Mergers & Acquisitions

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Deal Overview

Buyer:
Heartland Financial USA, Inc.
Actual Acquirer:
Heartland Financial USA, Inc.
Target:
Premier Valley Bank
Deal Type:
Bank & Thrift Company
Agreement Date:
5/28/2015
Announcement Date:
5/29/2015
Announced Deal Value ($ M):
95.05
Status:
Completed
Completion Date:
11/30/2015
Announced Deal Value Per Share ($ )
7.73

Consideration Breakout
Cash ($M) 28.5
Common Stock ($M) 67.9
Common Stock Issued 1,758,543

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 133.4 132.0
Price / Tangible Book (%) 164.2 161.5
Price / Earnings (x) 12.5 12.2
Price / Deposits (%) 16.93 16.12
Price / Assets (%) 14.68 14.11
Tangible Book Premium/ Deposits (%) 6.99 7.54
Deal Terms
Description of Consideration

Heartland Financial USA Inc. paid $7.725 in cash or exchanged 0.2042 shares of its common stock to acquire each outstanding share of Premier Valley Bank, subject to 70% of the consideration being paid in stock.

Accounting Method Acquisition
In-State Transaction? No
Merger of Equals? No
Geographic Expansion? Market Expansion
Goodwill Generated ($ 000) 41,640
Estimated Cost Savings (%) 25.00
Estimated Cost Savings ($ 000) 3,247
Est. Restructuring Charges ($ 000) 4,300
Maximum Termination Fee ($ 000) 3,000
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.204200
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 8,000
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Panoramic Capital Advisors Inc
Seller Yes Sandler O'Neill & Partners LP
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Dorsey & Whitney LLP
Seller Yes Sheppard Mullin Richter