tm2227020-1_s4 - none - 81.6097199s
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As filed with the Securities and Exchange Commission on October 14, 2022.
No. 333-         
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HBT FINANCIAL, INC.
(Exact name of registrant as specified in its Charter)
6022
(Primary Standard Industrial
Classification Code Number)
Delaware
(State of or Other Jurisdiction of Incorporation or Organization)
37-1117216
(I.R.S. Employer Identification Number)
401 North Hershey Road
Bloomington, Illinois 61704
(888) 897-2276
(Address, Including ZIP Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
James M. Kane
Vedder Price P.C.
222 N. LaSalle Street
Chicago, Illinois 60601
(312) 609-7500
Bill Fay
Barack Ferrazzano Kirschbaum & Nagelberg LLP
200 W. Madison Street, Suite 3900,
Chicago, Illinois 60606
(312) 984-3100
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed document.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company, See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act
Large accelerated filer   ☐ Accelerated filer   ☒ Non-accelerated filer   ☐
Small reporting company    ☒
Emerging growth company   ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(b) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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Information contained herein is subject to completion or amendment. A registration statement relating to HBT Financial, Inc.’s common stock to be offered in this transaction has been filed with the Securities and Exchange Commission. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell, or the solicitation of an offer to buy, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
PRELIMINARY — SUBJECT TO COMPLETION — DATED OCTOBER 14, 2022
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Town and Country Financial Corporation
           , 2022
Dear Stockholders of Town and Country Financial Corporation:
On August 23, 2022, Town and Country Financial Corporation (“Town and Country”), HBT Financial, Inc. (“HBT”), and HB-TC Merger, Inc., a wholly-owned subsidiary of HBT (“MergerCo”), entered into an Agreement and Plan of Merger (the “merger agreement”) that provides for the merger of Town and Country with HBT. Town and Country will hold a special meeting of its stockholders at which the holders of Town and Country common stock will be asked to vote to adopt the merger agreement and approve the transactions contemplated thereby, as described in the accompanying proxy statement/prospectus.
Under the merger agreement, MergerCo, a newly organized company which is wholly-owned by HBT, will merge with and into Town and Country, with Town and Country as the surviving entity, and as a result, Town and Country will become a wholly-owned subsidiary of HBT (the “merger”). Immediately following the merger, Town and Country will merge with and into HBT, thereby ending the separate corporate existence of Town and Country (the “intermediate merger”). Immediately following the intermediate merger, Town and Country Bank, an Illinois state-chartered bank and a wholly-owned subsidiary of Town and Country (“Town and Country Bank”), will merge with and into Heartland Bank and Trust Company, an Illinois state-chartered bank and a wholly-owned subsidiary of HBT (“Heartland Bank”), with Heartland Bank continuing as the surviving bank (the “bank merger”).
Upon completion of the merger, each share of Town and Country common stock outstanding immediately prior to the completion of the merger will be converted into the right to receive, at the option of the Town and Country stockholder, one of the following (“merger consideration”): (i) 1.9010 duly authorized, validly issued, fully paid and non-assessable shares of HBT common stock, par value $0.01 per share (“stock consideration”), (ii) cash in the amount of $35.66 (“cash consideration”), or (iii) a combination of the cash consideration and the stock consideration (“mixed consideration”), in each case subject to adjustment and to the election and proration procedures as provided in the merger agreement. In lieu of fractional shares of HBT common stock, holders of Town and Country common stock will receive cash. The stockholder election will be subject to a proration mechanism based on the elections of other Town and Country stockholders, such that the aggregate cash to be received by Town and Country stockholders will equal as closely as possible $38,000,000 (the “aggregate cash consideration”) and the aggregate number of shares of HBT common stock to be received by Town and Country stockholders will equal as closely as possible 3,378,655 shares of HBT common stock (the “aggregate stock consideration”). Holders of Town and Country common stock that do not make a valid election will be treated as having elected to receive the cash consideration or the stock consideration in accordance with the proration methodology described in the merger agreement. All Town and Country restricted stock that is unvested and outstanding will, immediately prior to the merger, automatically vest as of such time, and the holders thereof will be entitled to receive the same merger consideration for the shares of Town and Country common stock that were received under the restricted stock awards as all other holders of Town and Country common stock, although such merger consideration may be subject to withholding taxes.
If the parties reasonably determine that an event or events have occurred between the date of the merger agreement and the receipt of all requisite regulatory approvals that have materially adversely affected the value of the contemplated transactions to HBT, the aggregate cash consideration is subject to a downward adjustment, which adjustment shall be no greater than $3,500,000. The aggregate cash consideration is also subject to downward adjustment if the anticipated costs to remediate any environmental conditions with respect to Town and Country’s real property are expected to exceed $200,000 (net of any reduction in HBT’s income tax liability for the taxable year in which such expenditure occurs). Based on the information available as of the date of the accompanying proxy statement/prospectus, the parties do not anticipate any such adjustments to the aggregate cash consideration will be made.

