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Section 1: S-4 (S-4 BVBC)

Document


As filed with the Securities and Exchange Commission on March 4, 2019          Registration No. 333-
    

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HEARTLAND FINANCIAL USA, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
6022
(Primary Standard Industrial Classification Code Number
42-1405748
(I.R.S. Employer Identification No.)
 
1398 Central Avenue
Dubuque, Iowa 52001
(563) 589-2100
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
Bryan R. McKeag
Executive Vice President and Chief Financial Officer
Heartland Financial USA, Inc.
1398 Central Avenue
Dubuque, Iowa 52001
(563) 589-2100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jay L. Swanson
Peter G. Weinstock
John Marsalek
Beth Alexander Whitaker
Dorsey & Whitney LLP
Hunton Andrews Kurth LLP
50 South Sixth Street, Suite 1500
1445 Ross Avenue, Suite 3700
Minneapolis, Minnesota 55402
Dallas, Texas 75202
(612) 340-2600
(214) 979-3000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "small reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x         Accelerated filer ¨          Non-accelerated filer ¨ (do not check if smaller reporting company)
Smaller reporting company ¨     Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨      Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨





CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
Amount to be
Registered
Proposed
Maximum
Offering Price
 per Unit
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration
Fee
Common Stock, $1.00 par value
2,431,000(1)
N/A
$53,178,220(2)
$6,445.21
 
 
(1)
Represents the maximum number of shares to be issued pursuant to the Agreement and Plan of Merger dated as of January 16, 2019 (the "merger agreement"), between the registrant and Blue Valley Ban Corp. ("BVBC"), computed by multiplying the fixed exchange ratio of 0.3271 shares of the registrant's common stock to be exchanged for each share of BVBC common stock, by the total number of shares of BVBC common stock issued and outstanding immediately prior to the effective time of the merger provided for in the merger agreement after giving effect to the conversion of 471,979 shares of BVBC Series B preferred stock and the vesting of 55,331 unvested shares of BVBC restricted common stock, which equals 2,066,000 shares of the registrant's common stock, and then adding 365,000 shares in case the registrant exercises its "top-up" option as described in this Registration Statement.
(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f)(2) and (f)(3) of Regulation C under the Securities Act of 1933, as amended, and computed by multiplying 6,315,703 (the total number of shares of BVBC common stock issued and outstanding immediately prior to the effective time of the merger after giving effect to the conversion of 471,979 shares of BVBC Series B preferred stock and the vesting of 55,331 unvested shares of BVBC restricted common stock) by $8.42 (the book value per share of BVBC common stock as of December 31, 2018 (assuming conversion as of this date of all issued and outstanding shares of BVBC Series B preferred stock and the vesting of all unvested shares of BVBC restricted common stock)).

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.



The information in this proxy statement/prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MARCH 4, 2019
BLUE VALLEY BAN CORP.
PROPOSED MERGER—YOUR VOTE IS VERY IMPORTANT
Dear Stockholder of Blue Valley Ban Corp.:
We are happy to advise you that the board of directors of Blue Valley Ban Corp. ("BVBC") has unanimously approved the merger (the "merger") of BVBC into Heartland Financial USA, Inc. ("Heartland") in accordance with an Agreement and Plan of Merger dated as of January 16, 2019 (the "merger agreement"). Before we can complete the merger, we must obtain the approval of the BVBC stockholders. We are sending you this proxy statement/prospectus to ask you to vote in favor of approval and adoption of the merger agreement. The BVBC board of directors unanimously recommends that you vote "FOR" approval and adoption of the merger agreement.
In the merger, BVBC will merge with and into Heartland, and holders of shares of BVBC common stock and BVBC Series B preferred stock shall receive 0.3271 shares of Heartland common stock for each share of BVBC common stock or BVBC Series B preferred stock owned by such holders immediately prior to the effective time of the merger, subject to adjustment as described below, plus cash in lieu of any fractional shares. As of the date of this proxy statement/prospectus, holders of BVBC common stock and holders of BVBC Series B preferred stock owned 5,843,724 shares of BVBC common stock (including unvested shares of BVBC restricted common stock ("BVBC restricted shares") held by BVBC employees that will become fully vested immediately prior to the effective time of the merger) and 471,979 shares of BVBC Series B preferred stock, respectively. Immediately prior to the effective time of the merger, each share of BVBC Series B preferred stock will be converted into one share of BVBC common stock.
The exchange ratio used to calculate the merger consideration is fixed and, except as described below, will not be adjusted to reflect changes in the price of Heartland common stock occurring prior to the completion of the merger. The exchange ratio may be adjusted in two instances. First, in the event the effective time 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 this proxy statement/prospectus in the section titled "The Merger Agreement—The Merger—Determination of Merger Consideration") as of June 30, 2019 is less than $55,500,000 (the "minimum equity"). If the effective time 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 effective time through June 30, 2019 for purposes of determining whether a downward adjustment of the exchange ratio will be made.
Second, if the price of Heartland common stock drops below certain levels, as described under the section titled "The Merger Agreement—Termination" in this proxy statement/prospectus, BVBC may exercise a "walk-away" right to terminate the merger agreement unless Heartland increases the exchange ratio used to calculate the merger consideration by exercising a "top-up" option.
Based on the closing price of a share of Heartland common stock as of January 15, 2019 (the last trading day before the merger agreement was executed) of $45.45, the aggregate merger consideration payable to BVBC stockholders was valued at approximately $93.9 million, or $14.87 for each share of BVBC common stock and BVBC Series B preferred stock. Based on the price of a share of Heartland common stock as of March 1, 2019 (the last trading date before the date of this proxy statement/prospectus) of $48.63, the aggregate merger consideration payable to BVBC stockholders was valued at approximately $100.5 million, or $15.91 for each share of BVBC common stock and BVBC Series B preferred stock. These valuations are based on the assumption that no adjustments will be made to the exchange ratio based on BVBC's Adjusted Tangible Common Equity. As of December 31, 2018, the book value per share of BVBC common stock (assuming conversion as of this date of all issued and outstanding shares of BVBC Series B preferred stock and the vesting of all unvested shares of BVBC restricted shares) was $8.42. 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 and the Adjusted Tangible Common Equity of BVBC may decline prior to the effective date of the merger, the value and amount, respectively, of the actual consideration you will receive may be different from the amounts described above.



At the closing of the merger, Heartland will also (a) repay in full a long-term loan of BVBC in the aggregate principal amount of approximately $7,100,000, 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.
To complete the merger, we must receive certain regulatory approvals. In addition, the holders of a majority of the issued and outstanding shares of BVBC common stock and a majority of the issued and outstanding shares of BVBC Series B preferred stock entitled to vote (with the holders of BVBC common stock and BVBC Series B preferred stock voting separately as holders of two different classes of stock) must approve and adopt the merger agreement. BVBC will hold a special meeting of its stockholders to vote on this merger proposal. Your vote is important. Whether or not you plan to attend the special meeting, please submit voting instructions for your shares of BVBC common stock and BVBC Series B preferred stock in accordance with the instructions contained in the enclosed proxy card. If you "ABSTAIN" or do not vote your shares of BVBC common stock and BVBC Series B preferred stock, it will have the same effect as voting against the merger.
We urge you to read this proxy statement/prospectus carefully before voting, including the section titled "Risk Factors." This proxy statement/prospectus gives you detailed information about the merger and includes a copy of the merger agreement as Appendix A.
Sincerely,
 
/s/ Robert D. Regnier
 
Robert D. Regnier
Chairman, President and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense. These securities are not savings accounts, deposits or other obligations of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.
The date of this proxy statement/prospectus is , 2019, and it is first being mailed to BVBC stockholders on or about , 2019.




BLUE VALLEY BAN CORP.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON , 2019
Blue Valley Ban Corp. ("BVBC") will hold a special meeting (the "special meeting") of its stockholders at located at , at local time on , 2019, to consider and vote upon the following matters:
a proposal to adopt the Agreement and Plan of Merger, dated as of January 16, 2019 (the "merger agreement"), between Heartland Financial USA, Inc. ("Heartland") and BVBC, as it may be amended from time to time, pursuant to which BVBC will merge with and into Heartland (the "merger"); and
a proposal to adjourn the BVBC special meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to adopt the merger agreement.

At the effective time of the merger, each issued and outstanding share of BVBC common stock will be converted into the right to receive 0.3271 shares of Heartland common stock, subject to adjustment as described in this proxy statement/prospectus, plus cash in lieu of any fractional shares. Immediately prior to such effective time, each issued and outstanding share of BVBC Series B preferred stock will be converted into one share of BVBC common stock and each unvested share of BVBC restricted common stock ("BVBC restricted shares") will become vested. Accordingly, each holder of shares of BVBC Series B preferred stock and BVBC restricted shares will be a holder of shares of BVBC common stock at the effective time of the merger and be entitled to shares of Heartland common stock in the merger on the same terms as holders of shares of BVBC common stock. This proxy statement/prospectus contains a detailed discussion of the merger and certain related transactions, and a copy of the merger agreement is included as Appendix A to this proxy statement/prospectus.
The board of directors has fixed the close of business on , 2019 as the record date for the special meeting. Holders of record of BVBC common stock and BVBC Series B preferred stock at such time are entitled to notice of, and to vote on the adoption of the merger agreement at, the special meeting and any adjournment or postponement of the special meeting.
The BVBC board of directors has unanimously approved the merger agreement and unanimously recommends that holders of BVBC common stock and BVBC Series B preferred stock vote "FOR" approval and adoption of the merger agreement.
BVBC stockholders who do not vote in favor of the merger agreement and who strictly comply with Section 17-6712 of the Kansas General Corporation Code have the right to assert dissenters' rights under such section of the statute. For a description of the procedures that must be followed to make written demand for dissenters' rights, see the copy of the Kansas dissenters' rights statute that is attached as Appendix B to this proxy statement/prospectus. In addition, a summary of the procedures to be followed in order to obtain payment for dissenting shares is set forth in the section titled "Dissenters' Rights of BVBC Stockholders" in this proxy statement/prospectus.
Whether or not you plan to attend the special meeting, please vote your shares of BVBC common stock or BVBC Series B preferred stock using one of the methods described on the enclosed proxy card. Any holder of BVBC common stock or BVBC Series B preferred stock present at the special meeting may vote in person, and a vote by any such holder prior to the special meeting may be revoked in writing at any time prior to the vote being taken at the special meeting. The presence of a BVBC stockholder at the special meeting will not automatically revoke that stockholder's previous vote. A BVBC stockholder may revoke such stockholder's vote (without, however, affecting any vote taken prior to such revocation) by (i) filing with the Secretary of BVBC a written notice of revocation, (ii) delivering to BVBC a duly executed proxy bearing a later date, or (iii) attending the meeting and voting in person.
Sincerely,
 
/s/ Robert D. Regnier
 
Robert D. Regnier
Chairman, President and Chief Executive Officer
Your vote is important. Please vote by using one of the methods described in the enclosed proxy card,
whether or not you plan to attend the special meeting.

i



REFERENCES TO ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates by reference important business and financial information about Heartland Financial USA, Inc. ("Heartland") from documents that are not included in or delivered with this proxy statement/prospectus. You can obtain documents incorporated by reference in this proxy statement/prospectus and other filings of Heartland with the Securities and Exchange Commission by requesting them in writing or by telephone from Heartland at the following address:
Heartland Financial USA, Inc.
1398 Central Avenue
P.O. Box 778
Dubuque, Iowa 52004-0778
Attention: Angela W. Kelley, Corporate Secretary
(Telephone (563) 589-2100)

You will not be charged for any of these documents that you request. Stockholders of Blue Valley Ban Corp. ("BVBC") requesting documents should do so by , 2019 in order to receive them before the special meeting of BVBC stockholders (the "special meeting").
See the section titled "Where You Can Find More Information" beginning on page 66.
You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus in determining whether to vote in favor of the proposed merger of BVBC with and into Heartland. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated , 2019. You should not assume that the information contained in, or incorporated by reference into, this proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this proxy statement/prospectus to BVBC stockholders nor the issuance by Heartland of common stock in connection with the merger of Heartland and BVBC will create any implication to the contrary.


ii


TABLE OF CONTENTS
 
Page
REFERENCES TO ADDITIONAL INFORMATION
ii
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
1
SUMMARY
5
HEARTLAND SELECTED CONSOLIDATED FINANCIAL DATA
11
RISK FACTORS
13
FORWARD-LOOKING STATEMENTS
16
THE BVBC SPECIAL MEETING
17
BACKGROUND AND REASONS FOR THE MERGER
19
REGULATORY MATTERS AND TAX CONSEQUENCES AND ACCOUNTING TREATMENT OF THE MERGER
42
DISSENTERS' RIGHTS OF BVBC STOCKHOLDERS
45
THE MERGER AGREEMENT
47
INFORMATION ABOUT BVBC
56
INFORMATION ABOUT HEARTLAND
57
COMPARISON OF RIGHTS OF HOLDERS OF HEARTLAND COMMON STOCK AND BVBC COMMON STOCK
59
CERTAIN OPINIONS
66
EXPERTS
66
WHERE YOU CAN FIND MORE INFORMATION
66
APPENDIX A – AGREEMENT AND PLAN OF MERGER
A-1
APPENDIX B – KANSAS DISSENTERS’ RIGHTS STATUTES
B-1
APPENDIX C – FAIRNESS OPINION OF FINANCIAL ADVISOR TO BVBC
C-1



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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
The following section includes questions and answers that address some commonly asked questions about the merger of Blue Valley Ban Corp. ("BVBC") with and into Heartland Financial USA, Inc. ("Heartland") (the "merger") and the special meeting to be held to adopt the merger agreement. This section may not include all the information that may be important to you. You should read this entire proxy statement/prospectus carefully, including the Appendices, and any additional documents incorporated by reference herein to fully understand the merger agreement and the transactions contemplated thereby, including the merger, the proposals to be considered at the special meeting, the voting procedures for the special meeting, the issuance of Heartland common stock in connection with the merger and the risks of owning Heartland common stock.
Q:    What is the merger?
A:
Heartland and BVBC entered into an Agreement and Plan of Merger on January 16, 2019 (the "merger agreement"). Under the merger agreement, BVBC will merge with and into Heartland, with Heartland continuing as the surviving corporation. A copy of the merger agreement is attached as Appendix A to this proxy statement/prospectus. The merger cannot be completed unless, among other things, the parties receive all necessary regulatory approvals to consummate the merger. Also, the holders of at least a majority of the issued and outstanding shares of BVBC common stock and at least a majority of the issued and outstanding shares of BVBC Series B preferred stock (voting separately as holders of two different classes of stock) vote "FOR" the merger proposal at the special meeting.
Q:    Why am I receiving this proxy statement/prospectus?
A:
Heartland and BVBC are delivering this proxy statement/prospectus to you for two purposes. First, BVBC has called the special meeting to consider the proposals and to adopt the merger agreement and possibly adjourn the meeting. This document serves as proxy statement for the special meeting, describes the proposals to be presented at such meeting and constitutes a notice with respect to the special meeting. Second, this document is a prospectus that is being delivered to BVBC stockholders because Heartland is offering shares of its common stock to BVBC stockholders in connection with the merger. This proxy statement/prospectus contains important information about the merger, the proposals being voted on at the special 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 BVBC common stock and BVBC Series B preferred stock without attending the special meeting. Your vote is important, and BVBC encourages you to submit your vote as soon as possible.
Q:    When and where is the special meeting?
A:
The special meeting will be held at , located at on , 2019 at , local time.
Q:    What are BVBC stockholders being asked to vote on at the special meeting?
A:
BVBC is soliciting proxies from its stockholders with respect to the following matters:
A proposal to adopt the merger agreement, as it may be amended from time to time (the "merger proposal"); and
A proposal to adjourn the BVBC special meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to adopt the merger agreement (the "adjournment proposal").

The BVBC board of directors unanimously recommends that you vote "FOR" the merger proposal and "FOR" the adjournment proposal (the "BVBC board recommendation").
Q:    What will BVBC stockholders be entitled to receive in the merger?
A:
If the merger is completed, BVBC stockholders will be entitled to receive 0.3271 shares of Heartland common stock in exchange for each share of BVBC common stock (including shares of BVBC common stock acquired upon conversion of shares of BVBC Series B preferred stock and the vesting of the shares of BVBC restricted common stock (the "BVBC restricted shares") immediately prior to the effective time of the merger, 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 Merger."

