German American Bancorp Enters Material Agreement

TL;DR

GABC just signed a big deal to buy assets from Peoples Bank, filing shows.

AI Summary

On July 29, 2024, German American Bancorp, Inc. announced a material definitive agreement related to its acquisition of certain assets from Peoples Bank. The filing also includes financial statements and exhibits, and a Regulation FD disclosure.

Why It Matters

This filing indicates a significant step in German American Bancorp's growth strategy through acquisition, potentially impacting its market position and financial performance.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks, including integration challenges and potential overpayment, which could affect German American Bancorp's financial health.

Key Players & Entities

• German American Bancorp, Inc. (company) — Registrant
• Peoples Bank (company) — Seller of acquired assets
• July 29, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $25.0 million — its common stock, and pay approximately $25.0 million in cash, in exchange for all of the iss
• $31.87 — (the "Determination Date") is less than $31.87 per share and (b) the percentage declin
• $10 million — in the payment of a termination fee of $10 million by either German American or Heartland

Filing Documents

• tm2419070d2_8k.htm (8-K) — 61KB
• tm2419070d2_ex2-1.htm (EX-2.1) — 586KB
• tm2419070d2_ex10-1.htm (EX-10.1) — 61KB
• tm2419070d2_ex10-2.htm (EX-10.2) — 57KB
• tm2419070d2_ex99-1.htm (EX-99.1) — 28KB
• tm2419070d2_ex99-2.htm (EX-99.2) — 34KB
• tm2419070d2_ex99-2img001.jpg (GRAPHIC) — 261KB
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• tm2419070d2_ex99-2img005.jpg (GRAPHIC) — 878KB
• tm2419070d2_ex99-2img006.jpg (GRAPHIC) — 252KB
• tm2419070d2_ex99-2img007.jpg (GRAPHIC) — 168KB
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• tm2419070d2_ex99-2img009.jpg (GRAPHIC) — 210KB
• tm2419070d2_ex99-2img010.jpg (GRAPHIC) — 128KB
• tm2419070d2_ex99-2img011.jpg (GRAPHIC) — 28KB
• tm2419070d2_ex99-2img012.jpg (GRAPHIC) — 235KB
• tm2419070d2_ex99-2img013.jpg (GRAPHIC) — 158KB
• tm2419070d2_ex99-2img014.jpg (GRAPHIC) — 176KB
• tm2419070d2_ex99-2img015.jpg (GRAPHIC) — 187KB
• tm2419070d2_ex99-2img016.jpg (GRAPHIC) — 212KB
• tm2419070d2_ex99-2img017.jpg (GRAPHIC) — 185KB
• 0001104659-24-083573.txt ( ) — 6730KB
• gabc-20240729.xsd (EX-101.SCH) — 3KB
• gabc-20240729_lab.xml (EX-101.LAB) — 33KB
• gabc-20240729_pre.xml (EX-101.PRE) — 22KB
• tm2419070d2_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Merger Agreement On July 29, 2024, German American Bancorp, Inc., an Indiana corporation ("German American"), and Heartland BancCorp, an Ohio corporation ("Heartland"), entered into an Agreement and Plan of Reorganization (the "Merger Agreement"), pursuant to which Heartland agreed to merge with and into German American (the "Merger"). The Merger Agreement provides that Heartland's wholly-owned banking subsidiary, Heartland Bank, will be merged with and into German American's wholly-owned banking subsidiary, German American Bank, immediately following the Merger. Under the terms of the Merger Agreement, each record holder of Heartland common stock (other than "Dissenting Shares" and shares held in the "HLAN 401(k) Plan" (as such terms are defined in the Merger Agreement)) will receive, for each share of Heartland common stock, 3.90 (the "Exchange Ratio") shares of German American common stock in a tax-free exchange. Heartland Bank, as the administrator and record holder of shares of Heartland common stock held in the HLAN 401(k) Plan, will receive in exchange for each share of Heartland common stock held in the HLAN 401(k) Plan, on behalf of the beneficial owners of such shares, a "401(k) Cash Payment" equal to the Exchange Ratio multiplied by the greater of: (i) the volume-weighted average price of German American's common shares over the ten (10) consecutive trading days ending on the trading day that is the fourth business day preceding the Merger closing date, or (ii) the closing trading price of German American's common shares on the trading day that is the first business day preceding the Merger closing date. Any option to acquire a share of Heartland common stock outstanding at the closing of the Merger will be cancelled in exchange for the cash payment of a "Cancellation Amount" equal to (i) the Exchange Ratio multiplied by the volume-weighted average price of German American's common shares over

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On July 29, 2024, German American and Heartland issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. In addition, on July 30, 2024, German American will begin conducting a series of meetings with analysts and investors, providing supplemental information regarding the Merger to the meeting participants. A copy of the slides that will be made available in connection with the meetings is attached hereto as Exhibit 99.2 and incorporated herein by reference. The preceding information, as well as Exhibits 99.1 and 99.2 referenced therein, shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that Section, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. - 3 - Cautionary Note Regarding Forward-Looking Statements This Report contains forward - looking Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward - looking statements can often, but not always, be identified by the use of words like "believe", "continue", "pattern", "estimate", "project", "intend", "anticipate", "expect", and similar expressions or future or conditional verbs such as "will", "would", "should", "could", "might", "can", "may", or similar expressions. These forward - looking statements include, but are not limited to, statements relating to the expected timing and benefits of the proposed Merger between German American and Heartland, including future financial and operating results,

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Reorganization by and among German American Bancorp, Inc., German American Bank, Heartland BancCorp, and Heartland Bank, dated as of July 29, 2024. 10.1 Voting Agreement, dated as of July 29, 2024, among German American Bancorp, Inc., each member of the Board of Directors and certain officers of Heartland BancCorp. 10.2 Voting Agreement, dated as of July 29, 2024, among Heartland BancCorp and each member of the Board of Directors of German American Bancorp, Inc. 99.1 Joint Press Release, dated July 29, 2024. 99.2 German American Bancorp, Inc. Investor Presentation, dated July 29, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules to the subject agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request. * * * * * * - 6 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GERMAN AMERICAN BANCORP, INC. Date: July 29, 2024 By: /s/ D. Neil Dauby D. Neil Dauby, Chairman and Chief Executive Officer - 7 -

View Full Filing

View this 8-K filing on SEC EDGAR