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Holders of Town and Country common stock should note that the value of the HBT common stock to be received by holders of Town and Country common stock in the merger will fluctuate based on the trading price of HBT common stock. HBT common stock trades on the Nasdaq Global Select Market under the symbol “HBT.” Town and Country common stock is quoted on the OTC Pink Market under the symbol “TWCF.”
Based on the closing price of HBT common stock as reported on the Nasdaq Global Select Market of $18.76 as of August 22, 2022, the trading day immediately preceding the public announcement of the merger, the implied value of the stock consideration was $35.66, with an implied aggregate transaction value of approximately $101.4 million. Based on the closing price of HBT common stock as reported on the Nasdaq Global Select Market of $      as of           , 2022, the latest practicable date before the date of this proxy statement/prospectus, the implied value of the stock consideration is $      , with an implied aggregate transaction value of approximately $      million.
Based on the number of shares of HBT common stock to be issued in connection with the merger, holders of shares of Town and Country common stock as of immediately prior to the closing of the merger are expected to hold, in the aggregate, approximately 11% of the issued and outstanding shares of HBT common stock immediately following the effectiveness of the merger.
Adoption of the merger agreement requires the affirmative vote of the holders of at least a majority of the outstanding shares of Town and Country common stock. All of the directors and certain significant stockholders of Town and Country, collectively holding as of the record date for the special meeting an aggregate 1,906,342 shares of Town and Country common stock, representing approximately 67.1% of the outstanding Town and Country common stock as of such date, have signed voting and support agreements with HBT agreeing to vote in favor of the adoption of the merger agreement and approval of the transactions contemplated thereby.
The special meeting of holders of Town and Country common stock will be held on           , 2022, at 9:00 a.m. Central Time at Town and Country Bank, located at 3601 Wabash Avenue, Springfield, Illinois 62711.
Town and Country’s board of directors (the “Town and Country Board”) unanimously recommends that holders of Town and Country common stock vote “FOR” the adoption of the merger agreement and the approval of the transactions contemplated thereby, and “FOR” one or more adjournments of the special meeting, including adjournments to permit the further solicitation of proxies in favor of the foregoing proposals.
We cannot complete the merger without the adoption of the merger agreement by holders of Town and Country common stock. It is important that your shares be represented and voted regardless of the size of your holdings. Whether or not you plan to attend the special meeting of Town and Country stockholders, we urge you to submit in advance of the special meeting a proxy with your voting instructions using one of the methods described on your proxy card.
The accompanying proxy statement/prospectus provides important information regarding the special meeting and a detailed description of the merger agreement, the merger, and certain related transactions and agreements. We encourage you to read the entire accompanying proxy statement/prospectus carefully (including the documents incorporated therein by reference). Please pay particular attention to the section entitled “Risk Factors” on page 23 in the accompanying proxy statement/prospectus for a discussion of the risks relating to the proposed merger and HBT.
We hope to see you at the special meeting and look forward to the successful completion of the merger.
Sincerely,
David E. Kirschner
Executive Chairman
Town and Country Financial Corporation
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities to be issued in the merger or determined if this document is accurate or adequate. Any representation to the contrary is a criminal offense. The securities to be issued in the merger are not savings or deposit accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
The date of the accompanying proxy statement/prospectus is           , 2022, and it is first being mailed or otherwise delivered to Town and Country stockholders on or about           , 2022.

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TOWN AND COUNTRY FINANCIAL CORPORATION
3601 Wabash Avenue
Springfield, Illinois 62711
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON           , 2022
To the Stockholders of Town and Country Financial Corporation:
NOTICE IS HEREBY GIVEN that a special meeting of the holders of common stock, no par value per share (“Town and Country common stock”), of Town and Country Financial Corporation, a Delaware corporation (“Town and Country”), will be held at Town and Country Bank, located at 3601 Wabash Avenue, Springfield, Illinois 62711 on           , 2022, at 9:00 a.m. Central Time (the “special meeting”), for the purpose of considering and voting upon the following matters:
1.
Merger Proposal. Adoption of the Agreement and Plan of Merger, dated as of August 23, 2022 (the “merger agreement”), by and among HBT Financial, Inc. (“HBT”), HB-TC Merger, Inc. (“MergerCo”) and Town and Country, and the approval of the transactions contemplated thereby (the “merger proposal”);
2.
