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Section 1: 8-K (8-K BVBC ANNOUNCEMENT 01-16-2019)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 of 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)
January 16, 2019


Heartland Financial USA, Inc.
(Exact name of Registrant as specified in its charter)

Commission File Number:
001-15393

Delaware
 
42-1405748
(State or other jurisdiction of incorporation)    
 
(I.R.S. Employer Identification Number)

1398 Central Avenue
Dubuque, Iowa 52001
(Address of principal executive offices)

(563) 589-2100
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

x    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 1.01 Entry into a Material Definitive Agreements

Agreement and Plan of Merger

On January 16, 2019, Heartland Financial USA, Inc. (“Heartland”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Blue Valley Ban Corp. (“BVBC”) providing for Heartland’s acquisition of BVBC. The Merger Agreement provides that, subject to the conditions and upon the terms set forth therein, BVBC will be merged with and into Heartland (the “Merger”). Immediately after the Merger, Bank of Blue Valley, a Kansas state chartered bank and a wholly owned subsidiary of BVBC, will merge with and into Morrill & Janes Bank and Trust Company, a Kansas state chartered bank and a wholly owned subsidiary of Heartland (the “Bank Merger”).

On the closing date of the Merger, holders of shares of BVBC common stock, including all outstanding shares of preferred stock that shall be converted prior to closing and all outstanding shares of restricted stock (which holders will own an aggregate of approximately 6,315,700 shares of BVBC common stock as of the closing date), shall receive 0.3271 shares of Heartland common stock for each share of BVBC common stock owned by such holders, subject to adjustment as described below. As a result, an aggregate of approximately 2,066,000 shares of Heartland common stock will be issued in the Merger, subject to adjustment. In the event the closing date of the Merger occurs on or after June 30, 2019, the exchange ratio will be adjusted downward if BVBC’s Adjusted Tangible Common Equity (as defined in the Merger Agreement) is less than $55,500,000 (the “Minimum Equity”). If the closing date of the Merger occurs before June 30, 2019, the Minimum Equity shall be reduced by an amount equal to the product of $20,000 multiplied by the number of calendar days from the closing date through June 30, 2019.

Based on the closing price of such common stock of $45.45 per share on January 15, 2019, the shares of Heartland common stock to be issued in the Merger represented an aggregate value of approximately $93.9 million, or $14.87 per share of BVBC common stock. The value of the merger consideration received by holders of BVBC common stock will change with fluctuations in the price of Heartland common stock. At the closing of the Merger, Heartland will also (a) repay in full a long-term loan of BVBC in the aggregate principal of approximately $7,400,000, and (b) assume all obligations of BVBC with respect to certain subordinated debentures (which have a par value of approximately $19,600,000) issued in connection with a trust preferred securities financing by BVBC.

The Merger is intended to qualify as a tax-free reorganization under the applicable provisions of the Internal Revenue Code. If the Merger is not completed under certain circumstances set forth in the Merger Agreement, BVBC has agreed to pay Heartland a termination fee of $3,756,000. Subject to Heartland’s option to increase the exchange ratio, in the event of a significant decline in the trading price of Heartland common stock, BVBC may exercise certain “double-trigger” walkaway rights and terminate the Merger Agreement.

The Merger is subject to the satisfaction of customary closing conditions, including adoption of the Merger Agreement by the BVBC shareholders, receipt of bank regulatory approvals and the Securities and Exchange Commission (the “SEC”) having declared effective under the Securities Act of 1933, as amended, Heartland’s registration statement covering the issuance of the shares of Heartland common stock in the Merger. Heartland anticipates that the Merger will be completed in the second quarter of 2019. Each of Heartland and BVBC will have the right to terminate the Merger Agreement if the Merger is not completed by July 31, 2019.

Based in Overland Park, Kansas, BVBC is the holding company for Bank of Blue Valley (“BankBV”). BankBV provides a broad range of banking services to consumer and commercial customers in Johnson County, Kansas. BankBV accepts various types of deposits, including time and demand deposits, checking and savings accounts, certificates of deposit, individual retirement accounts, NOW accounts and money market deposits. BankBV provides personal loans, small business loans, commercial real estate mortgage loans, residential mortgage loans, working capital financing and commercial real estate loans. In addition, BankBV offers wealth management services (including financial planning, private banking, trust and investment services), debit and credit cards, and online and mobile banking services. As of September 30, 2018, BVBC had approximately $728 million in total assets, $527 million in net loans outstanding, $607 million in deposits and $50 million in total shareholders’ equity.