1


Q:    What is the value of the merger consideration?
A:
Between the date of this proxy statement/prospectus and the completion of the merger, the value of the merger consideration will fluctuate based on the market price of Heartland common stock and certain potential adjustments to the merger consideration. Based on the closing price of a share of Heartland common stock as of March 1, 2019 (the last trading date before the date of this proxy statement/prospectus) of $48.63, the merger consideration to be received by BVBC stockholders was valued in the aggregate amount of approximately $100.5 million, or $15.91 for each share of BVBC common stock (including shares of BVBC common stock acquired upon conversion of shares of BVBC Series B preferred stock and the vesting of the BVBC restricted shares immediately prior to the effective time of the merger). This valuation is based on the assumption that no adjustments to the merger consideration will be made based on BVBC's Adjusted Tangible Common Equity (as defined in the section titled "The Merger Agreement—The Merger—Merger Consideration" in this proxy statement/prospectus). Because the market price for Heartland common stock will fluctuate and the Adjusted Tangible Common Equity of BVBC may decline prior to the effective time of the merger, the value and amount, respectively, of the actual consideration you receive will be different from the amounts described above. See the section titled "Summary—What You Will Receive in the Merger."
Q:    Will Heartland pay dividends after the merger?
A:
Heartland paid a quarterly dividend of $0.16 per share of common stock in the first quarter of 2019. Although Heartland has paid quarterly dividends on its common stock without interruption for 38 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.
Q:    Who is entitled to vote at the special meeting?
A:
The BVBC board of directors has fixed the close of business on , 2019 as the record date for the special meeting. Accordingly, if you were a record stockholder of BVBC common stock or BVBC Series B preferred stock at that time, you are entitled to notice of and to vote at the special meeting. As of , 2019, there were shares of BVBC common stock and shares of BVBC Series B preferred stock, respectively, issued and outstanding. The BVBC common stock and the BVBC Series B preferred stock were owned by holders of BVBC common stock and one holder of BVBC Series B preferred stock, respectively.
Q:    What constitutes a quorum for the special meeting?
A:
The presence in person or by proxy of holders of at least a majority of each of the issued and outstanding shares of BVBC common stock and the issued and outstanding shares of BVBC Series B preferred stock entitled to be voted at the special meeting constitutes a quorum for the voting on the proposal to approve and adopt the merger agreement at the special meeting. All shares of BVBC common stock and BVBC Series B preferred stock present in person or represented by proxy (including shares with respect to which the holders have abstained from voting and broker non-votes, if any) will be treated as present for purposes of determining the presence or absence of a quorum for the vote on the merger proposal and the adjournment proposal at the special meeting.
Q:    What is the vote required to approve each proposal at the special meeting?
A:
The affirmative vote of at least a majority of the issued and outstanding shares of BVBC common stock and at least a majority of the issued and outstanding shares of BVBC Series B preferred stock is required to approve the merger proposal. Holders of BVBC common stock and BVBC Series B preferred stock will vote separately on the merger proposal as holders of different classes of stock. If you "ABSTAIN," fail to vote, fail to submit valid proxy instructions to your broker, bank or other nominee or fail to vote in person at the special meeting, it will have the effect of a vote "AGAINST" the merger proposal.
The holders of BVBC Series B preferred stock are not entitled to vote on the adjournment proposal. The affirmative vote of a majority of votes cast by holders of BVBC common stock is required to approve the adjournment proposal. With respect to the adjournment proposal, if you "ABSTAIN," fail to vote prior to the special meeting or fail to vote in person at the special meeting, it will have no effect on the proposal.
Q:    How does the BVBC board of directors recommend that I vote at the special meeting?
A:
The BVBC board of directors unanimously recommends that you vote "FOR" the merger proposal and "FOR" the adjournment proposal, if it is necessary or appropriate. For a discussion of the factors considered by the BVBC board

2


of directors in reaching its decision to approve the merger agreement, see the section titled "Background and Reasons for the Merger—BVBC's Reasons for the Merger."
Q:
If my shares are held in "street name" by my broker, bank or other nominee, will my broker, bank or other nominee automatically vote my shares for me?
A:
Your broker, bank or other nominee will not be able to vote your shares of BVBC common stock on the merger proposal unless you provide instructions on how to vote. Please instruct your broker, bank or other nominee how to vote your shares of BVBC common stock, following the directions that your broker, bank or other nominee provides. If you do not provide instructions to your broker, bank or other nominee, your shares of BVBC common stock will not be voted, and this will have the effect of voting “AGAINST” the merger proposal. Please review the instructions from your broker, bank or other nominee to see if your broker, bank or other nominee offers telephone or internet voting.
Q:    What do I need to do now?
A:
After you have carefully read this proxy statement/prospectus and have decided how you wish to vote your shares, please vote your shares of BVBC common stock and BVBC Series B preferred stock using one of the alternative voting methods described in the enclosed proxy card. As provided in the proxy card, you have the three following methods for voting before the special meeting:
On the Internet at www.proxyvote.com;
By telephone, by dialing (800) 690-6903; or
By mail. PLEASE SIGN AND DATE THE ACCOMPANYING PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED POSTAGE PAID RETURN ENVELOPE.
If you are a stockholder of record, you may revoke your vote and vote your shares in person if your vote is revoked in accordance with the procedures described below under the question "Can I Change My Vote?"
Q:    Do I have dissenters' rights?
A:
Yes. BVBC stockholders may exercise dissenters' rights in connection with the merger. For further information, see "Summary—You Have Dissenters' Rights Under the Kansas General Corporation Code" and "Dissenters' Rights of BVBC Stockholders," which discussions are qualified by the full text of the provisions of the Kansas General Corporation Code ("KGCC") relating to rights of dissent set forth in Appendix B to this proxy statement/prospectus.
Q:
Have any BVBC stockholders agreed to vote in favor of the merger proposal?
A:
Yes. Pursuant to a stockholder voting agreement, certain holders of BVBC common stock and BVBC Series B preferred stock have agreed to vote their shares in favor of the merger proposal. The holders of BVBC common stock who have agreed to vote for the merger proposal have the right to vote, or direct the voting of, 53.6% of the outstanding shares of BVBC common stock as of the record date. There was only one holder of BVBC Series B preferred stock as of the record date, and, pursuant to the stockholder voting agreement, such holder has agreed to vote all of its shares of BVBC Series B preferred stock in favor of the merger proposal. However, in the event of a withdrawal of the BVBC board recommendation, the stockholder voting agreement will terminate, and none of the BVBC stockholders who have signed such agreement will be required to vote in favor of the merger proposal. Unless the stockholder voting agreement is so terminated, the merger proposal will be approved by the BVBC stockholders.
Q:    If approval of the merger is "locked up" by the stockholder voting agreement, why is my vote important?
A:
If the BVBC board recommendation should change, the stockholder voting agreement will terminate, and the vote of the BVBC stockholders with respect to the merger proposal will determine whether the merger occurs.
Q:    Can I attend the special meeting and vote my shares in person?
A:
Yes. All stockholders of BVBC are invited to attend and vote at the special meeting, and voting by proxy will not affect your ability to attend the meeting and vote in person. However, voting by proxy will enable BVBC to ensure the presence of a quorum to conduct business at the special meeting in the event that you intend, but are unable, to attend the meeting. Accordingly, BVBC encourages you to vote by proxy, even if you expect to attend the meeting in person.

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Q:    Can I change my vote?
A:
Yes. You may change your vote at any time before the vote is taken at the special meeting by (a) sending a written notice to the Secretary of BVBC stating that you are revoking your vote; (b) completing and submitting a new proxy card, which form is actually received by the Secretary prior to the vote at the special meeting; or (c) attending the special meeting and voting in person (although your presence at the meeting, without voting, will not automatically revoke your proxy).
Q:    Should I send in my BVBC stock certificates now?
A:
No. Please do not send in your BVBC stock certificates at this time or with your proxy card. After the merger is completed, Heartland's paying agent will send you instructions for exchanging BVBC stock certificates for the merger consideration.
Q:    When do you expect to complete the merger?
A:
Heartland and BVBC currently expect to complete the merger in the second quarter of 2019. However, neither Heartland nor BVBC can assure you of when or if the merger will be completed. Before the merger is completed, BVBC must obtain the approval of its stockholders for the merger proposal, necessary regulatory approvals must be obtained and certain other closing conditions must be satisfied.
Q:    Where can I find information about Heartland and BVBC?
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 BVBC in the section titled "Information About BVBC."
Q:    Whom should I call with questions?
A:
If you have any questions about the merger, the special meeting or this proxy statement/prospectus, or would like additional copies of this proxy statement/prospectus or need help voting your shares of BVBC common stock or Series B preferred stock, please contact:
Mark A. Fortino
Chief Financial Officer, Treasurer and Secretary
Blue Valley Ban Corp.
11935 Riley Street
Overland Park, Kansas 66213
(913) 338-1000

4



SUMMARY
This summary highlights selected information from this proxy statement/prospectus. The summary does not contain all of the information that may be important to you. We urge you to read carefully this entire proxy statement/prospectus and the other documents which are referred to herein in order to understand fully the merger and any related transactions. In addition, important business and financial information about Heartland is incorporated by reference in this proxy statement/prospectus. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions in the section titled "Where You Can Find More Information." Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.
BVBC and Heartland (Pages 56 to 59).
BVBC. BVBC is a Kansas corporation and 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 December 31, 2018, BVBC had, on a consolidated basis, approximately $718 million in total assets, $555 million in net loans outstanding, $563 million in deposits and $53 million in total stockholders' equity. BVBC's principal executive office is located at 11935 Riley Street, Overland Park, Kansas 66213, and its telephone number is (913) 338‑1000.
Heartland. Heartland is a multi-bank holding company. Heartland has 11 bank subsidiaries in the states of Iowa, Illinois, Wisconsin, New Mexico, Arizona, Montana, Colorado, Minnesota, Missouri, Kansas, Texas and California.
As of December 31, 2018, Heartland's bank subsidiaries together operated a total of 119 banking locations in 89 different communities in the above states. The principal business of Heartland's bank subsidiaries consists of making loans to and accepting deposits from businesses and individuals. Its bank subsidiaries provide full service commercial and retail banking in their communities. Both Heartland's loans and its deposits are generated primarily through strong banking and community relationships and through management that is actively involved in the community. Heartland's lending and investment activities are funded primarily by core deposits. This stable source of funding is achieved by developing strong banking relationships with customers through value-added product offerings, competitive market pricing, convenience and high-touch personal service. Deposit products, which are insured by the Federal Deposit Insurance Corporation (the "FDIC") to the full extent permitted by law, include checking and other demand deposit accounts, NOW accounts, savings accounts, money market accounts, certificates of deposit, individual retirement accounts, health savings accounts and other time deposits. Loan products include commercial and industrial, commercial real estate, small business, agricultural, real estate mortgage, consumer, and credit cards for commercial, business and personal use.
Heartland supplements the local services of its bank subsidiaries with a full complement of ancillary services, including wealth management, investment and insurance services. Heartland provides convenient electronic banking services and client access to account information through business and personal online banking, mobile banking, bill payment, remote deposit capture, treasury management services, debit cards and automated teller machines.
At December 31, 2018, Heartland had, on a consolidated basis, approximately $11.41 billion of total assets, total loans held to maturity of $7.41 billion, total deposits of $9.40 billion and common stockholders' equity of $1.33 billion. Heartland was formed as an Iowa corporation in 1981 and reincorporated in Delaware in 1993. Heartland's principal executive office is located at 1398 Central Avenue, Dubuque, Iowa 52001, and its telephone number is (563) 589‑2100.
BVBC Will be Merged into Heartland (Page 47).
We encourage you to read the merger agreement, which is attached as Appendix A to this proxy statement/prospectus. The merger agreement provides that BVBC will be merged with and into Heartland. Heartland will survive the merger, and the separate corporate existence of BVBC will cease. Immediately following the effective time of the merger, BankBV will be merged with and into Morrill & Janes Bank and Trust Company ("M&JBank"), Heartland's Kansas bank subsidiary, pursuant to an agreement of merger, dated January 16, 2019, between BankBV and M&JBank (the "bank merger agreement").

5


What You Will Receive in the Merger (Pages 47 to 48).
As a stockholder of BVBC (whether your shares of BVBC common stock are freely transferable or restricted) you will receive merger consideration of 0.3271 shares of Heartland common stock for each share of BVBC common stock you own immediately prior to the effective time of the merger (the "exchange ratio"), subject to certain adjustments described below. Immediately prior to the effective time of the merger, each issued and outstanding share of BVBC Series B preferred stock will be converted into one share of BVBC common stock and each unvested BVBC restricted share will be vested. Accordingly, each holder of shares of BVBC Series B preferred stock will become a holder of shares of BVBC common stock prior to such effective time and be entitled to receive shares of Heartland common stock in the merger on the same terms as holders of shares of BVBC common stock. In the event the effective 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 section titled "The Merger Agreement—The Merger—The Determination of Merger Consideration" in this proxy statement/prospectus) as of June 30, 2019 is less than $55,500,000 (the "minimum equity"). If the effective time 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 for purposes of determining whether a downward adjustment of the exchange ratio will be made. Also, if the price of Heartland common stock drops below certain levels, as described under the section titled "The Merger Agreement—Termination," BVBC may exercise a "walk-away" right to terminate the merger agreement unless Heartland increases the exchange ratio by exercising a "top-up" option.
Based on the closing price of a share of Heartland common stock as of January 15, 2019 (the last trading date before the merger agreement was executed) of $45.45, the aggregate merger consideration to be received by BVBC stockholders was valued at approximately $93.9 million, or $14.87 for each share of BVBC common stock and BVBC Series B preferred stock. Based on the closing price of a share of Heartland common stock as of March 1, 2019 (the last trading date before the date of this proxy statement/prospectus) of $48.63, the aggregate merger consideration to be received by BVBC stockholders was valued at approximately $100.5 million, or $15.91 for each share of BVBC common stock. These valuations are based on the assumption that no adjustments will be made to the exchange ratio based on BVBC's Adjusted Tangible Common Equity. 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 and the Adjusted Tangible Common Equity of BVBC may decline prior to completion of the merger, the value and amount, respectively, of the actual consideration you will receive may be different from the amounts described above.
BVBC's board of directors unanimously recommends that you vote "FOR" the merger proposal and "FOR" the adjournment proposal (Pages 19 to 26).
The board of directors of BVBC believes that the merger is in the best interests of BVBC and its stockholders and has unanimously approved the merger agreement. For a discussion of the factors considered by the BVBC board of directors in reaching its decision to approve the merger agreement, see the section titled "Background and Reasons for the Merger—BVBC's Reasons for the Merger and Recommendation of BVBC's Board of Directors."
Opinion of BVBC Financial Advisor (Pages 26 to 39).
In deciding to approve the merger agreement, the board of directors of BVBC considered the opinion of its financial advisor, D.A. Davidson & Co. ("Davidson"). On January 14, 2019, the board of directors of BVBC received a written opinion from Davidson to the effect that, as of January 14, 2019 and subject to the assumptions and qualifications set forth in the opinion, the exchange ratio to be paid to the holders of BVBC common stock in the merger was fair, from a financial point of view, to such holders. A copy of this opinion is attached to this proxy statement/prospectus as Appendix C. BVBC stockholders should read the opinion completely and carefully to understand the assumptions made, matters considered and limitations on the review undertaken by Davidson in providing its opinion.
Regulatory Approvals Required for the Merger (Page 42).
The completion of the merger is subject to the receipt of approvals or waivers from the Board of Governors of the Federal Reserve System (the "FRB"), the Office of the State Bank Commissioner of Kansas (the "OSBCK") and the FDIC and the expiration of all required waiting periods. Each of Heartland and BVBC has agreed to cooperate with the other party to obtain all regulatory approvals and authorizations required to complete the merger. Although the parties expect to receive all required regulatory approvals in a timely manner, they cannot be certain when or if the approvals will be obtained or, if obtained, whether the approvals will contain terms, conditions or restrictions not currently contemplated that will be detrimental to Heartland or M&JBank after the completion of the merger.

6


Conditions That Must Be Satisfied or Waived for the Merger to Occur (Pages 49 to 50).
The parties currently expect to complete the merger in the second quarter of 2019. As more fully described in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include, among others:
The approval of the merger agreement by the requisite vote of the stockholders of BVBC;
The receipt of all required regulatory approvals and required consents;
The absence of any government action that would restrain or prohibit the merger, prohibit ownership by Heartland of a material portion of BVBC's business or assets, or require Heartland to divest any of its or BVBC's businesses or assets;
The exercise of dissenters' rights by the holders of not more than 5% of the issued and outstanding shares of BVBC common stock;
The effectiveness of the registration statement of which this proxy statement/prospectus is a part;
The truth and correctness of the representations and warranties of each party to the merger agreement, subject to the materiality qualifications contained in the merger agreement;
The performance by each party in all material respects of their obligations under the merger agreement;
The receipt by BVBC of a legal opinion from its legal counsel that the merger will qualify as a tax-free reorganization under Section 368(a) of the Code; and
The employment agreement by and among Heartland, BVBC, BankBV, M&JBank and Robert D. Regnier being in full force and effect.

The parties cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.
Termination Provisions of the Merger Agreement (Pages 51 to 53).
Heartland or BVBC may terminate the merger agreement:
if the boards of directors of Heartland and BVBC mutually consent to the termination of the merger agreement;
if there is a law or governmental order that prohibits the merger; or
if a governmental entity has denied the approval of the merger on a final and non-appealable basis.

BVBC may also terminate the merger agreement:
if the merger has not been completed by July 31, 2019, unless BVBC has failed to comply fully with its obligations under the merger agreement;
if Heartland has or will have breached any representation, warranty or agreement in any material respect and such breach cannot be or is not cured within 30 days after written notice of the breach is given;
if holders of at least a majority of the issued and outstanding shares of BVBC common stock and a majority of the issued and outstanding shares of BVBC Series B preferred stock (voting separately as holders of two different classes of stock) fail to approve the merger proposal at the special meeting;
if BVBC has entered into a merger, acquisition or other agreement to effect a superior proposal (as defined in this proxy statement/prospectus in the section titled "The Merger Agreement—No Solicitation") provided that BVBC has complied with the provisions of its covenant not to solicit superior proposals; or
if any of the mutual conditions or BVBC's conditions to complete the merger become impossible to satisfy (other than through a failure of BVBC to comply with its obligations under the merger agreement).

BVBC also may terminate the merger agreement pursuant to a "walk-away" right. The walk-away right may be exercised by BVBC at any time within five business days after the last business day of the month immediately preceding the month in which the merger would otherwise occur (the "determination date"), if both of the following conditions are met:
the closing price of the Heartland common stock on the determination date (the "Heartland determination date stock price") is below $37.75; and
the ratio of the Heartland determination date stock price to $44.42, the closing price of Heartland common stock on the trading day immediately prior to the date of the merger agreement, is less than the ratio of the average daily

7


closing value of the KBW Nasdaq Regional Banking Index (^KRX) (the "index") during the same time period used to calculate the Heartland determination date stock price, to the closing value of the index on the trading day immediately prior to the date of the merger agreement, after subtracting 0.150 from the second ratio.

However, BVBC's written notice to terminate the merger agreement pursuant to the "walk-away" right will have no force and effect if Heartland exercises its "top-up" option and agrees in writing within five business days to increase the original exchange ratio to an amount equal to:
the original exchange ratio (0.3271 shares of Heartland common stock for each share of BVBC common stock), divided by the Heartland determination date stock price, and
multiplied by $37.75.