Adjournment Proposal. Approval by the holders of Town and Country common stock of one or more adjournments of the special meeting, if determined necessary and advisable, including adjournments to permit the further solicitation of proxies in favor of the merger proposal (the “adjournment proposal”); and
3.
Such other business as may properly come before the special meeting and any adjournments or postponements thereof.
We have fixed the close of business on           , 2022, as the record date for determining those stockholders entitled to notice of and to vote at the special meeting and any adjournments of the special meeting. Only holders of record of Town and Country common stock at the close of business on the record date are entitled to notice of and to vote on the proposals at the special meeting and any adjournments of the special meeting.
Under Delaware law, Town and Country stockholders who do not vote in favor of the merger proposal will have the right, under certain circumstances, to seek appraisal of the “fair value” of their shares of Town and Country common stock as determined by a Delaware court if the merger is completed, but only if they submit a written demand for such an appraisal prior to the vote on the adoption of the merger proposal and comply with the other Delaware law procedures explained in the accompanying proxy statement/prospectus. Town and Country stockholders who do not vote in favor of the merger proposal and who submit a written demand for such an appraisal prior to the vote on the adoption of the merger proposal and comply with the other Delaware law procedures will not receive the consideration set forth in the agreement, but instead will receive the “fair value” for their shares as determined by a Delaware court.
Your vote is very important. Whether or not you plan to attend the special meeting in person, please submit in advance of the special meeting a proxy with your voting instructions using one of the methods described on your proxy card.
The Town and Country Board has unanimously approved the merger agreement and the merger, has determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of Town and Country and its stockholders and has unanimously recommended that holders of Town and Country common stock vote “FOR” the merger proposal and vote “FOR” the adjournment proposal.
 

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We encourage you to read the entire accompanying proxy statement/prospectus carefully (including any documents incorporated therein by reference). Please pay particular attention to the section entitled “Risk Factors” in the accompanying proxy statement/prospectus for a discussion of the risks relating to the proposed merger.
By order of the Board of Directors,
David E. Kirschner
Executive Chairman
Springfield, Illinois
           , 2022
 

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QUESTIONS AND ANSWERS ABOUT THE MERGER
The following discussion is intended to briefly address some commonly asked questions regarding the merger, the merger agreement and the special meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this document. See “Where You Can Find More Information.”
Q:
What is the proposed transaction?
A:
You are being asked to vote on the adoption of a merger agreement that provides for the merger of HB-TC Merger, Inc. (“MergerCo”), a wholly-owned subsidiary of HBT Financial, Inc. (“HBT”), with and into Town and Country Financial Corporation (“Town and Country”), with Town and Country as the surviving entity, whereby Town and Country will become a wholly-owned subsidiary of HBT (the “merger”). Immediately following the merger, Town and Country will then merge with and into HBT with HBT as the surviving entity and thereby ending the separate corporate existence of Town and Country (the “intermediate merger”). Immediately following the intermediate merger, Town and Country Bank, an Illinois state-chartered bank and a wholly-owned subsidiary of Town and Country (“Town and Country Bank”), will merge with and into Heartland Bank and Trust Company, an Illinois state-chartered bank and a wholly-owned subsidiary of HBT (“Heartland Bank”), with Heartland Bank continuing as the surviving bank (the “bank merger”). At such time, Town and Country Bank’s banking offices will become banking offices of Heartland Bank.
Q:   What will Town and Country stockholders be entitled to receive in the merger?
A:
If the merger is completed, each share of Town and Country common stock outstanding immediately prior to the completion of the merger will be converted into the right to receive, at the option of each Town and Country stockholder, one of the following (“merger consideration”): (i) 1.9010 duly authorized, validly issued, fully paid and non-assessable shares of HBT common stock, par value $0.01 per share (“stock consideration”), (ii) cash in the amount of $35.66 (“cash consideration”), or (iii) a combination of the cash consideration and the stock consideration (“mixed consideration”), in each case subject to adjustment and to the election and proration procedures as provided in the merger agreement. In lieu of fractional shares of HBT common stock, holders of Town and Country common stock will receive cash. The stockholder election will be subject to a proration mechanism based on the elections of other Town and Country stockholders, such that the aggregate cash to be received by Town and Country stockholders will equal as closely as possible $38,000,000 (the “aggregate cash consideration”) and the aggregate number of shares of HBT common stock to be received by Town and Country stockholders will equal as closely as possible 3,378,655 shares of HBT common stock (the “aggregate stock consideration”). Shares of Town and Country common stock held by Town and Country stockholders who validly exercise their dissenters’ rights (“dissenting shares”) will not be converted into merger consideration.
Q:
Is the merger consideration subject to adjustment?