The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, which will be filed as part of the Registration Statement (as defined below).

The Merger Agreement and the above description of the Merger Agreement and related transactions have been included to provide investors and security holders with information regarding the terms of the Merger Agreement. They are not intended to provide any other factual information about Heartland, BVBC or their respective subsidiaries, affiliates or businesses. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each party to the other for the purpose of allocating contractual risk between them that differs from those applicable to investors. Investors should not rely on the representations, warranties or covenants or any description thereof as characterizations of the actual state of facts or condition of Heartland, BVBC or any of their respective subsidiaries, affiliates or businesses. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by Heartland or BVBC. Accordingly, investors should read the representations and warranties in the Merger Agreement not in isolation but only in conjunction with the other information about Heartland and BVBC and their respective subsidiaries and affiliates that the respective companies include in reports, statements and other filings they make with the SEC or the OTCQX, respectively.

Additional Information and Where to Find It

Heartland intends to file with the SEC a registration statement on Form S‑4 (the “Registration Statement”) to register the shares of Heartland common stock that will be issued to BVBC shareholders. The Registration Statement will include a proxy statement/prospectus that will be used to solicit proxies for a special meeting of the BVBC shareholders at which the Merger will be considered (the “Proxy Statement/Prospectus”). The Proxy Statement/Prospectus will contain important information about BVBC, Heartland and the Merger. All BVBC shareholders are urged to read the Proxy Statement/Prospectus carefully when it becomes available. Once filed, the Registration Statement, the Proxy Statement/Prospectus and related documentation will be available at no charge at the SEC’s website (www.sec.gov), Heartland’s website (www.htlf.com) or by contacting Bryan R. McKeag, Executive Vice President and Chief Financial Officer of Heartland, at (563) 589‑1994.

BVBC and certain of the directors and executive officers of BVBC may be deemed to be participants in the solicitation of proxies from the shareholders of BVBC in connection with the Merger. Information about the directors and executive officers of BVBC and their securities holdings will be included in the Proxy Statement/Prospectus, when it is filed as part of the Registration Statement. Information about the directors and executive officers of Heartland and their beneficial ownership of Heartland common stock is set forth in the proxy statement for Heartland’s 2018 Annual Meeting of Stockholders, as filed with the SEC on Schedule 14A on April 6, 2018. Information about the directors and executive officers of BVBC and their beneficial ownership of BVBC common stock is set forth in the proxy statement for BVBC’s 2018 Annual Meeting of Stockholders, as filed with the OTCQX on April 9, 2018. Additional information regarding the interests in the Merger of the BVBC directors and executive officers and other persons who may be deemed participants in the transactions contemplated by the Merger Agreement and a description of their direct and indirect interests, by security holdings or otherwise, may be obtained by reading the Proxy Statement/Prospectus and other relevant documents regarding the Mergers to be filed with the SEC. Free copies of these documents may be obtained as described above.

Item 7.01 Regulation FD Disclosure

On January 16, 2019, Heartland issued a press release announcing the execution of the Merger Agreement. A copy of the press release announcing the Merger is furnished as Exhibit 99.1 to this Current Report on Form 8‑K.

Heartland has posted on the “Investor Relations” page of its Internet website (www.htlf.com) supplemental information related to the Merger. A copy of the supplemental information is furnished as Exhibit 99.2 to this Current Report on Form 8‑K. Heartland is not undertaking any obligation to update this presentation.






The press release and supplemental information referred to above are furnished pursuant to Item 7.01 as part of this Current Report on Form 8‑K and are not to be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of such Section 18.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

(a)
Financial Statements of Business Acquired.
None.

(b)
Pro Forma Financial Information.
None.

(c)
Exhibits.
99.1    Press Release dated January 16, 2019
99.2    Supplemental Information dated January 16, 2019







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 16, 2019
 
HEARTLAND FINANCIAL USA, INC.
 
 
 
 
 
 
By:
/s/ Bryan R. McKeag
 
 
 
Bryan R. McKeag
 
 
 
Executive Vice President
 
 
 
Chief Financial Officer




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Section 2: EX-99.1 (EXHIBIT 99.1 BVBC ANNOUNCEMENT 01-16-2019)

Exhibit


            
396387516_htlfforworkivaa11.jpg
 
396387516_bluevalleylogo2019.jpg
CONTACT:
FOR IMMEDIATE RELEASE
Laura J. Hughes
January 16, 2019
Executive Vice President
 
Chief Marketing Officer
 
Heartland Financial USA, Inc.
 
