Mergers & Acquisitions

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Deal Overview

Buyer:
Heartland Financial USA, Inc.
Actual Acquirer:
Summit Bank & Trust
Target:
CIC Bancshares, Inc.
Deal Type:
Bank & Thrift Company
Agreement Date:
10/22/2015
Announcement Date:
10/23/2015
Announced Deal Value ($ M):
85.26
Status:
Completed
Completion Date:
2/5/2016
Announced Deal Value Per Share ($ )
14.10

Consideration Breakout
Cash ($M) 17.2
Common Stock ($M) 65.7
Common Stock Issued 2,003,235
Contingent Payments ($M) 2.5

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 132.9 135.9
Price / Tangible Book (%) 150.3 144.8
Price / Earnings (x) 44.7 NM
Price / Deposits (%) 13.22 13.02
Price / Assets (%) 11.68 11.41
Tangible Book Premium/ Deposits (%) 5.43 5.51
Deal Terms
Description of Consideration

Heartland Financial USA Inc. paid $2.80 in cash per share and issued 0.3670 share of its common stock to acquire each outstanding share of CIC Bancshares Inc., plus a right to collections under several lease agreements of approximately $0.41 per share. Exchange ratio was subject to adjustment based on Heartland Financial closing price within a $41.25- $30.49 cap/collar. Heartland Financial USA Inc. assumed approximately $5.83 million of Subordinated Debentures. CIC Bancshares Inc. redeemed all outstanding shares of CIC Series A Preferred Stock and CIC Series C Preferred Stock immediately prior to the Effective Time. Target's financials are for Centennial Bank.

Accounting Method Acquisition
In-State Transaction? No
Merger of Equals? No
Geographic Expansion? Market Expansion
Goodwill Generated ($ 000) 30,038
Estimated Cost Savings (%) 25.00
Estimated Cost Savings ($ 000) 5,500
Est. Restructuring Charges ($ 000) 7,000
Maximum Termination Fee ($ 000) 3,400
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.367000
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) 6,386
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Panoramic Capital Advisors Inc
Seller Yes Piper Jaffray & Co.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Dorsey & Whitney LLP
Seller Yes Shapiro Bieging Barber