Because the "walk-away" formula is dependent on the future price of Heartland common stock and the index, it is not possible to determine what the adjusted merger consideration would be at this time, but, in general, more shares of Heartland common stock would be issued to take into account the extent to which the Heartland determination date stock price is less than $37.75.
Heartland may terminate the merger agreement:
if the merger has not been completed by July 31, 2019, unless Heartland has failed to comply fully with its obligations under the merger agreement;
if BVBC has or will have breached any representation, warranty or agreement in any material respect and such breach cannot be or is not cured within 30 days after written notice of the breach is given;
if holders of at least a majority of the issued and outstanding shares of BVBC common stock and at least a majority of the issued and outstanding shares of BVBC Series B preferred stock fail to approve the merger proposal at the special meeting; or
if any of the mutual conditions or Heartland's conditions to complete the merger become impossible to satisfy (other than through a failure of Heartland to comply with its obligations under the merger agreement).

In certain events of termination, where a party has materially breached its obligations under the merger agreement, and the breach cannot be cured in a 30-day period, or where the merger agreement has not been adopted by the requisite vote of the BVBC stockholders, the breaching party must reimburse the other party for out-of-pocket expenses not to exceed $1,000,000 in the aggregate.
BVBC must pay a termination fee of $3,756,000 in cash if the merger agreement is terminated:
by BVBC because it has determined to enter into an agreement with another acquirer that has submitted a superior proposal;
by Heartland if BVBC has breached its agreement to call a meeting of stockholders and to recommend that its stockholders adopt the merger agreement at such meeting; or
BVBC has breached any of the provisions of its covenant not to solicit superior proposals.

If BVBC is required to pay the termination fee, BVBC will not be obligated to reimburse Heartland for its out-of-pocket expenses.
You have Dissenters' Rights under the Kansas General Corporation Code (Pages 45 to 47).
BVBC stockholders are entitled to dissenters' rights under Section 17-6712 of the KGCC. As a result, if the merger is completed, you are entitled to obtain payment equal to the fair value of your shares of BVBC common stock (including those shares issued upon the conversion of the BVBC Series B preferred stock) instead of the per share merger consideration. The ultimate amount you receive in an appraisal proceeding may be less than, equal to or more than the amount you would have received under the merger agreement. To exercise your dissenters' rights, you must submit a written objection to the merger to BVBC before the vote is taken on the merger proposal, vote "AGAINST" the merger proposal, and submit a written demand for appraisal after the vote is taken on the merger proposal. Your failure to follow exactly the procedures specified under the KGCC may result in the loss of your dissenters' rights. If you hold your shares of BVBC common stock through a broker, bank or other nominee and you wish to exercise dissenters' rights, you should consult with your broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by your broker, bank or other nominee. In light of the complexity of the KGCC, BVBC stockholders who may wish to pursue dissenters' rights should consult their legal and

8


financial advisors. See the section titled "Dissenters' Rights of BVBC Stockholders" in this proxy statement/prospectus and the text of Section 17-6712 of the KGCC reproduced in its entirety in Appendix B to this proxy statement/prospectus.
The Interests of Certain Executive Officers and Directors of BVBC May Be Different from the Interests of BVBC's Stockholders Generally (Pages 40 to 41).
Certain executive officers and directors of BVBC have interests in the merger that are different from, or in addition to, those interests of BVBC's stockholders generally. For a more complete description of these interests, please see “Background and Reasons for the Merger—Interests of BVBC Directors and Executive Officers in the Merger.” These interests and arrangements may cause the directors and executive officers to view the merger proposal differently than how you may view it. BVBC's board of directors was aware of these interests and considered them, among other matters, when making the decision to approve the merger agreement and recommend that BVBC stockholders adopt the merger agreement.
United States Federal Income Tax Consequences (Pages 42 to 44).
The merger is intended to qualify as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). Provided that the merger qualifies as a "reorganization" within the meaning of Section 368(a) of the Code, "U.S. Holders" (as defined in the section of this proxy statement/prospectus titled "Regulatory Matters and Tax Consequences and Accounting Treatment of the Merger—Material U.S. Federal Income Tax Consequences of the Merger") of shares of BVBC common stock will generally not recognize any gain or loss for U.S. federal income tax purposes as a result of the exchange of their shares of BVBC common stock for shares of Heartland common stock in the merger, except with respect to any cash received in lieu of fractional shares of Heartland common stock. Any such gain or loss will be measured by the difference between the cash received for such fractional share and such U.S. Holder's tax basis in its shares of BVBC common stock allocable to that fractional share.
The obligations of BVBC to complete the merger are subject to, among other conditions as described in this proxy statement/prospectus and the merger agreement (which is included as Annex A to this proxy statement/prospectus), the receipt of the opinion of Hunton Andrews Kurth LLP ("Hunton"), counsel to BVBC, that the merger will qualify as a "reorganization" under Section 368(a) of the Code. BVBC does not currently intend to waive the receipt of this opinion as a condition to its obligation to complete the merger.
The material U.S. federal income tax consequences of the merger to U.S. Holders are described further in the section titled "Regulatory Matters and Tax Consequences and Accounting Treatment of the Merger—Material U.S. Federal Income Tax Consequences of the Merger." Tax matters can be complicated and the tax consequences of the merger to each BVBC stockholder will depend on such stockholder's particular tax situation. BVBC stockholders should consult their own tax advisors regarding the tax consequences of the merger to them in light of their particular circumstances, including the tax consequences under state, local, foreign and other tax laws.
Comparative Per Share Data
The following table presents comparative historical per share data of Heartland and BVBC and unaudited pro forma per share data that reflect the combination of Heartland and BVBC using the purchase method of accounting:
 
As of and for the Year Ended
December 31, 2018
 
Heartland
 
BVBC
 
Pro Forma
Combined
 
Equivalent
Pro Forma(1)
Net income per share
 
 
 
 
 
 
 
Basic (excludes BVBC Series B preferred stock)
$
3.54

 
$
0.95

 
$
3.51

 
$
1.15

Diluted(2)
$
3.52

 
$
0.88

 
$
3.47

 
$
1.14

Dividends per common share
$
0.59

 
$

 
$
0.55

 
$
0.18

Book value per diluted common share(2)
$
38.44

 
$
8.42

 
$
37.72

 
$
12.34

_________________
(1)
The data under the heading "Equivalent Pro Forma" was determined by multiplying the amounts under the "Pro Forma Combined" heading by the fixed exchange ratio of 0.3271.
(2)
Diluted amounts were determined based on the assumption that all of the issued and outstanding shares of BVBC Series B preferred stock were converted into shares of BVBC common stock on January 1, 2018.



9


    Heartland expects it will incur merger and integration charges as a result of the merger. Heartland also anticipates that the merger will provide Heartland with financial benefits that include reduced operating expenses and the opportunity to earn more revenue. The pro forma information, although helpful in illustrating the financial characteristics of Heartland after the merger under one set of assumptions, does not reflect these expenses or benefits. Accordingly, the pro forma information is not intended to predict future results. The pro forma financial information also does not necessarily reflect what the historical results of Heartland would have actually been had Heartland and BVBC been combined as of the date and for the year presented.
Market Price Information
The table below sets forth (a) the closing sale prices per share of Heartland common stock on the Nasdaq Global Select Market and (b) the closing sale prices per share of BVBC common stock on the OTCQX U.S. Market, on January 15, 2019, the last trading day before Heartland and BVBC executed the merger agreement, and on March 1, 2019, the last practicable trading day before the date of this proxy statement/prospectus.
 
Heartland Common Stock Closing Sale Price
 
BVBC
Common Stock Closing Sale Price
 
Equivalent Price
per Share of
Heartland Common Stock(1)
January 15, 2019
$
45.45

 
$
11.25

 
$
14.87

March 1, 2019
$
48.63

 
$
15.65

 
$
15.91

_________________
(1)
The Equivalent Price per Share of Heartland Common Stock at each of the specified dates in the table represents the product of the closing sales price of a share of Heartland common stock on such date multiplied by the fixed exchange ratio of 0.3271, which is the number of shares of Heartland common stock that a BVBC stockholder would receive for each share of BVBC common stock or BVBC Series B preferred stock in the merger. BVBC stockholders should obtain current market price quotations for shares of Heartland common stock prior to making any decisions with respect to approval of the merger proposal.

The market price of Heartland common stock will fluctuate between the date of this proxy statement/prospectus and the date on which the merger is completed and thereafter. Because the market price of Heartland common stock is subject to fluctuations, the value of the shares of Heartland common stock that BVBC stockholders will receive in the merger may increase or decrease prior to and after the effective date of the merger.
By voting to adopt the merger agreement, holders of BVBC common stock will be choosing to invest in Heartland because they will receive Heartland common stock in exchange for their shares of BVBC common stock and BVBC Series B preferred stock pursuant to the merger agreement. An investment in Heartland's common stock involves significant risk. In addition to the other information included in this proxy statement/prospectus, including the matters addressed in the section of this proxy statement/prospectus titled "Forward-Looking Statements," BVBC stockholders should carefully consider the matters described below in section titled "Risk Factors" of this proxy statement/prospectus when determining whether to adopt the merger agreement.
Stock Trading and Dividend Information
Heartland. Shares of Heartland common stock are quoted on the Nasdaq Global Stock Market under the symbol "HTLF." Heartland currently pays quarterly cash dividends on its common stock. During 2018, the amount of these dividends ranged from $0.13 to $0.19 per share. The dividend of $0.19 per share paid in the fourth quarter of 2018 included a special cash dividend. In the first quarter of 2019, Heartland paid a cash dividend of $0.16 per share.
Heartland's ability to pay cash dividends to its stockholders is largely dependent upon the cash dividends it receives from its bank subsidiaries, which are subject to regulatory limitations on the amount of cash dividends they may pay. Accordingly, there can be no guarantee that Heartland will continue to pay cash dividends on its common stock at the same rates it has in the past or at all. All dividends on Heartland common stock are declared at the discretion of Heartland's board of directors.
BVBC. Shares of BVBC common stock are quoted on the OTCQX U.S. Market under the symbol "BVBC." However, the BVBC common stock is very thinly traded, and quoted prices are not necessarily indicative of the value of the shares of BVBC common stock. There is no trading market for shares of BVBC Series B preferred stock. BVBC has not paid any cash dividends on its common stock or Series B preferred stock since 2007.


10


HEARTLAND SELECTED CONSOLIDATED FINANCIAL DATA
The summary selected consolidated financial data of Heartland presented below as of and for each of the years in the five-year period ended December 31, 2018, is derived from Heartland's audited historical consolidated financial statements. This financial data is only a summary and should be read in conjunction with the consolidated financial statements and the notes thereto incorporated by reference into this proxy statement/prospectus from Heartland's Annual Report on Form 10‑K for the fiscal year ended December 31, 2018. The historical results presented below, included elsewhere or incorporated by reference into this proxy statement/prospectus, are not necessarily indicative of the future performance of Heartland.
Selected Financial Data
 
As of and for the Years Ended December 31,
(Dollars in thousands, except per common share data)
2018
 
2017
 
2016
 
2015
 
2014
Statement of Income Data
 
 
 
 
 
 
 
 
 
Interest income
$
465,820

 
$
363,658

 
$
326,479

 
$
265,968

 
$
237,042

Interest expense
51,866

 
33,350

 
31,813

 
31,970

 
33,969

Net interest income
413,954

 
330,308

 
294,666

 
233,998

 
203,073

Provision for loan losses
24,013

 
15,563

 
11,694

 
12,697

 
14,501

Net interest income after provision for loan losses
389,941

 
314,745

 
282,972

 
221,301

 
188,572

Noninterest income
109,160

 
102,022

 
113,601

 
110,685

 
82,224

Noninterest expenses
353,888

 
297,675

 
279,668

 
251,046

 
215,800

Income taxes
28,215

 
43,820

 
36,556

 
20,898

 
13,096

Net income
116,998

 
75,272

 
80,349

 
60,042

 
41,900

Preferred dividends and discount
(39
)
 
(58
)
 
(292
)
 
(817
)
 
(817
)
Interest expense on convertible preferred debt

 
12

 
51

 

 

Net income available to common stockholders
$
116,959

 
$
75,226

 
$
80,108

 
$
59,225

 
$
41,083

 
 
 
 
 
 
 
 
 
 
Per Common Share Data
 
 
 
 
 
 
 
 
 
Net income-diluted
$
3.52

 
$
2.65

 
$
3.22

 
$
2.83

 
$
2.19

Cash dividends
$
0.59

 
$
0.51

 
$
0.50

 
$
0.45

 
$
0.40

Dividend payout ratio
16.76
%
 
19.25
%
 
15.53
%
 
15.90
%
 
18.26
%
Book value per common share (GAAP)
$
38.44

 
$
33.07

 
$
28.31

 
$
25.92

 
$
22.40

Tangible book value per common share
(non-GAAP)(1)
$
25.70

 
$
23.99

 
$
22.55

 
$
20.57

 
$
19.99

Weighted average shares outstanding-diluted
33,213,148

 
28,425,652

 
24,873,430

 
20,929,385

 
18,741,921

_________________
(1)
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.


11


 
As of and for the Years Ended December 31,
(Dollars in thousands)
2018
 
2017
 
2016
 
2015
 
2014
Balance Sheet Data
 
 
 
 
 
 
 
 
 
Investments
$
2,715,388

 
$
2,492,866

 
$
2,131,086

 
$
1,878,994

 
$
1,706,953

Loans held for sale
119,801

 
44,560

 
61,261

 
74,783

 
70,514

Total loans receivable(1)
7,407,697

 
6,391,464

 
5,351,719

 
5,001,486

 
3,878,003

Allowance for loan losses
61,963

 
55,686

 
54,324

 
48,685

 
41,449

Total assets
11,408,006

 
9,810,739

 
8,247,079

 
7,694,754

 
6,051,812

Total deposits(2)
9,396,429

 
8,146,909

 
6,847,411

 
6,405,823

 
4,768,022

Long-term obligations
274,905

 
285,011

 
288,534

 
263,214

 
395,705

Preferred equity

 
938

 
1,357

 
81,698

 
81,698

Common stockholders' equity
1,325,175

 
990,519

 
739,559

 
581,475

 
414,619

Earnings Performance Data
 
 
 
 
 
 
 
 
 
Return on average total assets
1.09
%
 
0.83
%
 
0.98
%
 
0.88
%
 
0.70
%
Return on average common stockholders' equity
9.93
%
 
8.63
%
 
11.80
%
 
11.92
%
 
10.62
%
Annualized net interest margin (GAAP)
4.26
%
 
4.04
%
 
3.95
%
 
3.80
%
 
3.77
%
Annualized net interest margin, fully tax-equivalent (non-GAAP)(3)
4.32
%
 
4.22
%
 
4.13
%
 
3.97
%
 
3.96
%
Asset Quality Ratios
 
 
 
 
 
 
 
 
 
Nonperforming assets to total assets
0.69
%
 
0.76
%
 
0.91
%
 
0.67
%
 
0.74
%
Nonperforming loans to total loans
0.98
%
 
0.99
%
 
1.20
%
 
0.79
%
 
0.65
%
Net loan charge-offs to average loans
0.25
%
 
0.24
%
 
0.11
%
 
0.12
%
 
0.39
%
Allowance for loan losses to total loans
0.84
%
 
0.87
%
 
1.02
%
 
0.97
%
 
1.07
%
Allowance for loan losses to nonperforming loans
85.27
%
 
87.82
%
 
84.37
%
 
122.77
%
 
165.33
%
Consolidated Capital Ratios
 
 
 
 
 
 
 
 
 
Average equity to average assets
10.94
%
 
9.69
%
 
8.53
%
 
8.55
%
 
8.00
%
Average common equity to average assets
10.93
%
 
9.68
%
 
8.31
%
 
7.35
%
 
6.60
%
Total capital to risk-weighted assets
13.72
%
 
13.45
%
 
14.01
%
 
13.74
%
 
15.73
%
Tier 1 capital to risk-weighted assets
12.16
%
 
11.70
%
 
11.93
%
 
11.56
%
 
12.95
%
Common equity tier 1 to risk-weighted assets(4)
10.66
%
 
10.07
%
 
10.09
%
 
8.23
%
 
%
Tier 1 leverage
9.73
%
 
9.20
%
 
9.28
%
 
9.58
%
 
9.75
%
_________________
(1)
Excludes loans held for sale.
(2)
Excludes deposits held for sale.
(3)
Computed on a tax-equivalent basis using an effective tax rate of 21% for the year ended 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.
(4) Prior to the adoption of Basel III requirements effective January 1, 2015, the common equity tier 1 capital ratio was not a capital standard required by bank regulatory agencies.




