the Registration Application, Joint Proxy / Prospectus Statement and other materials. when they are filed with the SEC in connection with a proposed transaction. Free copies of these documents can be obtained as described in the paragraphs above.

No suggestions or motions

The messages in this press release do not constitute an offer to sell or a solicitation for an offer to subscribe or buy any securities, or a solicitation for any vote or approval in relation to a proposed transaction or otherwise, nor should there be any sale, the issue or transfer of securities in any jurisdiction in which such an offer, offer or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

CONTACTS:

As for HBT Financial
Matthew Keating
HBTIR@hbtbank.com
(310) 622-8230

In relation to NXT Bancorporation, Inc.
Nathan Koch
nkoch@nxtbank.net
(319) 688-6208

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