(563)589-2148
 
lhughes@htlf.com
 
 
 
Robert D. Regnier
 
Chairman, President & CEO
 
Blue Valley Ban Corp.
 
(913)338-1000
 
bregnier@bankbv.com
 
HEARTLAND FINANCIAL USA, INC. ANNOUNCES PLAN
TO EXPAND PRESENCE IN KANSAS CITY
WITH ACQUISITION OF BLUE VALLEY BAN CORP.

Combination of Bank of Blue Valley and Morrill & Janes Bank and Trust Company
Will Create a Leading Community Bank with $1.3 Billion in Assets


Dubuque, Iowa, & Overland Park, Kansas, January 16, 2019 - Dubuque, IA-based Heartland Financial USA, Inc. (“Heartland”) (NASDAQ: HTLF) and Blue Valley Ban Corp. (“BVBC”) (OTCQX; BVBC) jointly announced today that they have entered into a definitive merger agreement, pursuant to which, Heartland will acquire BVBC and its wholly-owned subsidiary, Bank of Blue Valley, headquartered in Overland Park, Kansas.

Founded in 1989, Bank of Blue Valley is a full-service community bank with approximately $725 million in total assets, $527 million in net loans outstanding and $608 million in deposits as of September 30, 2018. Bank of Blue Valley serves Johnson County and the greater Kansas City metropolitan area from five full-service banking centers in Kansas.

Upon completion of the merger of BVBC with and into Heartland, Bank of Blue Valley will merge with and into Heartland’s existing Kansas-based subsidiary, Morrill & Janes Bank and Trust Company (“Morrill & Janes Bank”), which had approximately $593 million in total assets as of September 30, 2018 and holds the first bank charter ever granted in the State of Kansas. Morrill & Janes Bank operates eight full-service banking centers in Kansas and Missouri. The combination of Morrill & Janes Bank and Bank of Blue Valley will create Heartland’s fourth largest bank subsidiary with assets of approximately $1.3 billion and 13 banking centers serving the attractive Kansas City metropolitan area and surrounding communities. The resulting institution will operate under the Bank of Blue Valley brand.

The CEOs from both Kansas banks will play critical roles in leading the new combined bank. Once the merger is complete, Robert D. Regnier, Chairman, President and CEO of Bank of Blue Valley, will be named the Executive Chairman and CEO of the combined bank and Wendy Reynolds, President and CEO of Morrill & Janes Bank will assume the role of President of the combined bank.






After completing the acquisition of BVBC, Heartland will have total assets of approximately $12 billion with 127 full-service banking locations operating in 12 states.

“We have been impressed with the strong community banking culture that the BVBC team has built over many years,” said Lynn B. Fuller, Executive Operating Chairman of Heartland. “We strongly believe in the prospects of the greater Kansas City metropolitan area, and the acquisition of Bank of Blue Valley is a great opportunity to expand Heartland’s footprint in Johnson County, Kansas, an economically strong and vibrant region. Bank of Blue Valley complements our existing Kansas franchise, and the synergies resulting from our combined organizations will deliver broader client services, enhance Heartland shareholder value and position us well for continued growth in the Kansas City market.”

Under the terms of the merger agreement, which has been unanimously approved by the Boards of Directors of Heartland and BVBC, holders of BVBC common stock (including holders of BVBC Series B preferred stock whose shares of Series B preferred stock will be converted into an equal number of shares of common stock immediately prior to closing) at the closing will receive 0.3271 shares of Heartland common stock for each share of BVBC common stock owned immediately prior to closing (or approximately 2,066,000 shares of Heartland common stock in the aggregate), subject to certain potential adjustments as set forth in the merger agreement. Based on Heartland’s closing common stock price of $45.45 per share on January 15, 2019, the 100% stock transaction is valued at approximately $93.9 million, or $14.87 per share of BVBC common stock. The actual transaction value will change due to fluctuations in the price of Heartland common stock and is subject to certain potential adjustments as set forth in the merger agreement.

Mr. Regnier said, “Our board views this merger as an excellent opportunity to provide additional value for our clients and shareholders. As we considered our strategic direction, Heartland stood out as a quality merger partner because of our cultural alignment and consistent operating philosophies. We are pleased to partner with a company that has the size and scale to deliver an expanded suite of products and services that will meet our clients’ increasingly complex banking needs and that is committed to the highest standards of personal service. This affiliation with the Heartland family of community banks will allow us to press forward with our strategic objectives for Bank of Blue Valley and ensure we continue to be active in the community and inspire philanthropy and entrepreneurship.”