12


Non-GAAP Financial Measures
Reconciliation of Tangible Book Value Per
Common Share (non-GAAP)
(Dollars in thousands, except per share data)
As of and for the Years Ended December 31,
 
2018
 
2017
 
2016
 
2015
 
2014
Common stockholders' equity (GAAP)
$
1,325,175

 
$
990,519

 
$
739,559

 
$
581,475

 
$
414,619

Less goodwill
391,668

 
236,615

 
127,699

 
97,852

 
35,583

Less core deposit intangibles and customer relationship intangibles, net
47,479

 
35,203

 
22,775

 
22,020

 
8,948

Tangible common stockholders' equity (non-GAAP)
$
886,028

 
$
718,701

 
$
589,085

 
$
461,603

 
$
370,088

Common shares outstanding
34,477,499

 
29,953,356

 
26,119,929

 
22,435,693

 
18,511,125

Common stockholders' equity (book value) per share (GAAP)
$
38.44

 
$
33.07

 
$
28.31

 
$
25.92

 
$
22.40

Tangible book value per common share (non-GAAP)
$
25.70

 
$
23.99

 
$
22.55

 
$
20.57

 
$
19.99

 
 
 
 
 
 
 
 
 
 
Reconciliation of Annualized Net Interest
Margin, Fully Tax-Equivalent (non-GAAP)
(Dollars in thousands)
As of and for the Years Ended December 31,
 
2018
 
2017
 
2016
 
2015
 
2014
Net interest income (GAAP)
$
413,954

 
$
330,308

 
$
294,666

 
$
233,998

 
$
203,073

Plus tax-equivalent adjustment(1)
6,228

 
15,139

 
12,919

 
10,216

 
10,298

Net interest income, fully tax-equivalent (non-GAAP)
$
420,182

 
$
345,447

 
$
307,585

 
$
244,214

 
$
213,371

Average earning assets
$
9,718,106

 
$
8,181,914

 
$
7,455,217

 
$
6,152,090

 
$
5,384,275

Net interest margin (GAAP)
4.26
%
 
4.04
%
 
3.95
%
 
3.80
%
 
3.77
%
Net interest margin, fully tax-equivalent (non-GAAP)
4.32
%
 
4.22
%
 
4.13
%
 
3.97
%
 
3.96
%
_________________
(1)
Computed on a tax-equivalent basis using an effective tax rate of 21% for the year ended December 31, 2018 and 35% for all years ended on or prior to December 31, 2017.

RISK FACTORS
By voting in favor of the merger proposal, you will be choosing to invest in Heartland's common stock. In addition to the information contained elsewhere in this proxy statement/prospectus or incorporated by reference into this proxy statement/prospectus, as a stockholder of BVBC, you should carefully consider the following factors in making your decision as to how to vote on the merger proposal.
Risks Relating to the Merger
The exchange ratio could be reduced if BVBC's Adjusted Tangible Common Equity is less than $55.5 million as of the determination date.
The exchange ratio will determine the number of shares of Heartland common stock that will be issued to BVBC stockholders in the merger, which is dependent upon the Adjusted Tangible Common Equity of BVBC as of the determination date and will be reduced to the extent that Adjusted Tangible Common Equity is less than $55.5 million. Changes in Adjusted Tangible Common Equity may result from higher loan loss provisions, ordinary business conditions that impact the net interest and noninterest income of BVBC, or more general market and economic conditions that impact BVBC operations.
Because the exchange ratio is fixed and the market price of the Heartland common stock will fluctuate prior to the completion of the merger, BVBC stockholders cannot be sure of the value of the Heartland common stock to be received in the merger.
At the effective time of the merger, each share of BVBC common stock will be converted into the right to receive, subject to certain adjustments as set forth in the merger agreement, 0.3271 shares of Heartland common stock. The exchange ratio used to determine the stock consideration will not increase based on fluctuations in the market price of Heartland common stock, unless the price of Heartland common stock falls below certain levels and BVBC invokes its "walk away" right to

13


terminate the merger agreement. Heartland may subsequently exercise its right to make a "top-up" election and increase the exchange ratio to void the "walk away" right to terminate the merger agreement as described in the section of this proxy statement/prospectus titled "The Merger Agreement—Termination." The market value of Heartland common stock has varied since Heartland and BVBC entered into the merger agreement and will continue to vary in the future due to changes in the business, operations or prospects of Heartland, market assessments of the merger, regulatory considerations, market and economic considerations, and other factors both within and beyond the control of Heartland. Therefore, at the time of the special meeting, BVBC's stockholders will not know or be able to calculate the market value of the Heartland common stock they will receive upon completion of the merger.
The interests of certain directors and executive officers of BVBC may be different from the interests of BVBC's stockholders generally.
Certain executive officers and directors of BVBC have interests in the merger that are different from, or in addition to, the interests of BVBC's stockholders generally. For a more complete description of these interests, please see "Background and Reasons for the Merger—Interests of BVBC Directors and Executive Officers in the Merger." These interests and arrangements may cause the directors and executive officers to view the merger proposal differently than you may view it. BVBC's board of directors was aware of these interests and considered them, among other matters, when making a decision to approve the merger agreement and recommend that BVBC stockholders adopt the merger agreement.
The merger is subject to certain closing conditions that, if not satisfied or waived, will result in the merger not being completed, which may cause the prices of Heartland common stock and BVBC common stock to decline and which may negatively impact the future businesses and financial results of Heartland and BVBC.
Consummation of the merger is subject to customary conditions to closing in addition to the receipt of required bank regulatory approvals and adoption by BVBC stockholders of the merger agreement. If any condition to the merger is not satisfied or waived, the merger will not be completed. In addition, Heartland and BVBC may terminate the merger agreement under certain circumstances even if the merger agreement is adopted by the BVBC stockholders, including if the merger has not been completed on or before July 31, 2019. If the merger is not completed, the trading prices of Heartland common stock and BVBC common stock may decline to the extent that the current prices reflect a market assumption that the merger will be completed. Also, the continued operations of BVBC may be impaired because of costs, the departure of employees and customers, or other dislocation caused by the terminated merger. In addition, neither Heartland nor BVBC would realize any of the expected benefits of having completed the merger. Furthermore, if the merger is not completed, Heartland and/or BVBC may experience negative reactions from their respective stockholders, customers and employees. Heartland and/or BVBC also could be subject to litigation related to any failure to complete the merger or to proceedings commenced by Heartland or BVBC against the other seeking damages or to compel the other to perform its obligations under the merger agreement. These factors and similar risks could have an adverse effect on the results of operation, business and stock prices of Heartland and BVBC. For more information on the closing conditions to the merger, see the section titled "The Merger Agreement—Conditions to Completion of the Merger."
The shares of Heartland common stock to be received by BVBC stockholders as a result of the merger will have different rights than shares of BVBC common stock.
Upon completion of the merger, BVBC stockholders will become Heartland stockholders, and their rights as stockholders will be governed by the Delaware General Corporation Law and the Heartland certificate of incorporation and bylaws, as they may be amended from time to time. The rights associated with BVBC common stock and BVBC Series B preferred stock are different from the rights associated with Heartland common stock. See the section titled "Comparison of Rights of Holders of Heartland Common Stock and BVBC Common Stock."
The termination fee and the restrictions on solicitation contained in the merger agreement may discourage other companies from trying to acquire BVBC.
Until the completion of the merger, with certain exceptions, BVBC is prohibited from initiating, soliciting, knowingly encouraging or taking other actions to facilitate any inquiries, discussions or the making of any proposals that may lead to an acquisition proposal, such as a merger or other business combination transaction, with any person other than Heartland. In addition, BVBC has agreed to pay a termination fee to Heartland if the merger agreement is terminated in specified circumstances, including if BVBC terminates the merger agreement to enter into a superior proposal with another person. These provisions could discourage other companies from trying to acquire BVBC even though those other companies might be willing to offer greater value to BVBC's stockholders than Heartland has offered in the merger proposal. See "The Merger Agreement—Termination" and "—Termination Fee and Payment of Expenses" for more information about the termination fee and BVBC’s restrictions on solicitation.

14



The fairness opinion obtained by BVBC from its financial advisor will not reflect changes in circumstances after the date of such fairness opinion.
Davidson, BVBC's financial advisor in connection with the merger, has delivered to the board of directors of BVBC its opinion dated as of January 14, 2019. The Davidson opinion states that as of the date of such opinion, and based upon and subject to the factors and assumptions set forth therein, the exchange ratio to be paid to the holders of the outstanding shares of BVBC common stock pursuant to the merger agreement was fair from a financial point of view to BVBC stockholders. The opinion does not reflect changes that may occur or may have occurred after the date of such opinion, including changes to the operations and prospects of BVBC, changes in general market and economic conditions or regulatory or other factors. Any such changes, or changes in other factors on which each opinion is based, may materially alter or affect the estimated valuation conclusions reached in such opinion for BVBC.
Post-Merger Risks
Difficulties in combining the operations of BVBC and Heartland may prevent the combined company from achieving the expected benefits from the merger.
The combination of BVBC with Heartland may cause Heartland to have difficulty in achieving the full strategic objectives and operating efficiencies it hopes to achieve from the merger. The success of the merger will depend on a number of factors, including Heartland's ability to:
integrate the operations of BankBV with the operations of M&JBank;
maintain existing relationships with depositors of BankBV so as to minimize withdrawals of deposits after the merger;
maintain and enhance existing BankBV relationships with borrowers;
control the incremental noninterest expense of BankBV so as to maintain overall operating efficiencies;
retain and attract qualified personnel for the new combined Kansas bank; and
compete effectively in the communities served by BankBV and M&JBank and in nearby communities.

These factors could contribute to the combined company consisting of Heartland and BVBC not achieving the expected benefits from the merger within the desired time frames, if at all.
BVBC stockholders will become stockholders of Heartland upon completion of the merger, and, following the merger, Heartland's operating results and financial condition may be adversely affected by a variety of factors causing volatility in the price of Heartland common stock.
Risks that may impact Heartland's net income and the strength of its balance sheet depend on a number of factors, including the following: (i) the strength of the national economy and the economies of local communities in which Heartland conducts business; (ii) the economic impact of past and any future terrorist threats and attacks and any acts of war; (iii) changes in state and federal banking laws and regulations and governmental policies affecting financial institutions; (iv) changes in interest rates and prepayment rates of Heartland's loans; (v) increased competition in the financial services sector and the inability of Heartland to attract new customers; (vi) changes in technology and Heartland's ability to develop and maintain secure and reliable electronic systems; (vii) the potential impact of future acquisitions and Heartland's ability to successfully integrate acquired banks (which are discussed in the risk factor below relating to acquisitions by Heartland); (viii) the loss of key executives or employees; (ix) changes in consumer spending; (x) unexpected outcomes of existing or new litigation involving Heartland; and (xi) changes in accounting policies and practices. These factors are described in the section of this proxy statement/prospectus titled "Forward—Looking Statements" and are discussed in detail in Heartland's Annual Report on Form 10‑K incorporated by reference into this proxy statement/prospectus.
General market fluctuations, industry factors and general economic and political conditions and events have caused a decline in Heartland's stock price in the past, and these factors, as well as interest rate changes, unfavorable credit loss trends, or unforeseen events such as terrorist attacks could cause Heartland's stock price to be volatile regardless of its operating results.

15


Heartland, as the surviving company in the merger, and its stockholders, including the former stockholders of BVBC, will be subjected to risks if Heartland effects future acquisitions.
Heartland intends to continue to investigate strategic acquisitions of other bank holding companies, banks and other businesses after the merger. Acquiring other banks and businesses will involve risks commonly associated with acquisitions, including:
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.

FORWARD-LOOKING STATEMENTS
There are forward-looking statements in this proxy statement/prospectus (and in documents that are incorporated by reference in this proxy statement/prospectus) that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of Heartland's and BVBC's respective operations or performance both before and after the merger is completed. You can identify these statements from the use of words "believes," "expects," "anticipates," "plans," "intends," "estimates," "may," "will," "would," "could," "should" or similar expressions are used in this proxy statement/prospectus and the documents that are incorporated by reference in this proxy statement/prospectus. Many events or factors could affect the future financial results and performance of Heartland after the merger and could cause those results or performance to differ materially from those expressed in Heartland's forward-looking statements. These risks are described in detail in Heartland's Annual Report on Form 10‑K incorporated by reference into this proxy statement/prospectus. These risks include, but are not limited to, the following:
The strength of the U.S. economy in general and the strength of the local economies in which Heartland conducts its operations, which may be less favorable than expected and may result in, among other things, a deterioration in the credit quality and value of Heartland's assets;
The economic impact of past and any future terrorist threats and attacks, acts of war or threats thereof, and the response of the United States to any such threats and attacks;
The effects of, and changes in, federal, state and local laws, regulations and policies affecting banking, taxes, securities, insurance and monetary and financial matters;
The effects of changes in interest rates (including the effects of changes in the rate of prepayment of loans) and the policies of the FRB;
Heartland's ability to compete with other financial institutions as effectively as it currently intends to do as a result of increased competitive pressures in the financial services sector;
Heartland's ability to obtain new customers and to retain existing customers;
The timely development and acceptance of products and services, including products and services offered through alternative delivery channels such as the Internet;
Technological changes implemented by Heartland and by other parties, including third party vendors, which may be more difficult or more expensive than anticipated or which may have unforeseen consequences to Heartland and its customers;
Heartland's ability to develop and maintain secure and reliable electronic delivery systems;
Heartland's ability to retain key executives and employees, including executives and employees of BankBV and M&JBank, and the difficulty that Heartland may experience in replacing key executives and employees in an effective manner;
Consumer spending and saving habits that may change in a manner that adversely affects Heartland's business;

16


Future business combinations and the related integration of acquired businesses that may not be successful (see the section of this proxy statement/prospectus titled "Risk Factors" for a more detailed discussion of these risks);
Changes in accounting policies and practices, as may be adopted by state and federal regulatory agencies and the Financial Accounting Standards Board; and
Other factors discussed in the "Risk Factors" section of this proxy statement/prospectus and in the documents incorporated by reference in this proxy statement/prospectus.

These risks and uncertainties should be considered in evaluating forward-looking statements, and undue reliance should not be placed on these statements.
The forward-looking statements included in this proxy statement/prospectus are made only as of the date of this proxy statement/prospectus, and Heartland undertakes no obligation to update any statement in light of new information or future events. Further information concerning Heartland and its business, including additional factors that could materially affect Heartland's financial results, is included in Heartland's filings with the Securities and Exchange Commission (the "SEC"). See the section titled "Where You Can Find More Information."
THE BVBC SPECIAL MEETING
Date, Time and Place
The BVBC special meeting will be held at located at , at local time on , 2019.
Matters to be Considered
At the special meeting, holders of shares of BVBC common stock and BVBC Series B preferred stock will be asked to consider:
a proposal to adopt the merger agreement; and
a proposal to adjourn the BVBC special meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to adopt the merger agreement.
Voting
You should vote your shares of BVBC common stock and BVBC Series B preferred stock using one of the alternative voting methods described in the enclosed proxy card. As provided in the proxy card, you have the three following methods for voting before the special meeting:
On the Internet at www.proxyvote.com;
By telephone, by dialing (800) 690-6903; or
By mail. PLEASE SIGN AND DATE THE ACCOMPANYING PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED POSTAGE PAID RETURN ENVELOPE.
You may revoke your vote at any time (without, however, affecting any vote taken prior to such revocation) by (i) filing with the Secretary of BVBC a written notice of revocation, (ii) delivering to BVBC a duly executed proxy card bearing a date later than the date of your previous proxy card, or (iii) attending the special meeting and voting in person. Your presence at the special meeting will not automatically revoke your proxy. All written notices of revocation and other communications with respect to revocation of proxies in connection with the special meeting should be addressed as follows:
Mark A. Fortino
Secretary
Blue Valley Ban Corp.
11935 Riley Street
Overland Park, Kansas 66213

All shares of BVBC common stock and BVBC Series B preferred stock voted, unless the vote is revoked, will be voted in accordance with the instructions received from each BVBC stockholder. If you submit a proxy card and make no specification on your proxy card as to how you want your shares of BVBC common stock or BVBC Series B preferred stock voted before signing and returning it, your proxy will be voted "FOR" approval of the merger proposal and "FOR" the adjournment proposal, if necessary or appropriate.

17


Solicitation of Proxies
BVBC will bear the entire cost of soliciting votes from you. BVBC will request that banks, brokers and other record holders send copies of this proxy statement/prospectus and the proxy cards to the beneficial owners of BVBC common stock and secure their voting instructions, if necessary. BVBC will reimburse the record holders for their reasonable expenses in taking those actions. If necessary, BVBC may also use several of its regular employees, who will not be specially compensated, to solicit the vote from holders of BVBC common stock, either personally or by telephone, facsimile, email or letter.
Record Date
The BVBC board of directors has fixed the close of business on , 2019 as the record date for determining the holders of BVBC common stock and BVBC Series B preferred stock entitled to receive notice of and to vote at the special meeting. At that time, shares of BVBC common stock were outstanding and shares of BVBC Series B preferred stock were outstanding. As of the record date, there were approximately holders of record of BVBC common stock and one holder of record of BVBC Series B preferred stock.
Quorum and Vote Required
General. The presence, in person or by proxy, of the holders of a majority of each of the shares of BVBC common stock and BVBC Series B preferred stock entitled to vote at the meeting is necessary to constitute a quorum at the special meeting. Abstentions and broker non-votes, if any, will be counted solely for the purpose of determining whether a quorum is present.
Adoption of the merger agreement requires the affirmative vote of the holders of a majority of the issued and outstanding shares of BVBC common stock and a majority of the issued and outstanding shares of BVBC Series B preferred stock. Holders of BVBC common stock and BVBC Series B preferred stock will vote separately on the merger proposal as holders of different classes of stock. Approval of the adjournment proposal, if necessary or appropriate, requires a majority of the votes cast with respect to the proposal. You are entitled to one vote for each share of BVBC common stock or BVBC Series B preferred stock you held as of the record date. Holders of BVBC Series B preferred stock have no voting rights with respect to the adjournment proposal. As of the record date of the special meeting, directors and executive officers of BVBC and their respective affiliates held 57.5% of the outstanding shares of BVBC common stock and 100% of the outstanding shares of BVBC Series B preferred stock.
Abstentions and failures to vote will have the same effect as a vote against adoption of the merger agreement, but will have no effect on the adjournment proposal.
Because the affirmative vote of the holders of a majority of the issued and outstanding shares of BVBC common stock and a majority of the issued and outstanding shares of BVBC Series B preferred stock is required to adopt the merger agreement, the failure to vote prior to the special meeting or in person at the special meeting will have the same effect as a vote against the merger agreement. Abstentions also will have the same effect as a vote against the merger. Accordingly, the BVBC board of directors urges holders of BVBC common stock and BVBC Series B preferred stock to vote on the two proposals being presented at the special meeting.
Voting Agreement. Pursuant to a stockholder voting agreement, certain holders of BVBC common stock and BVBC Series B preferred stock have agreed to vote their shares in favor of the merger proposal. The holders of BVBC common stock that have signed the stockholder voting agreement have the right to vote, or direct the voting of, 53.6% of the outstanding shares of BVBC common stock as of the record date. There was only one holder of BVBC Series B preferred stock as of the record date, and, pursuant to the stockholder voting agreement, such holder has agreed to vote all of its shares of BVBC Series B preferred stock in favor of the merger proposal. However, in the event of a withdrawal of the BVBC board recommendation, the stockholder voting agreement will terminate, and none of the BVBC stockholders that have signed such agreement will be required to vote in favor of the merger proposal. Unless the stockholder voting agreement is so terminated, the merger proposal will be approved by the BVBC stockholders.
Other Business
BVBC is not currently aware of any business to be acted upon at the special meeting other than the matters discussed in this proxy statement/prospectus.

