GERMAN AMERICAN BANCORP, INC. (GABC): M&A transaction — German American completes Heartland BancCorp merger; issues ~7.74M shares and assumes $24.3M sub debt
GERMAN AMERICAN BANCORP, INC.
Merger closed Feb 1, 2025; Heartland shareholders receive 3.90 GABC shares per share.
Combined company has 94 branches in IN, KY, OH; pro forma assets ~$8.3B as of Dec 31, 2024.
G. Scott McComb (ex-Heartland CEO) and Ronnie R. Stokes appointed to GABC board.
Management expects deal to be accretive to EPS within 12 months; tangible book value earn back period relatively quick.
GABC assumed $24.3M of Heartland 5.0% Fixed-to-Floating Subordinated Notes due 2030.
G. Scott McComb, Heartland’s Chairman, President and Chief Executive Officer immediately prior to the completion of the Merger, and Ronnie R. Stokes, another member of Heartland’s board of directors immediately prior to the completion of the Merger, have been appointed to the Company’s Board of Directors.
G. Scott McComb, Heartland’s Chairman, President and Chief Executive Officer immediately prior to the completion of the Merger, and Ronnie R. Stokes, another member of Heartland’s board of directors immediately prior to the completion of the Merger, have been appointed to the Company’s Board of Directors.
Key facts
Extracted from this filing and checked against the source text.
GERMAN AMERICAN BANCORP, INC. incurred senior notes of $24,300,000 at 5.0% Fixed-to-Floating Rate maturing May 15, 2030.
Instrument
senior notes
Principal
$24,300,000
Rate
5.0% Fixed-to-Floating Rate
Maturity
May 15, 2030
Event
incurrence
Exact text from the filing
the Company assumed Heartland’s obligations under its 5.0% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”), which have a current outstanding aggregate principal amount of $24,300,000
Ronnie R. Stokes was appointed as Director at GERMAN AMERICAN BANCORP, INC..
Action
appointed
Role
Director
Exact text from the filing
G. Scott McComb, Heartland’s Chairman, President and Chief Executive Officer immediately prior to the completion of the Merger, and Ronnie R. Stokes, another member of Heartland’s board of directors immediately prior to the completion of the Merger, have been appointed to the Company’s Board of Directors.
G. Scott McComb was appointed as Director at GERMAN AMERICAN BANCORP, INC..
Action
appointed
Role
Director
Exact text from the filing
G. Scott McComb, Heartland’s Chairman, President and Chief Executive Officer immediately prior to the completion of the Merger, and Ronnie R. Stokes, another member of Heartland’s board of directors immediately prior to the completion of the Merger, have been appointed to the Company’s Board of Directors.
GERMAN AMERICAN BANCORP, INC. completed an acquisition involving Heartland BancCorp for $161.19 per share (closed 2025-02-01).
Action
acquisition
Counterparty
Heartland BancCorp
Consideration
$161.19 per share
Closing
2025-02-01
Exact text from the filing
the merger and continuing its corporate existence. The beneficial owners of Heartland shares held in the HLAN 401(k) Plan are entitled to receive a cash payment equal to $161.19 per share, which is equal to the Exchange Ratio multiplied by the closing trading price of the Company’s common shares on January 31, 2025. Each option to acquire a share of
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