The BVBC transaction is subject to approval by federal and state bank regulators and the BVBC shareholders and to customary closing conditions. The transaction is expected to close in the second quarter of 2019, with a systems conversion planned for the third quarter of 2019.

Heartland anticipates that the transaction will qualify as a tax-free exchange with respect to the stock consideration received by BVBC’s shareholders. Heartland expects the transaction to be accretive to its earnings per share within the first year of combined operations. Further information regarding the financial impact of the transaction can be found in the investor presentation filed as an exhibit to Heartland’s Current Report on Form 8-K filed on January 16, 2019 or in the investor relations section of Heartland’s website.

Mr. Fuller concluded, “We are growing our presence and adding scale in the vibrant Kansas City and Johnson County markets with a top-notch team dedicated to delivering an exceptional client experience. Bob Regnier is well-known and respected in the Kansas City banking community. We are excited he and his team will be joining with the Morrill & Janes Bank team to expand and continue our success in the market.”

Advisors:
In connection with the transaction, Panoramic Capital Advisors, Inc. served as financial advisor to Heartland and Dorsey & Whitney LLP served as Heartland’s legal counsel. D.A. Davidson & Co. served as financial advisor to BVBC and Hunton Andrews Kurth LLP served as BVBC’s legal counsel.
 
About Heartland Financial USA, Inc.
Heartland is a diversified financial services company with assets of approximately $11.3 billion. The Company provides banking, mortgage, private client, investment, treasury management, card services, and insurance services to individuals and businesses. Heartland currently has 122 banking locations serving 91 communities in Iowa, Illinois, Wisconsin,





New Mexico, Arizona, Montana, Colorado, Minnesota, Kansas, Missouri, Texas and California. Additional information about Heartland is available at www.htlf.com.

About Morrill & Janes Bank and Trust Company
Morrill & Janes Bank, a wholly-owned subsidiary of Heartland, has assets of approximately $593 million and is dedicated to the principles of community banking, including community involvement, an active board of directors, local presidents and local decision-making. The first state-chartered bank in Kansas, Morrill & Janes Bank is based in Merriam, Kansas. The bank operates eight banking centers in Kansas City and Northeast Kansas. For more information, visit www.mjbtrc.com. Morrill & Janes Bank is a member of the FDIC and is an Equal Housing Lender.

About Blue Valley Ban Corp.
Based in Overland Park, Kansas, BVBC is the holding company for Bank of Blue Valley, which has assets of approximately $725 million. Bank of Blue Valley provides a broad range of banking and financial services to consumer and commercial customers from five banking centers in Johnson County, Kansas. Bank of Blue Valley offers various types of deposit products and provides personal loans, small business loans, commercial real estate and residential mortgage loans, working capital financing and other commercial loans. In addition, Bank of Blue Valley offers wealth management services (including financial planning, private banking, trust and investment services), card services, and online and mobile banking services. For more information, visit www.bankbv.com. Bank of Blue Valley is a member of the FDIC and is an Equal Housing Lender.


* * * * *

Additional Information about the Merger and Where to Find It
This press release is being made with respect to a proposed merger transaction involving Heartland and BVBC. In connection with the transaction, Heartland will file a registration statement on Form S-4 with the Securities and Exchange Commission (“SEC”) that will include a proxy statement/prospectus to be provided to BVBC shareholders in connection with the special shareholder meeting BVBC will call to approve the merger. Shareholders are urged to read the proxy statement/prospectus when it becomes available, because it will contain important information about the proposed transaction.
       
The final proxy statement/prospectus will be mailed to BVBC shareholders of record on the record date for the special meeting of the shareholders to be held to approve the proposed transaction. In addition, the registration statement on Form S-4, which will include the proxy statement/prospectus and other relevant documents, will be available free of charge at the SEC’s Internet website, www.sec.gov, Heartland’s website, www.htlf.com, or by contacting Bryan R. McKeag, Executive Vice President and Chief Financial Officer of Heartland.

Forward-Looking Statements
This release, and future oral and written statements of Heartland and its management, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about the merger of BVBC with and into Heartland. These forward-looking statements include statements about the benefits of the merger, including anticipated future results, cost savings and accretion to reported earnings. Risks relating to the merger include the following: the businesses of the Morrill & Janes Bank and Bank of Blue Valley may not be combined successfully, or such combination may take longer than expected; the cost savings from the merger may be less than anticipated; governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with the merger; the shareholders of BVBC may fail to approve the merger; credit and interest rate risks of Bank of Blue Valley may be greater than anticipated; and various difficulties associated with achieving anticipated future financial results of the combined bank may occur.