18


BACKGROUND AND REASONS FOR THE MERGER
The following discussion contains material information pertaining to the merger. This discussion is a summary only and may not contain all of the information that is important to you.
Structure
The merger agreement provides that BVBC will be merged with and into Heartland. Each share of BVBC common stock outstanding immediately prior to the effective time of the merger (including shares of BVBC Series B preferred stock converted into shares of BVBC common stock and the BVBC restricted shares vested immediately prior to the effective time of the merger) will be converted, upon completion of the merger, into the right to receive 0.3271 shares of Heartland common stock, subject to adjustment as further described in this proxy statement/prospectus, plus cash in lieu of any fractional shares. Immediately after the effective time of the merger, BankBV will be merged with and into M&JBank.
Background of the Merger
The BVBC board of directors has regularly reviewed and discussed BVBC's business, performance, prospects and long-term strategy in the context of developments in the banking industry, the competitive landscape and the regulatory environment. The BVBC board of directors has considered, from time to time, various potential strategic alternatives, including transactions involving other financial institutions, such as potential acquisitions of bank holding companies of a smaller size or business combinations with larger banks. The BVBC board of directors also considered standalone alternatives such as increasing its number of traditional bank branches and staffing through organic growth, expanding its product offerings or acquiring branches of other banking institutions.
Heartland's board of directors and management regularly reviews Heartland's business strategies, opportunities and challenges, with the goal of enhancing stockholder value. These strategic reviews have focused on, among other things, the business and regulatory environment facing Heartland and financial institutions generally, as well as ongoing consolidation in the financial services industry. The reviews conducted by Heartland's board of directors and management have included discussions regarding potential transactions that would further Heartland's strategic objectives, and the potential benefits and risks of these transactions. Through acquisition and organic growth, Heartland's goal is to reach at least $1.0 billion in assets in each state where Heartland operates.

At a special meeting of the BVBC board of directors on August 1, 2018, the BVBC board of directors invited representatives of Davidson, a nationally-recognized investment banking firm with substantial experience in transactions similar to the merger, to discuss strategic considerations relating to community banks, including, but not limited to, the current merger and acquisition environment. The BVBC board of directors also reviewed with BVBC's management the financial forecast of BVBC and further discussed the merits of continuing operations on a standalone basis, including deposit composition and deposit betas, loan competition and growth expectations. The BVBC board of directors considered whether BVBC had an opportunity to better leverage its strengths and minimize its weaknesses by engaging in a strategic business combination to enhance stockholder value. The BVBC board of directors also considered the potential risks associated with a potential business combination, including untimely disclosure of confidential information or the consequences of an abandoned transaction to BVBC's stockholders, employees and customers.

In addition, during the meeting, the BVBC board of directors engaged in a lengthy discussion with the representatives of Davidson about the valuation of BVBC and the attributes of potential merger partners, including, but not limited to, compatibility of business models, cultural synergies, overall and perceived impact to BankBV's franchise, financial performance in their respective markets, recent transactions, stock market performance, and apparent financial ability to pay and complete a possible business combination with BVBC. The BVBC board of directors then discussed the potential benefits and risks of contacting such potential merger partners regarding a potential business combination, including the risk of potential disruption to BVBC's business and relationships with employees and customers should information about such outreach become known to the public and the potential damage from a process that does not conclude in a successful transaction. Following extensive discussion, the BVBC board of directors authorized Davidson to act as BVBC's financial advisor in connection with a potential business combination, with the appropriate officers authorized to negotiate an agreement with Davidson with respect to such engagement. The BVBC board of directors further instructed Davidson to contact on a no-names basis twelve potential merger partners identified by the BVBC board of directors, with Davidson's input, to be most likely and able to be interested in exploring a potential business combination with BVBC at that time.

Over the next few weeks, in accordance with the directives of the BVBC board of directors, Davidson contacted the twelve potential merger partners selected by the BVBC board of directors, with Davidson's input, regarding a potential business combination involving BVBC and to communicate a proposed timeline and process with respect to such potential business combination. Also, in late-August and early-September, Davidson and BVBC prepared a confidential information memorandum on

19


BVBC that would be provided to those potential merger partners who entered into a confidentiality agreement with BVBC. Of the twelve potential merger partners initially contacted by Davidson, five indicated that they were not interested in pursuing a potential business combination at that time due to other commitments or the size of BVBC. The other seven potential merger partners entered into confidentiality agreements with BVBC and were provided the confidential information memorandum in order to conduct due diligence, including Party A ("Party A"), Party B ("Party B"), Party C ("Party C") and Heartland.

On August 27, 2018, BVBC entered into a confidentiality agreement with Heartland. On September 22, 2018, Davidson delivered the confidential information memorandum to Heartland.

On October 16, 2018, the Heartland board of directors held a regularly scheduled meeting. At this meeting, Heartland management provided the Heartland board of directors with information regarding BVBC and discussed the possibility of a business combination between Heartland and BVBC. Management informed the Heartland board of directors that Davidson had requested Heartland to provide a non-binding indication of interest letter with respect to the acquisition of BVBC by Heartland no later than October 30, 2018. After discussion of the proposed terms of the non-binding letter of intent, the Heartland board of directors authorized management to provide a non-binding indication of interest letter to BVBC.

On October 17, 2018, the BVBC board of directors held their regularly scheduled meeting. At the meeting, among other things, the BVBC board of directors discussed with representatives of Davidson the status of the limited market check to date. Representatives of Davidson also discussed with the BVBC board of directors the recent volatility in the stock market in the banking industry.

On October 30, 2018, BVBC received a non-binding indication of interest from Party A, pursuant to which Party A proposed to acquire BVBC for $14.85 per fully diluted share of BVBC common stock in cash (equating to approximately $95.0 million in aggregate transaction value).

On October 30, 2018, BVBC received a non-binding indication of interest from Party B, pursuant to which Party B proposed to acquire BVBC in a 100% stock, fixed exchange ratio transaction. Party B indicated a range of preliminary exchange ratios resulting in an implied range of values of $14.43 to $16.24 per fully diluted share of BVBC common stock (equating to a range of approximately $92.3 million to $103.9 million in aggregate transaction value, based on Party B's 30 trading day average closing price). Per Party B's initial non-binding indication of interest, the midpoint of Party B's preliminary valuation resulted in a price of $15.34 per fully diluted share of BVBC common stock and $98.1 million in aggregate transaction value. Based on the 30 trading day average closing price of Party B's common stock concluding on November 2, 2018 and the midpoint of Party B's exchange ratio, the implied value was $15.16 per fully diluted share of BVBC common stock and an aggregate transaction value of $97.0 million. In addition, based on the closing price of Party B's common stock on November 2, 2018, the midpoint of Party B's exchange ratio range resulted in a value of $14.50 per fully diluted share of BVBC common stock and an aggregate transaction value of $92.7 million.

On October 30, 2018, BVBC received a non-binding indication of interest from Heartland, pursuant to which Heartland proposed to acquire BVBC in a 100% stock, fixed exchange ratio transaction. Heartland indicated an exchange ratio of 0.3206 shares of Heartland common stock for each outstanding share of BVBC common stock and BVBC Series B preferred stock, which resulted in an implied value of $17.25 per fully diluted share of BVBC common stock (equating to approximately $110.3 million in aggregate transaction value, based on the closing price of Heartland common stock on the preceding day). Based on the 30 trading day average closing price of Heartland's common stock concluding on November 2, 2018 and the 0.3206 exchange ratio, the implied value was $17.86 per fully diluted share of BVBC common stock and an aggregate transaction value of $114.2 million. In addition, based on the closing value of Heartland's common stock on November 2, 2018 and the 0.3206 exchange ratio detailed in Heartland's non-binding indication of interest, the implied value was $17.26 per fully diluted share of BVBC common stock and an aggregate transaction value of $110.4 million.

On November 2, 2018, BVBC received a non-binding indication of interest from Party C, pursuant to which Party C proposed to acquire BVBC in a 100% stock, fixed exchange ratio transaction. Party C indicated a range of preliminary exchange ratios resulting in an implied range of values of $15.54 to $17.01 per fully diluted share of BVBC common stock (equating to a range of approximately $99.4 million to $108.8 million in aggregate transaction value, based on Party C's 30 trading day volume weighted average price). Per Party C's initial non-binding indication of interest, the midpoint of Party C's preliminary valuation resulted in a price of $16.28 per fully diluted share of BVBC common stock and $104.1 million in aggregate transaction value. Based on the 30 trading day average closing price of Party C's common stock concluding on November 2, 2018 and the midpoint of Party C's exchange ratio, the implied value was $16.31 per fully diluted share of BVBC common stock and an aggregate transaction value of $104.3 million. In addition, based on the closing value of Party C's common stock on November 2, 2018, the midpoint of Party C's exchange ratio range resulted in a value of $14.67 per fully diluted share of BVBC common stock and an aggregate transaction value of $93.8 million.

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In their respective non-binding indications of interest, each of Heartland and Party C requested that BVBC enter into an exclusivity agreement while Party A and Party B were silent on the matter. The other potential merger partners who had entered into confidentiality agreements with BVBC indicated that they were not interested in pursuing or were unable to pursue a strategic transaction at that time.

On November 7, 2018, the BVBC board of directors held a meeting at which representatives of Davidson and Hunton, the legal advisor to BVBC in connection with the merger, were present to discuss the non-binding indications of interest received from Party A, Party B, Party C and Heartland. Representatives of Hunton reviewed the directors' fiduciary duties applicable to their consideration of a business combination, including their ability to decide not to pursue a business combination or reject any proposal if such proposal was not in the best interests of BVBC and its stockholders. Representatives of Davidson then proceeded to provide a market update, addressing the recent decline in stock prices for the banking industry, and a presentation of precedent merger transactions, including Davidson's belief as to how the market fluctuation might impact the notional value of such prior mergers in light of current market volatility. Next, the representatives from Davidson reviewed with the BVBC board of directors the discussions held with Party A, Party B, Party C and Heartland and relayed the rationale provided by each party for a business combination with BVBC; the terms of each non-binding indication of interest; and information regarding each of BVBC, Party A, Party B, Party C and Heartland on a standalone basis.

Taking into account the information reviewed with it by Davidson, the BVBC board of directors also considered the positive and negative attributes of each of Party A, Party B, Party C and Heartland, including, among other things, the implied merger consideration of each offer in light of recent stock performance of the potential merger partner and when the exchange ratio was proposed to be set; the financial ability of each potential merger partner to consummate the potential business combination; the pro forma ownership of BVBC stockholders in the combined company; the historic market performance of each party's stock price and its volatility; the potential synergies in a potential business combination with Party A, Party B, Party C or Heartland; the opportunities of the resulting company in the case of each potential merger partner and whether such prospects might impact the combined company's future stock price; the geographic diversity of the potential merger partners and the extent to which each potential merger partner's operations overlapped with BVBC's geographic markets; whether Party A, Party B, Party C or Heartland paid a regular dividend; the likelihood of consummating a business combination on a timely basis, including each potential merger partner's relative experience in completing business combinations of financial institutions of a similar size as BVBC; and the risks to BVBC of remaining independent, including the challenges in meeting projections, threats of competition from other financial services companies and from a technology standpoint and the likelihood of experiencing additional benefits from deregulation in light of recent Congressional and regulatory action.

The BVBC board of directors also held an executive session at the November 7, 2018 meeting during which they (i) discussed the formation of a special committee to coordinate negotiation efforts going forward and (ii) determined that the proposal submitted by Party C was insufficient to move forward with an exclusive arrangement at such time and that pursuing a potential business combination with Heartland at the time was more likely to maximize BVBC stockholder value than the offers of Party A, Party B or Party C or BVBC's standalone prospects.

Following the executive session, the BVBC board of directors reconvened and instructed representatives of Davidson to seek improved merger consideration from Heartland in order to consider an exclusivity period of 30 to 45 days to conduct additional due diligence and negotiate a definitive agreement, and authorized Mr. Regnier to execute the letter of intent with Heartland. The BVBC board of directors also appointed a special committee of the BVBC board of directors comprised of Robert D. Regnier, Chairman of the Board, Don H. Alexander, Thomas A. McDonnell and Tony Scavuzzo. The special committee was authorized to, among other things, (1) review, evaluate, investigate and negotiate the terms of a definitive agreement, including whether the terms and conditions of the potential transaction were fair to and in the best interests of BVBC and its stockholders, (2) direct and oversee all communications, discussions and negotiations on behalf of BVBC between BVBC's advisors and Heartland's advisors, (3) make reports to the entire BVBC board of directors at the appropriate times with respect to such matters as the special committee deems appropriate, (4) recommend to the entire BVBC board of directors what action, if any, should be taken with respect to the potential transaction, and (5) take such further action and exercise such other powers and authority that may otherwise be exercised by the BVBC board of directors as the special committee, in its sole discretion, deemed necessary, proper, useful or advisable in order to fully carry out their responsibilities.

On November 8, 2018, Davidson contacted Heartland and asked Heartland to consider certain revisions to its letter of intent. Heartland determined that it would slightly increase the proposed exchange ratio but only if BVBC granted Heartland an exclusivity period long enough for Heartland to complete a thorough due diligence investigation with respect to BVBC.

On November 9, 2018, Heartland sent BVBC a revised non-binding indication of interest letter pursuant to which Heartland proposed to acquire BVBC in a 100% stock, fixed exchange ratio transaction. Heartland's letter included an exchange

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ratio of 0.3230 shares of Heartland common stock for each outstanding share of BVBC common stock and BVBC Series B preferred stock, which resulted in an implied value of $17.93 per share of BVBC common stock and BVBC Series B preferred stock (equating to approximately $114.7 million in aggregate transaction value, based on the closing price of Heartland common stock on the preceding day). BVBC management acknowledged that the increased exchange ratio presented a better offer than what was originally proposed by Heartland and, in accordance with the authorization of the BVBC board of directors, BVBC and Heartland executed the non-binding letter of intent on November 9, 2018, which provided for a 45-day exclusivity period with the ability of Heartland to extend such period by an additional 15 days.

Between November 9, 2018 and January 15, 2019, Heartland conducted an in-depth due diligence review of BVBC. This due diligence investigation consisted of a thorough review of documents and other materials relating to BVBC contained in a virtual data room made available by Davidson. The investigation also included in-person meetings between (i) the members of Heartland's and BVBC's executive management teams on November 16, 2018, December 13, 2018 and January 3, 2019 and (ii) the members of Heartland's and BVBC's business unit leadership teams on December 17, 2018, covering a broad range of financial, operational and strategic topics. Further, executives from BVBC's and Heartland's credit operations participated in a telephonic meeting on December 5, 2018, and discussed various credit-related topics. In addition, during the same period, BVBC performed reverse due diligence with respect to Heartland.

On December 7, 2018, Heartland's legal counsel, Dorsey & Whitney LLP ("Dorsey"), provided a draft merger agreement to Hunton. Between December 7, 2018 and January 15, 2019, the representatives of Heartland and BVBC and their respective legal counsel, with feedback from the parties' respective financial advisors, negotiated the terms and conditions of the merger agreement, including the representations, warranties, covenants and closing conditions. The negotiations also covered the amount of minimum equity, the allowance for loan losses at closing and the termination fee.

A regularly scheduled meeting of the Heartland board of directors was held on December 11, 2018. At this meeting, Heartland management gave a detailed presentation to the Heartland board of directors regarding BVBC and the terms of the proposed merger of BVBC with Heartland. The Heartland board of directors instructed Heartland management to complete its due diligence investigation of BVBC and continue negotiations with BVBC regarding the merger agreement.

On December 19, 2018, the BVBC special committee held a meeting at which the potential business combination was discussed. Representatives from BVBC's management team, Davidson and Hunton were present at the meeting. At the meeting, the special committee discussed, among other things, recent developments in Heartland's strategic plan and the potential impact (if any) on BVBC's merger with Heartland. The special committee also discussed with representatives of Davidson the recent decline in bank and bank holding company stocks and the corresponding decrease in overall transaction value, reviewing recent market performance of Heartland common stock as it compared to the index and the recent market performance of Party A, Party B and Party C and noting that Heartland continued to outperform the broader indices.

Following the special committee meeting, the BVBC board of directors held a meeting on December 19, 2018. Representatives from BVBC's management team, Davidson and Hunton were present at the meeting, during which Hunton and Davidson reviewed the material terms of the then-current draft merger agreement, as well as the business and legal points that remained unresolved. During this meeting, members of BVBC's special committee, as well as BVBC board members, discussed at length various topics, including, but not limited to: overall market volatility, particularly with respect to bank and bank holding company stocks generally and Heartland's stock price specifically, and noting that Heartland continued to outperform the broader indices; decrease in overall transaction value resulting from such volatility; the risks to BVBC of remaining independent; potential synergies and cultural fit of Heartland and BVBC; transaction execution risk, closing conditions and termination rights and remedies; and BVBC's ability to designate individuals mutually acceptable to BVBC and Heartland to serve on the board of directors of the surviving bank upon consummation of the contemplated business combination. At the board meeting, representatives of BVBC's management updated the BVBC board of directors on the status of Heartland's due diligence review of BVBC and BVBC's reverse due diligence of Heartland. In addition, representatives of Hunton reviewed the directors' fiduciary duties in the context of the potential business combination and the regulatory approval process for the merger.

