Mergers & Acquisitions

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Deal Overview

Buyer:
Heartland Financial USA, Inc.
Actual Acquirer:
Premier Valley Bank
Target:
Founders Bancorp
Deal Type:
Bank & Thrift Company
Agreement Date:
10/29/2016
Announcement Date:
10/31/2016
Announced Deal Value ($ M):
29.64
Status:
Completed
Completion Date:
2/28/2017
Announced Deal Value Per Share ($ )
21.87

Consideration Breakout
Cash ($M) 8.3
Common Stock ($M) 22.9
Common Stock Issued 455,877

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 151.7 169.1
Price / Tangible Book (%) 151.7 169.1
Price / Earnings (x) 23.2 25.4
Price / Deposits (%) 16.47 NA
Price / Assets (%) 14.93 17.00
Tangible Book Premium/ Deposits (%) 6.93 NA
Deal Terms
Description of Consideration

Heartland Financial USA Inc. paid $21.87 per share in cash or exchanged 0.5112 shares of its common stock for each of the outstanding share of Founders Bancorp, subject to 70% of the consideration being paid in stock. Exchange ratio was subject to adjustment based on Heartland Financial USA Inc.'s closing price within a $31.62-$42.78 cap/floor.

Accounting Method Acquisition
In-State Transaction? No
Merger of Equals? No
Geographic Expansion? In Market
Goodwill Generated ($ 000) 13,800
Estimated Cost Savings (%) 30.00
Estimated Cost Savings ($ 000) 1,570
Est. Restructuring Charges ($ 000) NA
Maximum Termination Fee ($ 000) 1,200
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.511200
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) 2,500
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Panoramic Capital Advisors Inc
Seller Yes D.A. Davidson & Co.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Dorsey & Whitney LLP
Seller Yes Stuart Moore Staub