In addition, this release, and future oral and written statements of Heartland and its management, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Heartland's financial condition, results of operations, plans, objectives, future performance and business. Although these forward-looking statements are based upon the beliefs, expectations and assumptions of Heartland's management, there are a number of factors, many of which are beyond the ability of management to control or predict, that could cause actual





results to differ materially from those in its forward-looking statements. These factors, which are detailed in the risk factors in Heartland's Annual Report on Form 10-K filed with the Securities and Exchange Commission, contained, among others: (i) the strength of the local and national economy; (ii) the economic impact of past and any future terrorist threats and attacks and any acts of war; (iii) changes in state and federal laws, regulations and governmental policies as they impact the company's general business; (iv) changes in interest rates and prepayment rates of the company's assets; (v) increased competition in the financial services sector and the inability to attract new clients; (vi) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (vii) the potential impact of acquisitions and Heartland's ability to successfully integrate acquired banks; (viii) the loss of key executives or employees; (ix) changes in consumer spending; (x) unexpected outcomes of existing or new litigation involving the company; and (xi) changes in accounting policies and practices. All statements in this release, including forward-looking statements, speak only as of the date they are made, and Heartland undertakes no obligation to update any statement in light of new information or future events.

# # #



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Section 3: EX-99.2 (EXHIBIT 99.2 BVBC INVESTOR PRESENTATION 01-16-2019)

bvbcinvestorpres01162019
ACQUISITION OF BLUE VALLEY BAN CORP. CREATING A PREMIER KANSAS CITY COMMUNITY BANK January 16, 2019 Lynn B. Fuller Executive Operating Chairman Bruce K. Lee President and Chief Executive Officer HTLF | www.htlf.com


 
Safe Harbor This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about: (1) the benefits of the acquisition by Heartland Financial USA, Inc. (“Heartland” or “HTLF”) of Blue Valley Ban Corp. (“BVBC”) and its wholly owned Kansas banking subsidiary, Bank of Blue Valley (“BankBV”), including anticipated future results, cost savings and accretion to reported earnings that may be realized from the acquisition; (2) BVBC’s plans, objectives, expectations and intentions and other statements contained in this presentation that are not historical facts; and (3) other statements identified by words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates” or works of similar meaning. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. The following factors, among others, could cause actual results to differ materially from the anticipated results expressed in the forward-looking statements: the businesses of HTLF, BVBC, Morrill & Janes Bank and Trust Company (Heartland’s Kansas banking subsidiary) (“M&J Bank”) and BankBV may not be combined successfully, or such combination may take longer than expected; the cost savings from the acquisition may be less than expected; governmental approvals of the acquisition may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the acquisition or otherwise; the stockholders of BVBC may fail to approve the acquisition; credit and interest rate risks associated with HTLF’s and BVBC’s respective businesses may be greater than anticipated; and difficulties associated with achieving expected future financial results may occur. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K of Heartland) filed with the Securities and Exchange Commission (“SEC“) and available at the SEC’s Internet website (www.sec.gov). All subsequent written and oral forward-looking statements concerning the proposed acquisition and other matters relating to HTLF and BVBC or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, HTLF and BVBC do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward- looking statement is made. 2


 
Important Additional Information This presentation is being made in respect of the proposed mergers between HTLF and BVBC, and M&J Bank and BankBV. This presentation does not constitute an offer to sell or the solicitation of an offer to buy securities or a solicitation of any vote or approvals. In connection with the proposed acquisition, HTLF intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement for BVBC shareholders, and a prospectus of HTLF, and HTLF will file other documents regarding the proposed acquisition with the SEC. The registration statement and proxy statement will contain information about the proposed transaction, therefore, before making any voting or investment decision, security holders of BVBC are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents. The documents filed by HTLF with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by HTLF may be obtained free of charge at its website at www.htlf.com or by contacting Heartland Financial USA, Inc., 1398 Central Avenue, Dubuque, IA 52004, Attention: Bryan R. McKeag, Executive Vice President and Chief Financial Officer, Telephone: (563) 589-1994. BVBC and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies of BVBC’s shareholders in connection with the proposed acquisition. Additional information regarding the interests of those participants and other persons who may be deemed participants in the acquisition my be obtained by reading the proxy statement/ prospectus regarding the proposed acquisition when it becomes available. In addition, information about the directors and executive officers of BVBC and their ownership of BVBC common stock is set forth in the proxy statement for BVBC’s 2018 Annual Meeting of the Shareholders, as filed with OTCQX on April 9, 2018. Information about the directors and executive officers of HTLF and their ownership of HTLF common stock is set forth in the proxy statement for HTLF’s 2018 Annual Meeting of the Shareholders, as filed with SEC on Schedule 14A on April 6, 2018. Free copies of the above documents may be obtained as described in the preceding paragraph. 3