On December 20, 2018, Heartland management held a telephone conference with the leaders of Heartland's different functional areas and Dorsey to discuss their final due diligence findings with respect to BVBC. Over the next three weeks, Heartland, BVBC, Dorsey and Hunton continued to negotiate the terms and conditions of the merger agreement, the ancillary agreements and an employment agreement for Mr. Regnier.

On January 11, 2019, the BVBC special committee held a meeting to discuss the outstanding business and legal points in the merger agreement. Representatives from BVBC's management team, Davidson and Hunton were present at the meeting. Davidson began the meeting by noting that Heartland had increased the exchange ratio to 0.3271 primarily as a result of the accelerated vesting of a portion of BVBC's outstanding shares of restricted stock to mitigate certain issues related to Section 280G

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of the Code, resulting in an implied value of $14.90 per share of BVBC common stock and BVBC Series B preferred stock as of the date of the meeting, or an aggregate transaction value of approximately $95.3 million. The BVBC special committee also discussed with representatives of Davidson recent volatility in the stock markets, particularly with respect to bank and bank holding company stocks, the impact of such volatility on the overall transaction value and the anticipated economics to be reported around the announcement of the merger. The special committee instructed Hunton to revise the merger agreement to reflect the changes discussed during the meeting.

On January 14, 2019, Heartland's board of directors held a special telephonic meeting at which it considered approval of the merger in accordance with the merger agreement and the related documents negotiated by Heartland, BVBC and their respective financial and legal advisors. Prior to this meeting, Heartland's directors received a summary of the terms of the merger agreement, the other transaction documents and Heartland's due diligence findings, and a copy of the latest draft of the merger agreement. At the meeting, Heartland's management and legal counsel provided a thorough review of the merger agreement and the ancillary documents. After careful and deliberate consideration of the terms of the merger agreement, the ancillary documents and the presentations by management and legal counsel relating thereto, the Heartland board of directors unanimously approved the merger agreement and the ancillary documents in substantially final form.

Later that same day, the BVBC special committee met to approve the merger agreement and recommended that the merger agreement be presented to the BVBC board of directors for approval, with the executive officers of BVBC being authorized to finalize any last terms of the merger agreement. Following the BVBC special committee meeting, on January 14, 2019, the BVBC board of directors held a meeting at which representatives of BVBC's management team, Davidson and Hunton were present. Prior to the meeting, the members of the BVBC board of directors were provided with materials relating to the proposed business combination with Heartland, including the substantially final form of the merger agreement and Davidson's financial presentation regarding the financial aspects of the merger.

Davidson reviewed with the BVBC board of directors its financial analyses relating to the proposed exchange ratio and rendered to the BVBC board of directors an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Davidson as set forth in its opinion, the exchange ratio to be received by the holders of BVBC common stock in the merger was fair, from a financial point of view, to such holders. See "Background and Reasons for the Merger—Opinion of BVBC's Financial Advisor" for more information about Davidson's fairness opinion. A representative of Hunton reviewed with the BVBC board of directors their fiduciary duties in connection with their consideration of the proposed business combination and the terms of the merger agreement. After extensive discussion regarding the terms of the merger agreement and the voting agreement, a full analysis of BVBC's reasons for engaging in the proposed business combination with Heartland, including those set forth below under "The Merger—BVBC Reasons for the Merger," and consideration of other relevant issues, including a variety of business, financial and market factors, the BVBC board of directors unanimously adopted and approved the merger agreement (in its substantially final form as presented to the BVBC board of directors) and the merger, both with Mr. Regnier abstaining and participating in such vote. The BVBC board of directors also authorized Mr. Regnier and Mr. Fortino to finalize the merger agreement for execution.

On January 16, 2019, BVBC and Heartland entered into the merger agreement and announced the merger. The parties to the stockholder voting agreement also entered into such agreement, and Mr. Regnier entered into his employment agreement to become effective upon completion of the merger.

BVBC's Reasons for the Merger
In reaching a determination to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger, a special committee formed by BVBC's board of directors and the BVBC board of directors considered a number of factors, both positive and negative, and potential benefits and detriments of the merger to BVBC and its stockholders. The special committee and the BVBC board of directors identified the following factors and benefits of the merger that, among others, the special committee and the BVBC board of directors believes generally support their determination and recommendation:
the special committee's and the BVBC board of directors' understanding of, and presentations of BVBC's management regarding, the business capabilities, earnings and growth prospects, current and projected financial and regulatory condition, assets, results of operations, business strategy and current and prospective regulatory environment of both BVBC and Heartland;
the BVBC board of directors' analysis of other strategic alternatives for BVBC, including continuing to operate as a standalone company and the potential to acquire, be acquired or combine with other third parties, and the risks and uncertainties associated with each alternative, as well as the BVBC board of directors' assessment that none of these alternatives was reasonably likely to present superior opportunities for BVBC to create greater value for BVBC's

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stockholders, taking into account the timing and the likelihood of accomplishing such alternatives and the risks of execution, as well as business, competitive, industry and market risks;
the financial information and analyses presented by Davidson to the BVBC board of directors, and Davidson's opinion, dated January 14, 2019, that, as of such date and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth therein, the merger consideration was fair, from a financial point of view, to holders of BVBC common stock, and the holders of BVBC Series B preferred stock;
that the merger consideration represents a premium to market of 44.9% per fully-diluted share, based on the closing prices of BVBC common stock and Heartland common stock on January 11, 2019, the most recent day before the date of the decision by the BVBC board of directors to approve the merger agreement;
BVBC's closing condition in the merger agreement that Hunton shall have rendered its opinion that the merger will qualify as a "reorganization" within Section 368(a) of the Code, and the BVBC board of directors' expectation that BVBC's stockholders will not recognize any gain or loss for U.S. federal income tax purposes as a result of the completion of the merger, except with respect to any cash they receive in lieu of fractional shares of Heartland's common stock;
the results of BVBC's due diligence investigation of Heartland, including the BVBC board of directors' opinion of the reputation, competence, business practices, integrity and experience of Heartland and its management;
that the merger will result in a combined company with greater financial resources and a higher lending limit than BVBC would have if it were to continue its operations as an independent entity;
the anticipated cost savings from expected increases in operating efficiency, reduced payments to vendors and third parties and elimination of duplicative positions, while increasing responsiveness to compliance and regulatory requirements;
the geographic synergies between BVBC and Heartland, whereby the merger will diversify the markets in which the combined company operates;
that BVBC will be able to pair its strong deposit franchise with Heartland's sizeable loan portfolio thereby enhancing the combined net interest margin and adding Heartland's track record of an ability to grow loans faster than BVBC can do so on a standalone basis;
BVBC's size made BVBC susceptible to another economic downturn and BVBC management's view that Heartland's greater resources provides the combined company greater resiliency;
that Heartland's breadth and depth of management will offer BVBC greater expertise, an ability to offset staffing deficiencies and succession issues and greater bench strength;
that Heartland's extensive trust and wealth management platform will offer BVBC's customers more expansive products and services while providing more scale to BVBC's operations and profitability;
BVBC management's view that the merger will allow for greater opportunities for BVBC clients, customers and other constituencies within the communities in which BVBC operates, and that the potential synergies, low loan and deposit concentration levels allowing greater growth in all classes of commercial lending and diversification resulting from the merger will enhance product offerings and customer service beyond the level believed to be reasonably achievable by BVBC on an independent basis;
the recommendation of BVBC's management in favor of the merger, considered in light of the benefits to be received by them in connection with the merger;
that upon consummation of the merger, the board of directors of M&JBank will include at least three current members of the BankBV board of directors;
that the terms and conditions of the merger agreement, including, but not limited to, the representations, warranties and covenants of the parties, the conditions to closing and the form and structure of the merger consideration, are reasonable;
the likelihood that the merger will be completed based on, among other things, (i) each party's obligation to use all commercially reasonable efforts to obtain regulatory approvals as promptly as practicable and (ii) the limited closing conditions contained in the merger agreement;
that the merger agreement provides BVBC with the ability to seek specific performance by Heartland of its obligations under the merger agreement, including to consummate the merger;
subject to certain limits set forth in the merger agreement, the merger consideration is a fixed exchange ratio of shares of BVBC common stock to Heartland common stock; as a result, BVBC's stockholders could benefit from an increase in the trading price of Heartland's common stock (or a decrease in the trading price of BVBC's common stock) during the pendency of the merger; and

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the ability of the BVBC board of directors to change its recommendation that BVBC's stockholders vote to approve the merger agreement, subject to the terms and conditions set forth in the merger agreement (including the right of Heartland to match any competing bid and the payment of a termination fee).

The special committee and the BVBC board of directors also identified and considered a variety of uncertainties and risks concerning the merger, including, but not limited to, the following:
the possibility that the merger may not be completed, or that its completion may be unduly delayed, for reasons beyond the control of BVBC or Heartland;
the regulatory approvals required to complete the merger, the potential length of the regulatory approval process and the risks that the regulators could impose materially burdensome conditions that would allow either party to terminate the merger agreement or refuse to consummate the merger;
the diversion of time, attention and effort required from BVBC's management and employees, and BVBC employee attrition, during the period prior to the completion of the merger and the potential effect on BVBC's and Heartland's respective business and relationships with customers, service providers and other stakeholders (including creditors), whether or not the merger is completed;
the risk that certain members of BVBC's management and employees might choose not to remain employed with the combined company;
the requirement that BVBC conduct itself in the ordinary course of business (as defined in the merger agreement) and the other restrictions on the conduct of BVBC's business prior to completion of the merger, which may delay or prevent BVBC from undertaking business opportunities that may arise pending completion of the merger;
the potential that certain provisions of the merger agreement prohibiting BVBC from soliciting, and limiting its ability to respond to, proposals for alternative transactions, and requiring the payment of a termination fee could have the effect of discouraging an alternative proposal;
the transaction costs and expenses that will be incurred in connection with the merger, including the costs of integrating the businesses of BVBC and Heartland;
the possible effects of the pendency or consummation of the transactions contemplated by the merger agreement, including any suit, action or proceeding initiated in respect of the merger;
the risk that benefits and synergies currently expected to result from the merger may not be realized or may not be realized within the expected time period, and the risks associated with the integration of BVBC and Heartland;
the merger consideration is a fixed exchange ratio of shares of BVBC common stock to Heartland common stock; as a result, BVBC's stockholders could be adversely affected by a decrease in the trading price of Heartland common stock (or an increase in the trading price of BVBC's common stock) during the pendency of the merger; and
the interests that certain officers and directors of BVBC have in the merger.

The special committee and the BVBC board of directors also considered in their deliberations concerning the combined company as a Delaware entity the following:
the ability of the combined company to draw upon well-established principles of corporate governance in making legal and business decisions;
the expertise of the Delaware courts in dealing with corporate issues, including the Court of Chancery, which has exclusive jurisdiction over matters relating to the Delaware General Corporation Law and in most cases has the ability to process corporate litigation relatively quickly and effectively;
the substantial body of case law that has been developed by the Delaware courts construing Delaware corporate law, which will enhance the relative clarity and predictability of the laws applicable to the combined company;
that the Delaware General Assembly regularly considers and adopts statutory amendments that the Corporation Law Section of the Delaware State Bar Association proposes in an effort to ensure that the Delaware General Corporation Law continues to be responsive to the changing needs of businesses;
enhanced ability of the majority of stockholders to exercise control because Delaware law does not require cumulative voting; and
enhanced ability to attract and retain directors and officers, including with respect to candidates who already are familiar with Delaware corporate law from their past business experience.

The foregoing discussion of information and factors considered by the special committee and the BVBC board of directors is not intended to be exhaustive. In light of the variety of factors considered in connection with its evaluation of the merger

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agreement and the transactions contemplated thereby, the special committee and the BVBC board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the special committee and the BVBC board of directors applied his or her own personal business judgment to the process and may have given different weight to different factors than other members gave to such factors.
Based on the factors described above, the BVBC board of directors determined that the merger of BVBC with Heartland and the merger of BankBV with M&JBank were advisable and in the best interests of BVBC stockholders and unanimously approved the merger agreement.
Recommendation of BVBC's Board of Directors
The BVBC board of directors unanimously recommends that you vote "FOR" the merger proposal.
Opinion of BVBC's Financial Advisor
On August 29, 2018, BVBC entered into an engagement agreement with Davidson to render financial advisory and investment banking services to BVBC. As part of its engagement, Davidson agreed to assist BVBC in analyzing, structuring, negotiating and, if appropriate, effecting a transaction between BVBC and another corporation or business entity. Davidson also agreed to provide BVBC's board of directors with an opinion as to the fairness, from a financial point of view, of the exchange ratio to the holders of BVBC's common stock in the proposed merger. BVBC engaged Davidson because Davidson is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger and is familiar with BVBC and its business. As part of its investment banking business, Davidson is continually engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.
On January 14, 2019, the BVBC board of directors held a meeting to evaluate the proposed merger with Heartland. At this meeting, Davidson reviewed the financial aspects of the proposed merger and rendered an opinion to the BVBC board of directors that, as of such date and based upon and subject to assumptions made, procedures followed, matters considered and limitations on the review undertaken, the exchange ratio was fair, from a financial point of view, to the holders of BVBC's common stock in the proposed merger.
The full text of Davidson's written opinion, dated January 14, 2019, is attached as Appendix C to this proxy statement/prospectus and is incorporated herein by reference. The description of the opinion set forth herein is qualified in its entirety by reference to the full text of such opinion. BVBC’s stockholders are urged to read the opinion in its entirety.
Davidson's opinion speaks only as of the date of the opinion and Davidson undertakes no obligation to revise or update its opinion. The opinion is directed to the BVBC board of directors and addresses only the fairness, from a financial point of view, of the exchange ratio to the holders of BVBC's common stock in the proposed merger. The opinion does not address, and Davidson expresses no view or opinion with respect to, (i) the underlying business decision of BVBC to engage in the merger, (ii) the relative merits or effect of the merger as compared to any alternative business transactions or strategies that may be or may have been available to or contemplated by BVBC or BVBC's board of directors, or (iii) any legal, regulatory, accounting, tax or similar matters relating to BVBC, its stockholders or relating to or arising out of the merger. The opinion expresses no view or opinion as to any terms or other aspects of the merger, except for the exchange ratio. BVBC and Heartland determined the exchange ratio through the negotiation process of the transaction. The opinion does not express any view as to the amount or nature of the compensation to any of BVBC's or Heartland's officers, directors or employees, or any class of such persons, relative to the merger consideration, or with respect to the fairness of any such compensation. The opinion has been reviewed and approved by Davidson's Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.
Davidson has reviewed the registration statement on Form S‑4 of which this proxy statement/prospectus is a part and consented to the inclusion of its opinion to the BVBC board of directors as Appendix C to this proxy statement/prospectus and to the references to Davidson and its opinion contained herein. A copy of the consent of Davidson is attached as Exhibit 99.3 to the registration statement on Form S‑4.
In connection with rendering its opinion, Davidson reviewed, among other things, the following:
a draft of the merger agreement dated January 12, 2019;
certain financial statements and other historical financial and business information about Heartland and BVBC made available to Davidson from published sources and/or from the internal records of Heartland and BVBC that Davidson deemed relevant;

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certain publicly available analyst earnings estimates for Heartland for the years ending December 31, 2018 and December 31, 2019 extrapolated for Heartland for the years ending December 31, 2020, December 31, 2021, December 31, 2022, and December 31, 2023 based on growth rate assumptions provided by Heartland's management, in each case as discussed with and confirmed by senior management of Heartland and/or its advisors;
financial projections for BVBC for the years ending December 31, 2018 and December 31, 2019 extrapolated for BVBC for the years ending December 31, 2020, December 31, 2021, December 31, 2022, and December 31, 2023 based on growth rate assumptions provided by BVBC management, in each case as discussed with and confirmed by senior management of BVBC;
the current market environment generally and the banking environment in particular;
the financial terms of certain other transactions in the financial institutions industry, to the extent publicly available;
the market and trading characteristics of selected public companies and selected public bank holding companies in particular;
the relative contributions of BVBC and Heartland to the combined company;
the pro forma financial impact of the merger, taking into consideration the amounts and timing of the transaction costs and cost savings; and
such other financial studies, analyses and investigations and financial, economic and market criteria and other information as Davidson considered relevant, including discussions with management and other representatives and advisors of BVBC and Heartland concerning the business, financial condition, results of operations and prospects of BVBC and Heartland.