 
Transaction Highlights » The BVBC acquisition brings HTLF to ~$1.3 billion in assets in the Kansas City MSA » Strong deposit franchise brings pro forma total deposits to $1.1 billion » 14th largest deposit market share1 in the Kansas City MSA Strategically » 9th largest deposit market share1 in Johnson County, KS Compelling » Approximately 27% of BVBC’s deposits are non interest bearing » Cohesive banking franchise combining similar cultures due to the management, market and strong insider ownership of HTLF and BVBC » Additional scale and synergies will enhance Heartland’s presence, and are expected to improve financial performance, in the Kansas City MSA » Financially attractive transaction: » 2.4-2.9% EPS accretion in first full year and beyond Strong » Tangible Book Value per share earn back of approximately 3.0 years using crossover method Transaction Economics » IRR in excess of 20% » Significant core deposits and excess liquidity » All metrics reported inclusive of impact of Durbin Amendment » Strong knowledge of local markets: HTLF has operated in the Kansas City MSA through M&J Bank since 2013 and has been familiar with BVBC and its leadership for a number of years Low Execution » Similar credit cultures focused on conservative underwriting with quality portfolios Risk » Comprehensive due diligence process completed » Retention of key personnel: Bob Regnier, Chairman, President and CEO of BVBC, to become Executive Chairman and CEO of the merged subsidiary; Mark Fortino, CFO of BVBC, to become EVP of the merged subsidiary (1) FDIC market rank per deposit market share as of June 30, 2018. 4


 
Overview of Blue Valley Ban Corp. (Dollars in $MMs) Blue Valley Ban Corp. Overview Branch Footprint Headquarters Overland Park, Kansas Footprint 5 branches Assets $728 Net Loans 527 Deposits 607 Total Equity 50 Loan Composition1 Deposit Composition1 Gross Loans: $533 Total Deposits: $607 Yield on Loans (MRQ): 4.90% Cost of Deposits (MRQ): 0.51% Note: Financial data for the quarter ended September 30, 2018. (1) Regulatory loan and deposit compositions. 5


 
Diverse, Low Risk Loan Portfolio (As of September 30, 2018) (Dollars in $MMs) Loan Overview » Well diversified loan portfolio across types of credits » Strong commercial lending focus with C&I and Owner Occupied CRE loans totaling approximately 41% of BVBC loans » Excellent asset quality and strong loan loss reserves » In-depth review of credit files, underwriting methodology and policy » 73% of total loans reviewed for BVBC (on an aggregate dollar basis), including 100% of classified loans HTLF BVBC Pro Forma1 Gross Loans: $7,443 Gross Loans: $533 Gross Loans: $8,431 Yield on Loans (MRQ): 5.67% Yield on Loans (MRQ): 4.90% Yield on Loans (MRQ): 5.58% Note: Regulatory financial data for the quarter ended September 30, 2018. (1) Pro Forma combines loans of HTLF and BVBC but excludes purchase accounting adjustments. 6


 
Attractive Low Cost Deposit Base (As of September 30, 2018) (Dollars in $MMs) Deposit Overview » 0.51% Cost of Deposits » 27% Non Interest Bearing Deposits » 97% Core Deposits HTLF BVBC Pro Forma1 Total Deposits: $9,562 Total Deposits: $607 Total Deposits: $10,649 Cost of Deposits (MRQ): 0.42% Cost of Deposits (MRQ): 0.51% Cost of Deposits (MRQ): 0.43% Note: Regulatory financial data for the quarter ended September 30, 2018. (1) Pro Forma combines deposits of HTLF and BVBC but excludes purchase accounting adjustments. 7