In arriving at its opinion, Davidson assumed and relied upon the accuracy and completeness of all information that was publicly available, supplied or otherwise made available to, discussed with or reviewed by or for Davidson. Davidson relied on the assurances of management of BVBC that they are not aware of any facts or circumstances that would make any of such information, forecasts or analyses inaccurate or misleading. Davidson did not independently verify, and did not assume responsibility for independently verifying, such information or undertake an independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of BVBC or Heartland. In addition, Davidson did not assume any obligation to conduct, nor did Davidson conduct any physical inspection of the properties or facilities of BVBC or Heartland and was not provided with any reports of such physical inspections. Davidson assumed that there has been no material change in BVBC’s or Heartland's business, assets, financial condition, results of operations, cash flows, or prospects since the date of the most recent financial statements provided to Davidson.
With respect to the financial projections and other estimates (including information relating to certain pro forma financial effects of, and strategic implications and operational benefits anticipated to result from, the proposed merger) provided to or otherwise reviewed by or discussed with Davidson, Davidson has been advised by management of BVBC that such forecasts and other analyses were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of BVBC as to the future financial performance of BVBC and the other matters covered thereby, and that the financial results (including the potential strategic implications and operational benefits anticipated to result from the proposed merger) reflected in such forecasts and analyses will be realized in the amounts and at the times projected. Davidson assumes no responsibility for and expresses no opinion as to these forecasts and analyses or the assumptions on which they were based.
Davidson did not make an independent evaluation or appraisal of the loan and lease portfolios, classified loans, other real estate owned or any other specific assets, nor has Davidson assessed the adequacy of the allowance for loan losses of BVBC or Heartland. Davidson has not reviewed any individual credit files relating to BVBC or Heartland. Davidson assumed that the respective allowances for loan losses for both BVBC and Heartland are adequate to cover such losses and will be adequate on a pro forma basis for the combined entity. Davidson did not make an independent evaluation of the quality of BVBC's or Heartland's deposit base, nor has Davidson independently evaluated potential deposit concentrations or the deposit composition of BVBC or Heartland. Davidson did not make an independent evaluation of the quality of BVBC's or Heartland's investment securities portfolio, nor has it independently evaluated potential concentrations in the investment securities portfolio of BVBC or Heartland.
Davidson assumed that all representations and warranties contained in the merger agreement and all related agreements are true and correct in all respects material to Davidson's analysis, and that the merger will be consummated in accordance with the terms of the merger agreement, without waiver, modification, or amendment of any term, condition or covenant thereof the effect of which would be in any respect material to Davidson's analysis. Davidson has assumed that all material governmental, regulatory or other consents, approvals, and waivers necessary for the consummation of the merger will be obtained without any material adverse effect on the Company or the contemplated benefits of the merger.
Davidson assumed in all respects material to its analysis that BVBC and Heartland will remain as going concerns for all periods relevant to its analysis. Davidson's opinion was necessarily based upon information available to Davidson and economic,

27


market, financial and other conditions as they exist and can be evaluated on the date the fairness opinion letter was delivered to BVBC's board of directors.
Davidson's opinion does not take into account individual circumstances of specific holders with respect to control, voting or other rights which may distinguish such holders.
Davidson also expresses no opinion as to the actual value of Heartland's common stock when issued in the proposed merger or the prices at which BVBC's common stock or Heartland's common stock will trade following announcement of the proposed merger or at any future time.
Davidson has not evaluated the solvency or fair value of BVBC or Heartland under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Davidson's opinion is not a solvency opinion and does not in any way address the solvency or financial condition of BVBC or Heartland. Davidson does not express any opinion as to the impact of the proposed merger on the solvency or viability of BVBC or Heartland or the ability of BVBC or Heartland to pay their respective obligations when they come due.
Set forth below is a summary of the material financial analyses performed by Davidson in connection with rendering its opinion. The summary of the analyses of Davidson set forth below is not a complete description of the analysis underlying its opinion, and the order in which these analyses are described below is not indicative of any relative weight or importance given to those analyses by Davidson. The following summaries of financial analyses include information presented in tabular format. You should read these tables together with the full text of the summary financial analyses, as the tables alone are not a complete description of the analyses.
Unless otherwise indicated, the following quantitative information, to the extent it is based on market data, is based on market data as of January 11, 2019, and is not necessarily indicative of market conditions after such date.
Implied Valuation Multiples for BVBC based on the Merger Consideration. Davidson reviewed the financial terms of the proposed transaction. As described in the merger agreement, each share of common stock of BVBC outstanding immediately prior to the effective time of the merger will be converted into the right to receive 0.3271 shares of Heartland common stock (the "exchange ratio"). The terms and conditions of the merger are more fully described in the merger agreement. For purposes of the financial analyses described below, based on the closing price of Heartland common stock on January 11, 2019, of $45.68, the exchange ratio represented an implied value of $14.94 per fully diluted share of BVBC common Stock and aggregate deal consideration of $94.4 million. Based upon financial information as of or for the twelve month period ended September 30, 2018 and other financial and market information described below, Davidson calculated the following transaction ratios:
Transaction Ratios
 
Per FD Share(1)
 
Aggregate
Transaction Price / Q3 2018 Year-to-Date Net Income (Annualized)
14.2x

 
14.2x

Transaction Price / LTM Net Income
39.4x

 
39.4x

Transaction Price / LTM "Core" Net Income(2)
15.7x

 
15.7x

Transaction Price / 2018 Est. Net Income(3)
14.3x

 
14.3x

Transaction Price / 2019 Est. Unadjusted Budgeted Net Income(3)
11.6x

 
11.6x

Transaction Price / 2019 Est. Adjusted Budgeted Net Income Due to Durbin Amendment(3)(4)
11.8x

 
11.8x

Transaction Price / Book Value
185.6
%
 
185.6
%
Transaction Price / Tangible Book Value
185.6
%
 
185.6
%
Tangible Book Premium / Core Deposits(5)
%
 
8.1
%
Transaction Price / BVBC's Primary Share Closing Price as of 1/11/19(6)
32.8
%
 
 
Transaction Price / BVBC's Fully Diluted Share Closing Price as of 1/11/19(7)
44.9
%
 
 
_________________
(1)
Includes conversion of BVBC Series B preferred stock and remaining unvested restricted stock units.
(2)
Last Twelve Months "core" net income adjusts for non-cash Tax Reform Act change that occurred in the fourth quarter of 2017.
(3)
Financial projections in 2018 and 2019 based on management budget, as discussed with and confirmed by BVBC management.
(4)
Adjusted Net Income for 2019 incorporates adverse impact from partial loss of interchange revenue due to Durbin Amendment.
(5)
Tangible book premium / core deposits calculated by dividing the excess or deficit of the aggregate transaction value compared to tangible book value by core deposits.
(6)
Based on BVBC's Primary Share Closing Price as of January 11, 2019 of $11.25.
(7)
Based on BVBC's Implied Fully Diluted Share Closing Price as of January 11, 2019 of $10.31.


28


Stock Price Performance of Heartland and BVBC. Davidson reviewed the history of the reported trading prices and volume of BVBC and Heartland common stock and certain stock indices, including the S&P 500, the KBW Nasdaq Regional Bank Index and the NASDAQ Bank Index. Davidson compared the stock price performance of BVBC or Heartland with the performance of the S&P 500, the KBW Nasdaq Regional Banking Index and the NASDAQ Bank Index as follows:
One Year Stock Performance
 
Beginning Index
Value on 1/11/18
 
Ending Index Value
on 1/11/19
S&P 500
100.0
%
 
93.8
%
KBW Nasdaq Regional Banking Index
100.0
%
 
81.7
%
Heartland
100.0
%
 
83.7
%
BVBC
100.0
%
 
95.7
%
Three Year Stock Performance
 
Beginning Index
Value on 1/11/16
 
Ending Index Value
on 1/11/19
S&P 500
100.0%
 
135.0%
KBW Nasdaq Regional Banking Index
100.0%
 
127.0%
NASDAQ Bank
100.0%
 
130.6%
Heartland
100.0%
 
162.9%
Five Year Stock Performance
 
Beginning Index
Value on 1/11/14
 
Ending Index Value
on 1/11/19
S&P 500
100.0%
 
140.9%
KBW Nasdaq Regional Banking Index
100.0%
 
122.0%
NASDAQ Bank
100.0%
 
134.4%
Heartland
100.0%
 
172.4%
Ten Year Stock Performance
 
Beginning Index
Value on 1/11/09
 
Ending Index Value
on 1/11/19
S&P 500
100.0%
 
291.6%
KBW Nasdaq Regional Banking Index
100.0%
 
186.2%
NASDAQ Bank
100.0%
 
188.4%
Heartland
100.0%
 
238.9%
Fifteen Year Stock Performance
 
Beginning Index
Value on 1/11/04
 
Ending Index Value
on 1/11/19
S&P 500
100.0%
 
231.4%
NASDAQ Bank
100.0%
 
119.8%
Heartland
100.0%
 
243.6%
Contribution Analysis. Davidson analyzed the relative contribution of BVBC and Heartland to certain financial and operating metrics for the pro forma combined company. Such financial and operating metrics included: (i) market capitalization; (ii) net income available for common stockholders during the preceding twelve months ended September 30, 2018; (iii) estimates for Heartland GAAP net income in 2018 and 2019 based on publicly available consensus earnings estimates and estimates for BVBC GAAP net income in 2018 and 2019 based on BVBC management's budget; (iv) BVBC adjusted net income which includes an adverse net income impact from loss of interchange fees as a result of the Durbin Amendment; (v) total assets; (vi) total investment securities; (vii) gross loans; (viii) total deposits; (ix) non-interest bearing demand deposits; (x) non-maturity deposits; and (xi) tangible common equity. The relative contribution analysis did not give effect to the impact of any synergies as a result of the proposed merger. The results of this analysis are summarized in the table below, which also compares the results of this analysis with the implied pro forma ownership percentages of BVBC or Heartland stockholders in the combined company based on the exchange ratio:

29


Contribution Analysis
 
Heartland
Stand-alone
 
Heartland
% of Total
 
BVBC
Stand-alone
 
BVBC
% of Total
Market Capitalization
 
 
 
 
 
 
 
Market Capitalization (1/11/19) (in thousands)
$
1,574,743

 
96.0
%
 
$
65,824

 
4.0
%
Income Statement - Historical
 
 
 
 
 
 
 
LTM Net Income (in thousands)(1)(2)
$
98,529

 
94.3
%
 
$
5,993

 
5.7
%
Income Statement - Projections
 
 
 
 
 
 
 
2018 Est. Net Income (in thousands)(3)(4)
$
119,430

 
94.8
%
 
$
6,607

 
5.2
%
2019 Est. Unadjusted Budgeted Net Income (in thousands)(3)(4)
$
145,313

 
94.7
%
 
$
8,143

 
5.3
%
2019 Est. Adj. Budgeted Net Income (in thousands) Due to Durbin
Amendment(3)(4)(5)
$
145,313

 
94.8
%
 
$
7,971

 
5.2
%
2020 Est. Unadjusted Net Income (in thousands)(3)(4)
$
152,511

 
94.7
%
 
$
8,534

 
5.3
%
2020 Est. Adj. Net Income (in thousands) Due to Durbin Amendment(3)(4)(5)
$
152,511

 
94.9
%
 
$
8,171

 
5.1
%
Balance Sheet
 
 
 
 
 
 
 
Total Assets (in thousands)
$
11,335,132

 
94.0
%
 
$
729,123

 
6.0
%
Total Investment Securities (in thousands)
$
2,540,779

 
96.1
%
 
$
103,908

 
3.9
%
Gross Loans, Inc. Loans HFS (in thousands)
$
7,443,220

 
93.3
%
 
$
533,409

 
6.7
%
Loan Loss Reserve (in thousands)
$
61,221

 
90.9
%
 
$
6,122

 
9.1
%
Total Deposits (in thousands)
$
9,562,475

 
94.0
%
 
$
607,483

 
6.0
%
Non-Interest Bearing Demand Deposits (in thousands)
$
3,427,819

 
95.4
%
 
$
163,722

 
4.6
%
Non-Maturity Deposits (in thousands)
$
8,386,249

 
94.2
%
 
$
514,929

 
5.8
%
Tangible Common Equity (in thousands)
$
838,654

 
94.3
%
 
$
50,847

 
5.7
%
Pro Forma Ownership
 
 
 
 
 
 
 
Merger - Actual - Based on 0.3271 Exchange Ratio
 
 
94.3
%
 
 
 
5.7
%
_________________
Note: Pro forma contributions does not include any purchase accounting or merger adjustments.
(1)
Reported net income for the preceding twelve months ending September 30, 2018 for Heartland.
(2)
BVBC Last Twelve Months net income adjusts for non-cash Tax Reform Act change that occurred in the fourth quarter of 2017.
(3)
Financial projections for Heartland in 2018 and 2019 based on publicly available consensus Street estimates, as discussed with and confirmed by Heartland management.
(4)
Financial projections for BVBC in 2018 and 2019 based on management budget, as discussed with and confirmed by BVBC management.
(5)
Adjusted Net Income for 2019 and 2020 incorporate adverse impact from partial loss of interchange revenue due to Durbin Amendment.

BVBC Comparable Companies Analysis. Davidson used publicly available information to compare selected financial and market trading information for BVBC and a group of 13 financial institutions selected by Davidson which: (i) were headquartered in Iowa, Illinois, Indiana, Kansas, Kentucky, Michigan, Minnesota, Missouri, Nebraska, Ohio or Wisconsin; (ii) had their common stock listed on the NYSE, NASDAQ or an over-the-counter exchange; (iii) had assets between $500 million and $2 billion; (iv) had a tangible common equity ratio less than 8.00%; and (v) were not pending merger targets. The 13 financial institutions were as follows:
Commercial National Financial Corp.
 
Marquette National Corporation
Fentura Financial Inc.
 
Oconomowoc Bancshares, Inc.
Guaranty Federal Bancshares
 
Southern Michigan Bancorp, Inc.
Hawthorn Bancshares, Inc.
 
Tri-County Financial Group, Inc.
Heartland BancCorp
 
Town and Country Financial Corp.
Isabella Bank Corporation
 
United Bancshares, Inc.
Landmark Bancorp, Inc.
 
 

The analysis compared the financial condition and market performance of BVBC and the 13 financial institutions identified above based on publicly available financial and market trading information for BVBC and the 13 financial institutions as of and for the twelve-month or three-month period ended September 30, 2018. The analysis did not reflect the impact from pending acquisitions or acquisitions closed after September 30, 2018. The table below shows the results of this analysis (excluding the impact of earnings per share multiples considered not meaningful by Davidson).

30


Financial Condition and Performance
 
 
 
Comparable Companies
 
BVBC
 
Median
 
Average
 
Low
 
High
Total Assets (in millions)
$
728.4

 
$
966.4

 
$
1,065.0

 
$
519.1

 
$
1,833.7

Non-Performing Assets / Total Assets
0.08
%
 
0.96
%
 
1.07
%
 
0.27
%
 
2.27
%
Tangible Common Equity Ratio
6.52
%
 
7.23
%
 
7.04
%
 
5.89
%
 
7.93
%
Net Interest Margin (LTM)
3.54
%
 
3.50
%
 
3.51
%
 
2.97
%
 
4.06
%
Cost of Deposits (LTM)
0.43
%
 
0.67
%
 
0.60
%
 
0.18
%
 
0.96
%
Non-Interest Income / Assets
0.72
%
 
0.98
%
 
0.99
%
 
0.35
%
 
1.65
%
Efficiency Ratio (LTM)
72.93
%
 
70.02
%
 
70.58
%
 
61.75
%
 
82.24
%
Return on Average Equity (LTM)
12.60
%
 
9.92
%
 
10.05
%
 
6.12
%
 
16.77
%
Return on Average Assets (LTM)
0.85
%
 
0.84
%
 
0.84
%
 
0.40
%
 
1.27
%
Market Performance Multiple
 
 
 
Comparable Companies
 
BVBC
 
Median
 
Average
 
Low
 
High
Market Capitalization (in millions)
$
65.8

 
$
95.5

 
$
103.4

 
$
45.4

 
$
180.6

Price Change (LTM)
(4.26
)%
 
(3.38
)%
 
(2.01
)%
 
(17.42
)%
 
15.73
%
Price Change (YTD)
 %
 
(0.13
)%
 
0.12
 %
 
(4.52
)%
 
9.80
%
Price / LTM Earnings Per Share(1)(2)
10.3x

 
12.2x

 
12.6x

 
7.1x

 
24.5x

Price / Tangible Book Value Per Share
142.25
 %
 
132.71
 %
 
134.21
 %
 
111.94
 %
 
161.31
%
Tangible Book Premium / Core Deposits(3)
3.53
 %
 
3.86
 %
 
3.99
 %
 
0.76
 %
 
11.38
%
Dividend Yield (Most Recent Quarter)
 %
 
2.35
 %
 
2.43
 %
 
0.98
 %
 
4.54
%
_________________
(1)
BVBC Last Twelve Months net income adjusts for non-cash Tax Reform Act change that occurred in the fourth quarter of 2017.
(2)
Total price to actual reported last twelve months EPS for BVBC is 26.2x.
(3)
Tangible book premium / core deposits calculated by dividing the excess or deficit of the aggregate transaction value compared to tangible book value by core deposits.

Heartland Comparable Companies Analysis. Davidson used publicly available information to compare selected financial and market trading information for Heartland and a group of 22 financial institutions selected by Davidson which: (i) were headquartered in the Arkansas, Arizona, Colorado, Iowa, Idaho, Illinois, Indiana, Kansas, Kentucky, Michigan, Minnesota, Missouri, Montana, Nebraska, New Mexico, Nevada, Ohio, Oklahoma, Tennessee, Texas, Utah or Wisconsin; (ii) had their common stock listed on the NASDAQ or NYSE; (iii) had assets between $5.0 billion and $20.0 billion; (iv) had a return on average assets greater than 0.00%; and (iv) were not pending merger targets. These 22 financial institutions were as follows:
1st Source Corporation
 
Glacier Bancorp, Inc.
BancFirst Corporation
 
Home BancShares, Inc.
Cadence Bancorporation
 
Independent Bank Group, Inc.
Enterprise Financial Services Corp.
 
International Bancshares Corporation
FB Financial Corporation
 
LegacyTexas Financial Group, Inc.
First Busey Corporation
 
Midland States Bancorp, Inc.
First Financial Bancorp
 
National Bank Holdings Corporation
First Financial Bankshares, Inc.
 
Old National Bancorp
First Interstate BancSystem, Inc.
 
Park National
First Merchants Corporation
 
Simmons First National Corporation
First Midwest Bancorp, Inc.
 
Southside Bancshares, Inc.