 
The Acquisition Adds a Strong Wealth Management Operation in the Kansas City Metro Markets » The acquisition of BVBC will provide Heartland’s Wealth Management Division (Assets Under Management) Private Client Services a strong presence in the Kansas City Metro Markets. $400,000 » BVBC’s Wealth Management Division was established $357,053 $350,000 in 1996 and has approximately $357 million of Assets $328,756 $320,771 $119,582 $316,010 Under Management as of September 2018. $287,546 $114,000 $300,000 $117,700 $122,437 » BVBC’s Wealth Management Division offers a full $259,315 $113,000 $250,000 suite of services: Trust Services, Wealth Advisory, $104,000 $237,472 Investment Services and Private Banking. $200,000 $214,756 $203,071 $193,573 » Led by a twenty-year industry veteran, Todd York, the $174,546 $150,000 division employs ten professionals and targets small $155,315 business owners and high net worth professionals. $100,000 » The merger with Heartland will enable BVBC to $50,000 broaden its client base by offering its existing Wealth Management Services to M&J Bank customers and to $- 2013 2014 2015 2016 2017 09/30/2018 access the sophisticated investment platform of Brokerage Trust Services Heartland’s Private Client Services Division. Source: BVBC management as of September 30, 2018. Note: All dollars in thousands. 8


 
Two Great Franchises Form a Premier Kansas City Community Bank Pro Forma Branch Footprint3 (13 Branches) Pro Forma1 Assets ($000) 592,786 728,402 1,321,188 Net Loans ($000) 390,578 527,287 917,865 Deposits ($000) 511,154 607,483 1,118,637 Deposit Mkt Share %2 0.46% 1.01% 1.47% Kansas City MSA Deposit Market Rank2 30 18 14 Kansas City MSA Deposit Mkt Share %2 0.95% 2.90% 3.85% Johnson County, KS Deposit Market Rank2 20 14 9 Johnson County, KS Note: Financial data for the quarter ended September 30, 2018. (1) Pro Forma excludes purchase accounting adjustments. (2) FDIC deposit market share and market rank as of June 30, 2018. (3) M&J Bank has another branch in Dallas, TX. 9


 
A New Premier Kansas City Community Bank Led by Exceptional Local Bankers » M&J Bank and Bank of Blue Valley combined will operate as Bank of Blue Valley » Nine offices in the Kansas City MSA and seven in the demographically attractive Johnson County, KS » HTLF will rank 14th in deposit market share in the Kansas City MSA and 9th in Johnson County, KS » Strong local lending team with broad product experience » Low cost deposit base and well diversified loan portfolio » Exceptional leadership team poised for accelerated growth in the Kansas City market » Headquarters for the new Bank of Blue Valley will be in Overland Park, KS LEADERSHIP TEAM OF THE NEW SUBSIDIARY – BANK OF BLUE VALLEY: Bob Regnier Wendy Reynolds Executive Chairman & CEO President Chairman, President, CEO and President and CEO of M&J Bank. Joined Founder of BVBC. Over forty years of HTLF in Colorado in 2011 and was most banking experience with BVBC and recently market President for Citywide Boatmen’s Bank & Trust. Recognized Banks. Has twenty years of banking civic leader in the Kansas City MSA. experience including positions with US Bank, Vectra Bank and Flatirons Bank. 10


 
Summary of Deal Terms » 0.3271 HTLF common shares per BVBC share or approximately 2,066,000 HTLF shares in aggregate Consideration » Implied purchase price of $14.87 per share1 and DealValue1 » $93.9 mm in aggregate value1 » 15.2x Price / Core LTM earnings3 Pricing » 1.88x Tangible Book Value per Share Ratios2 » 32.1% Market Price Premium1 » 8.1% Core Deposit Premium4 Post-Merger Economic » 94.4% HTLF Existing Stockholders Ownership » 5.6% BVBC Current Stockholders Required » Customary regulatory approvals Approvals » BVBC stockholders Closing / » Anticipated closing in 2nd Quarter of 2019 Conversion » Systems conversion in 3rd Quarter of 2019 (1) Based on HTLF stock price of $45.45 per share and BVBC stock price of $11.25 per share as of January 15, 2019. (2) Based on BVBC financials as of September 30, 2018. (3) BVBC Core LTM Earnings adjusted for tax rate in 4Q 2017. (4) Core deposits = total deposits less jumbo time deposits >$100K. 11


 
Consolidated Financial Impact and Assumptions EPS Accretion » ~2.4% accretive to EPS in 2020 » ~2.7% accretive to EPS in 2021 » ~1.4% Tangible Book Value dilution pershare TBV Impact » ~3.0 years Tangible Book Value earnback, using crossover method Internal Rate of Return » In excess of 20% Projected » Pro Forma TCE / TA of 8.2% ProForma » Pro Forma Leverage Ratio of 9.9% 1 Capital Impact » Pro Forma Total Risk-Based Capital Ratio of 13.9% » Projected 30% cost savings, 75% phased in by year-end 2019 and 100% thereafter » Pre-tax, one-time buyer and seller combined merger charges estimated at 9.0% of deal value » Core deposit intangibles of 2.25% amortized over 10 years, using sum of the years digits Transaction » Credit mark of 2.50% or $13.3 million Assumptions » Loan rate mark of 0.50% accreted over 4 years » OREO mark down of 5% or $0.3 million » Trust Preferred mark down of 20% or $3.9 million amortized over 16 years » No revenue enhancements modeled (1) Pro Forma HTLF financials assuming deal closing of June 30, 2019. 12


 
Kansas City MSA – Overview » The Kansas City MSA is comprised of 15 counties throughout Kansas, as well as Missouri, and is the 30th largest metropolitan statistical area in the U.S. with a population of 2.1 million. » The Kansas City area is a large, influential and important economy in the Midwest, and is home to a multitude of factories, agribusiness, logistics, and technology companies, professional service firms and manufacturing plants. Moreover, Kansas City is an accredited international trade zone with more foreign trade zone space than anywhere else in the nation. » The Kansas City MSA is projecting average household income growth of 9.8% over the next five years while also experiencing 3.5% population growth. The real estate market is booming as well with median home prices projected to rise 6.6% over the next twelve months, adding onto the 9.0% growth experienced over the last twelve months. » According to National Geographic, Kansas City is in the “Top 30 of Best Small Cities in the U.S.” while also having six Kansas City-area companies on the “America’s Best Employers” list by Forbes. » Kansas City is renowned for its sports teams and museums, namely, the Kansas City Chiefs, Kansas City Royals, Sporting Kansas City along with the Nelson Art Gallery, World War I Museum & Memorial and the Negro Leagues Baseball Museum. Source: Forbes, National Geographic, S&P Global Market Intelligence, and Zillow. 13


 
Kansas City MSA – Major Local Employers Largest Employers in the Kansas City MSA # of Rank Company Name Industry Employees 1 Cerner Corporation Health services 14,000 2 HCA Midwest Health System Health services 9,924 3 Saint Luke's Health System Health services 8,020 4 Ford Car manufacturing 7,030 5 Children’s Mercy Hospitals & Clinics Health services 6,696 6 Sprint Telecommunications 6,000 7 Hallmark Cards, Inc. Greeting card manufacturing 5,166 8 Garmin Ltd. Technology 3,651 9 General Motors Car manufacturing 3,500 10 Truman Medical Center, Inc. Health services 3,225 11 Honeywell FM&T Electronics 3,000 12 Black & Veatch Architects/Engineering 2,988 13 NPC International Inc, Food and Beverage 2,889 14 Burns & McDonnell Architects/Engineering 2,673 15 Olathe Health Health services 2,550 16 Amazon Online commerce 2,500 17 BNSF Railway Co. Utlilties 2,500 18 Shawnee Mission Health Health services 2,453 19 Commerce Bank Banking 2,450 20 UnitedHealth Group Health services 2,400 21 Farmers Insurance Insurance 2,282 22 UMB Financial Corp. Banking 2,208 23 Great Plain Energy, Inc. Energy 2,196 24 U.S. Bank Banking 1,850 25 YRC Worldwide Inc. Shipping and Logistics 1,700 Source: Biz Journals, Proximity One. 14


 
An Expanding Franchise – Heartland Financial USA, Inc. 11 INDEPENDENT BANK CHARTERS 122 OFFICES 91 COMMUNITIES As of September 30, 2018. 15


 
Expansion Timeline As of September 30, 2018. 16


 
A Compelling Opportunity for Heartland and its Stockholders » Reaching critical mass in the attractive Kansas City MSA and well positioned for further organic and acquisition growth » Natural expansion from well established M&J Bank platform and creation of the fifth largest community bank headquartered in Kansas City – Bank of Blue Valley » Acquisition of the attractive Trust and Wealth Management operation of BVBC with approximately $357 million of assets under management » Retention of exceptional local leadership » Strategically attractive with compelling financial metrics » Expected low execution risk » When completed, the acquisition will be Heartland’s 15th acquisition since 2012; Heartland has a history of successful merger execution and integration » Transaction expected to enhance Heartland’s long-term stockholder value 17


 
Contact Information 18


 
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