The analysis compared the financial condition and market performance of Heartland and the 22 financial institutions identified above based on publicly available financial and market trading information for Heartland and the 22 financial institutions as of and for the twelve-month or three-month period ended September 30, 2018. The analysis also compared the 2018 and 2019 earnings per share multiples for Heartland and the 22 financial institutions identified above based on publicly available consensus Street estimates for Heartland and the 22 financial institutions. The analysis did not reflect the impact from pending acquisitions or

31


acquisitions closed after September 30, 2018. The table below shows the results of this analysis (excluding the impact of earnings per share multiples considered not meaningful by Davidson).
Financial Condition and Performance
 
 
 
Comparable Companies
 
HTLF
 
Median
 
Average
 
Low
 
High
Total Assets (in millions)
$
11,335.1

 
$
9,435.0

 
$
10,013.7

 
$5.058.2

 
$
17,567.8

Non-Performing Assets / Total Assets
0.64
%
 
0.61
%
 
0.61
%
 
0.16
%
 
1.21
%
Tangible Common Equity Ratio
7.70
%
 
9.30
%
 
9.41
%
 
7.03
%
 
13.63
%
Net Interest Margin (LTM)
4.29
%
 
3.81
%
 
3.86
%
 
3.16
%
 
4.70
%
Cost of Deposits (LTM)
0.33
%
 
0.54
%
 
0.51
%
 
0.19
%
 
0.90
%
Non-Interest Income / Assets
1.00
%
 
1.06
%
 
1.11
%
 
0.46
%
 
2.95
%
Efficiency Ratio (LTM)
65.00
%
 
53.60
%
 
54.40
%
 
37.40
%
 
66.20
%
Return on Average Equity (LTM)
8.95
%
 
10.72
%
 
10.18
%
 
4.71
%
 
15.52
%
Return on Average Assets (LTM)
0.95
%
 
1.28
%
 
1.28
%
 
0.49
%
 
1.99
%
Market Performance Multiple
 
 
 
Comparable Companies
 
HTLF
 
Median
 
Average
 
Low
 
High
Market Capitalization (in millions)
$
1,575

 
$
1,994

 
$
1,954

 
$
549

 
$
4,048

Price Change (LTM)
(16.26
)%
 
(16.55
)%
 
(13.94
)%
 
(38.34
)%
 
26.21
%
Price Change (YTD)
3.94
 %
 
4.29
 %
 
4.41
 %
 
(10.10
)%
 
12.53
%
Price / LTM Earnings Per Share
15.1x

 
14.1x

 
16.3x

 
9.9x

 
31.3x

Price / 2018 Est. Earnings Per Share(1)
12.3x

 
12.6x

 
13.1x

 
8.3x

 
27.0x

Price / 2019 Est. Earnings Per Share(1)
10.9x

 
11.1x

 
12.1x

 
7.9x

 
25.6x

Price / Tangible Book Value Per Share
187.77
 %
 
198.87
 %
 
211.29
 %
 
132.45
 %
 
496.47
%
Tangible Book Premium / Core Deposits(2)
8.02
 %
 
12.98
 %
 
15.59
 %
 
4.14
 %
 
54.77
%
Dividend Yield (Most Recent Quarter)
1.23
 %
 
2.43
 %
 
2.54
 %
 
0.88
 %
 
4.27
%
_________________
(1)
Earnings per share estimates based on publicly available consensus Street estimates.
(2)
Tangible book premium / core deposits calculated by dividing the excess or deficit of the aggregate transaction value compared to tangible book value by core deposits.

Precedent Transactions Analysis. Davidson reviewed three sets of precedent merger and acquisition transactions. The sets of mergers and acquisitions included: (1) “Kansas and Missouri Transactions,” (2) “Midwest Transactions,” and (3) “Nationwide Transactions.”
“Kansas and Missouri Transactions” included 21 transactions where:
the selling company was a bank or thrift headquartered in Kansas or Missouri;
the selling company’s total assets were between $175 million and $2 billion;
the transaction was announced between January 1, 2014 and January 11, 2019;
the selling company’s return on average assets over the last twelve months was greater than 0.00%;
the transaction’s pricing information was publicly available; and
the transaction was not a merger of equals.

“Midwest Transactions” included 28 transactions where:
the selling company was a bank headquartered in Iowa, Illinois, Indiana, Kansas, Kentucky, Michigan, Minnesota, Missouri, Nebraska, Ohio or Wisconsin;
the selling company's total assets were between $500 million and $2.0 billion;
the selling company's return on average assets over the last twelve months was greater than 0.00%;
the selling company was based in a metropolitan statistical area market;
the transaction was announced between January 1, 2015 and January 11, 2019;
the transaction's pricing information was publicly available; and

32


the transaction was not a merger of equals.

“Nationwide Transactions” included 60 transactions where:
the selling company was a bank headquartered in the United States;
the selling company's total assets were between $500 million and $1.5 billion;
the selling company's return on average assets over the last twelve months greater than 0.00%;
the selling company’s tangible common equity ratio was below 15.0%;
the selling company was based in a metropolitan statistical area market;
the transaction was announced between January 1, 2016 and January 11, 2019;
the transaction’s pricing information was publicly available;
the buying company was not an investor group; and
the transaction was not a merger of equals.

The following tables set forth the transactions included in “Kansas and Missouri Transactions,” “Midwest Transactions,” and “Nationwide Transactions,” and are sorted by announcement date:
Kansas and Missouri Transactions
Announcement Date
 
Acquirer
 
Target
11/13/2018*
10/22/2018*
06/12/2018
05/10/2018
04/30/2018
04/18/2018
03/06/2018
12/18/2017
06/26/2017
03/15/2017
01/11/2017
10/11/2016
07/14/2016
05/24/2016
12/08/2015
12/03/2015
06/22/2015
12/22/2014
05/28/2014
05/23/2014
02/25/2014
 
Simmons First National Corporation
Foote Financial Shares, LLC
Southern Missouri Bancorp, Inc.
Stifel Financial Corp.
Capitol Federal Financial, Inc.
QCR Holdings, Inc.
RCB Holding Company, Inc.
Equity Bancshares, Inc.
National Bank Holdings Corporation
Topeka Bancorp, Inc.
Southern Missouri Bancorp, Inc.
Enterprise Financial Services Corp
OakStar Bancshares
RCB Holding Company
BOK Financial Corp.
First Busey Corporation
Bear State Financial
Stupp Bros., Inc.
Simmons First National Corp.
First Business Financial Services
Southern Missouri Bancorp
 
Reliance Bancshares, Inc.
Peoples State Bank
Gideon Bancshares, Inc.
Business Bancshares, Inc.
Capital City Bancshares, Inc.
Springfield Bancshares, Inc.
Central B&T Co.
Kansas Bank Corporation
Peoples, Inc.
Kaw Valley Bancorp, Inc.
Tammcorp, Inc.
Jefferson County Bancshares, Inc.
Bancshares of Urbana, Inc.
Cornerstone Alliance, Ltd.
MBT Bancshares, Inc.
Pulaski Financial Corp.
Metropolitan National Bank
Southern Banc. Corp
Liberty Bancshares, Inc.
Aslin Group, Inc.
Peoples Service Company
_________________
* Indicates the transaction was pending as of January 11, 2019.


33


Midwest Transactions
Announcement Date
 
Acquirer
 
Target
01/07/2019*
12/06/2018*
11/13/2018*
10/29/2018*
10/10/2018*
08/22/2018*
08/22/2018*
06/21/2018
05/22/2018
05/10/2018
04/18/2018
11/27/2017
10/16/2017
06/26/2017
03/13/2017
02/17/2017
02/06/2017
12/19/2016
10/11/2016
10/03/2016
05/23/2016
05/03/2016
04/26/2016
12/08/2015
12/03/2015
11/30/2015
11/12/2015
01/06/2015
 
First Financial Corporation
First Midwest Bancorp, Inc.
Simmons First National Corporation
Horizon Bancorp, Inc.
First Merchants Corporation
First Busey Corporation
MidWestOne Financial Group, Inc.
Old National Bancorp
German American Bancorp, Inc.
Stifel Financial Corp.
QCR Holdings, Inc.
Byline Bancorp, Inc.
Midland States Bancorp, Inc.
National Bank Holdings Corporation
First Busey Corporation
First Merchants Corporation
First Busey Corporation
MainSource Financial Group, Inc.
Enterprise Financial Services Corp.
First Commonwealth Financial Corp.
QCR Holdings, Inc.
WesBanco, Inc.
First Mid-Illinois Bancshares, Inc.
BOK Financial Corporation
First Busey Corporation
Great Western Bancorp, Inc.
First Midwest Bancorp, Inc.
Chemical Financial Corporation
 
HopFed Bancorp, Inc.
Bridgeview Bancorp, Inc.
Reliance Bancshares, Inc.
Salin Bancshares, Inc.
MBT Financial Corp.
Banc Ed Corp.
ATBancorp
Klein Financial, Inc.
First Security, Inc.
Business Bancshares, Inc.
Springfield Bancshares, Inc.
First Evanston Bancorp, Inc.
Alpine Bancorporation, Inc.
Peoples, Inc.
Mid Illinois Bancorp, Inc.
Independent Alliance Banks, Inc.
First Community Financial Partners, Inc.
FCB Bancorp, Inc.
Jefferson County Bancshares, Inc.
DCB Financial Corp
Community State Bank
Your Community Bankshares, Inc.
First Clover Leaf Financial Corp.
MBT Bancshares, Inc.
Pulaski Financial Corp.
HF Financial Corp.
NI Bancshares Corporation
Lake Michigan Financial Corporation
_________________
* Indicates the transaction was pending as of January 11, 2019.

34


Nationwide Transactions
Announcement Date
 
Acquirer
 
Target
01/07/2019*
12/06/2018*
12/05/2018*
11/16/2018*
11/13/2018*
11/01/2018*
10/29/2018*
10/11/2018*
10/10/2018*
10/01/2018*
09/13/2018*
08/22/2018*
07/25/2018
07/12/2018
06/11/2018
05/22/2018
05/10/2018
04/30/2018
04/25/2018
04/24/2018
04/18/2018
04/18/2018
04/09/2018
02/26/2018
02/12/2018
01/16/2018
12/19/2017
12/12/2017
12/11/2017
11/28/2017
11/27/2017
11/27/2017
11/17/2017
11/07/2017
10/16/2017
08/23/2017
08/09/2017
07/26/2017
06/27/2017
05/22/2017
03/13/2017
02/17/2017
02/13/2017
02/06/2017
01/31/2017
01/17/2017
12/14/2016
11/30/2016
10/18/2016
10/11/2016
10/03/2016
06/27/2016
06/22/2016
05/23/2016
05/03/2016
04/26/2016
03/16/2016
03/10/2016
02/10/2016
01/28/2016
 
First Financial Corporation
First Midwest Bancorp, Inc.
Cambridge Bancorp
First Citizens BancShares, Inc.
Simmons First National Corporation
Enterprise Financial Services Corp
Horizon Bancorp, Inc.
First Interstate BancSystem, Inc.
First Merchants Corporation
American National Bankshares Inc.
Park National Corporation
MidWestOne Financial Group, Inc.
Banner Corporation
ConnectOne Bancorp, Inc.
Seacoast Banking Corporation of Florida
German American Bancorp, Inc.
Stifel Financial Corp.
Allegiance Bancshares, Inc.
First Interstate BancSystem, Inc.
National Commerce Corporation
BancorpSouth Bank
QCR Holdings, Inc.
Triumph Bancorp, Inc.
First Choice Bancorp
Mechanics Bank
Mid Penn Bancorp, Inc.
First Foundation Inc.
Heartland Financial USA, Inc.
TriCo Bancshares
Independent Bank Group, Inc.
Byline Bancorp, Inc.
FCB Financial Holdings, Inc.
Ameris Bancorp
First Federal Bancorp, MHC
Midland States Bancorp, Inc.
Home Bancorp, Inc.
Pacific Premier Bancorp, Inc.
Heritage Financial Corporation
United Community Banks, Inc.
SmartFinancial, Inc.
First Busey Corporation
First Merchants Corporation
Heartland Financial USA, Inc.
First Busey Corporation
Bryn Mawr Bank Corporation
Renasant Corporation
Veritex Holdings, Inc.
CenterState Banks, Inc.
CenterState Banks, Inc.
Enterprise Financial Services Corp
First Commonwealth Financial Corp.
Berkshire Hills Bancorp, Inc.
First Bancorp
QCR Holdings, Inc.
Revere Bank
First Mid-Illinois Bancshares, Inc.
Guaranty Bancorp
Midland Financial Co.
Hampton Roads Bankshares, Inc.
Pinnacle Financial Partners, Inc.
 
HopFed Bancorp, Inc.
Bridgeview Bancorp, Inc.
Optima Bank & Trust Company
Biscayne Bancshares, Inc.
Reliance Bancshares, Inc.
Trinity Capital Corporation
Salin Bancshares, Inc.
Idaho Independent Bank
MBT Financial Corp.
HomeTown Bankshares Corporation
CAB Financial Corporation
ATBancorp
Skagit Bancorp, Inc.
Greater Hudson Bank
First Green Bancorp, Inc.
First Security, Inc.
Business Bancshares, Inc.
Post Oak Bancshares, Inc.
Northwest Bancorporation, Inc.
Landmark Bancshares, Inc.
Icon Capital Corporation
Springfield Bancshares, Inc.
First Bancorp of Durango, Inc.
Pacific Commerce Bancorp
Learner Financial Corporation
First Priority Financial Corp.
PBB Bancorp
First Bank Lubbock Bancshares, Inc.
FNB Bancorp
Integrity Bancshares, Inc.
First Evanston Bancorp, Inc.
Floridian Community Holdings, Inc.
Atlantic Coast Financial Corporation
Coastal Banking Company, Inc.
Alpine Bancorporation, Inc.
Saint Martin Bancshares, Inc.
Plaza Bancorp
Puget Sound Bancorp, Inc.
Four Oaks Fincorp, Inc.
Capstone Bancshares, Inc.
Mid Illinois Bancorp, Inc.
Independent Alliance Banks, Inc.
Citywide Banks of Colorado, Inc.
First Community Financial Partners, Inc.
Royal Bancshares of Pennsylvania, Inc.
Metropolitan BancGroup, Inc.
Sovereign Bancshares, Inc.
Gateway Financial Hldgs of Florida, Inc.
Platinum Bank Holding Company
Jefferson County Bancshares, Inc.
DCB Financial Corp
First Choice Bank
Carolina Bank Holdings, Inc.
Community State Bank
Monument Bank
First Clover Leaf Financial Corp.
Home State Bancorp
1st Century Bancshares, Inc.
Xenith Bankshares, Inc.
Avenue Financial Holdings, Inc.
_________________
* Indicates the transaction was pending as of January 11, 2019.


35


For each transaction referred to above, Davidson compared, among other things, the following implied ratios:
transaction price compared to tangible book value on a per share basis, based on the latest publicly available financial statements of the target company prior to the announcement of the transaction;
transaction price compared to earnings per share for the last twelve months, based on the latest publicly available financial statements of the target company prior to the announcement of the transaction; and
tangible book premium to core deposits based on the latest publicly available financial statements of the target company prior to the announcement of the transaction.

Davidson compared the multiples of the comparable transaction groups and other operating financial data where relevant to the proposed merger multiples and other operating financial data of BVBC as of or for the three-month period ended September 30, 2018. The table below sets forth the results of this analysis.
Financial Condition and Performance
 
 
 
Kansas & Missouri
 
Midwest
 
Nationwide
 
BVBC
 
Median
 
Average
 
Low
 
High
 
Median
 
Average
 
Low
 
High
 
Median
 
Average
 
Low
 
High
Total Assets (in millions)
$
728.4

 
$
438.3

 
$
555.3

 
$
186.1

 
$
1,521.7

 
$
1,007.7

 
$
1,038.4

 
$
523.1

 
$
1,972.2

 
$
799.3

 
$
862.5

 
$
510.8

 
$
1,492.9

Return on Average Assets
(LTM)(1)
0.85
%
 
0.83
%
 
0.9
%
 
0.01
%
 
2.33
%
 
0.82
%
 
0.79
%
 
0.01
%
 
2.33
%
 
0.78
%
 
0.81
%
 
0.02
%
 
1.69
%
Return on Average Equity
(LTM)(1)
12.60
%
 
7.67
%
 
9.15
%
 
0.08
%
 
22.67
%
 
8.09
%
 
8.28
%
 
0.08
%
 
22.67
%
 
7.83
%
 
8.42
%
 
0.21
%
 
20.71
%
Tangible Common Equity
Ratio
6.52
%
 
8.99
%
 
8.81
%
 
5.05
%
 
12.05
%
 
9.27
%
 
9.02
%
 
5.05
%
 
12.01
%
 
9.10
%
 
9.12
%
 
5.59
%
 
12.01
%
Core Deposits / Deposits
87.10
%
 
90.60
%
 
87.10
%
 
64.90
%
 
98.90
%
 
90.70
%
 
87.10
%
 
58.30
%
 
99.60
%
 
86.90
%
 
86.70
%
 
56.10
%
 
99.60
%
Loans / Deposits
87.80
%
 
87.40
%
 
85.30
%
 
51.50
%
 
115.70
%
 
87.60
%
 
87.20
%
 
56.60
%
 
115.70
%
 
91.50
%
 
89.80
%
 
59.40
%
 
129.60
%
Non-Interest Income / Assets
0.69
%
 
0.63
%
 
1.46
%
 
0.26
%
 
15.84
%
 
0.89
%
 
1.73
%
 
0.26
%
 
15.84
%
 
0.62
%
 
0.96
%
 
0.09
%
 
8.53
%
Efficiency Ratio (LTM)
72.90
%
 
68.70
%
 
68.00
%
 
50.60
%
 
95.00
%
 
68.40
%
 
70.50
%
 
50.60
%
 
95.60
%
 
68.10
%
 
68.20
%
 
42.90
%
 
95.60
%
Non-Performing Assets /
Total Assets
0.08
%
 
1.03
%
 
1.53
%
 
0.06
%
 
6.99
%
 
1.04
%
 
1.10
%
 
0.18
%
 
2.90
%
 
0.78
%
 
1.03
%
 
%
 
3.81
%
Loan Reserves / Non-
Performing Assets
1,050.60
%
 
98.50
%
 
145.70
%
 
24.60
%
 
538.20
%
 
76.70
%
 
127.00
%
 
29.60
%
 
524.80
%
 
115.00
%