A:
If the parties reasonably determine that an event or events have occurred between the date of the merger agreement and the receipt of all requisite regulatory approvals that have materially adversely affected the value of the contemplated transactions to HBT, the aggregate cash consideration is subject to a downward adjustment, which adjustment shall be no greater than $3,500,000. The aggregate cash consideration is also subject to downward adjustment if the anticipated costs to remediate any environmental conditions with respect to Town and Country’s real property are expected to exceed $200,000 (net of any reduction in HBT’s income tax liability for the taxable year in which such expenditure occurs). Neither the stock consideration nor the aggregate stock consideration is subject to adjustment under the merger agreement as a result of any changes in the trading price of HBT common stock prior to the closing of the merger. See “The Merger Agreement — Merger Consideration.”
 

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Q:
What is the value of the stock consideration?
A:
Based on the closing stock price of HBT common stock on the Nasdaq Global Select Market on August 22, 2022, the trading day immediately prior to the public announcement of the merger, of $18.76, the implied value of the stock consideration was $35.66, with an implied aggregate transaction value of approximately $101.4 million. Based on the closing price of HBT common stock as reported on the Nasdaq Global Select Market of $      as of           , 2022, the latest practicable date before the date of this proxy statement/prospectus, the implied value of the stock consideration is $      , with an implied aggregate transaction value of approximately $      million. After the merger is completed, we expect that current HBT stockholders will own approximately 89.5% of the outstanding shares of common stock of the combined company, and current Town and Country stockholders will own approximately 10.5% of the outstanding shares of common stock of the combined company. We urge you to obtain current market quotations for shares of HBT common stock.
Q:
How and when do I make any merger consideration election?
A:
Subject to proration procedures described below, Town and Country common stockholders will be offered the opportunity to elect to receive their merger consideration in the form of (i) the cash consideration, (ii) the stock consideration or (iii) mixed consideration, in each case subject to adjustment and to the election and proration procedures as provided in the merger agreement. In lieu of fractional shares of HBT common stock, holders of Town and Country common stock will receive cash. Town and Country stockholders who wish to make an election must complete the form of election and letter of transmittal (which we refer to as an “election form”) that will be mailed at least twenty (20) business days prior to the anticipated election deadline, which is expected to be at least two (2) business days prior to the closing date of the merger. Town and Country stockholders will be notified of the expected closing date or such date will be announced publicly no less than five (5) business days prior to the expected closing date. For an election to be valid, a properly executed election form must be received by the exchange agent for the merger, Computershare Trust Company, N.A. (which we refer to as the “exchange agent”) before the election deadline in accordance with the instructions set forth on the election form.
If you do not send in the properly completed election form with such stock certificates, if applicable, by the election deadline, you will be treated as though you had not made an election. Carefully review and follow the instructions accompanying the election form. If you own Town and Country common stock in “street name” through a bank, brokerage firm or other nominee and you wish to make an election, you should follow the instructions provided by your bank, brokerage firm or other nominee when making your election. Participants in the Town and Country Financial Corporation Employee Stock Ownership Plan (the “Town and Country ESOP”) will receive a voting instruction form from Professional Fiduciary Services, LLC, as special trustee and indepdendent fiduciary of the Town and Country ESOP (the “Trustee”) for making an election with respect to shares allocated to their accounts under the Town and Country ESOP.
Q:
Will Town and Country stockholders receive the form of merger consideration they elect?
A:
The form of merger consideration you actually receive may differ from the form of consideration that you elect to receive. This is because the Town and Country stockholder elections will be subject to the elections of other Town and Country stockholders and a proration mechanism, such that the total cash consideration to be received by Town and Country stockholders will equal as closely as possible the aggregate cash consideration, as may be adjusted, and the total stock consideration to be received by Town and Country stockholders will equal as closely as possible the aggregate stock consideration. Holders of Town and Country common stock that do not make an election will be treated as having elected to receive the cash consideration or the stock consideration in accordance with the proration methodology in the merger agreement.
Q:
What do I do if I want to revoke my election?
A:
At any time prior to the election deadline, a stockholder may change his or her election by written notice received by the exchange agent accompanied by a properly completed and signed revised election form.
 

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Q:
What happens if I do not make a valid election?
A:
If you do not return a properly completed election form and all required documents by the election deadline, your shares of Town and Country common stock will be considered “non-election shares” and will be converted into the right to receive the cash consideration or the stock consideration according to the proration methodology specified in the merger agreement.
Q:
Why do Town and Country and HBT want to engage in the merger?
A:
Town and Country believes that the merger will provide Town and Country stockholders with substantial benefits, and HBT believes that the merger will further its strategic growth plans. To review the reasons for the merger in more detail, see “The Merger — Town and Country’s Reasons for the Merger and Recommendation of the Board of Directors” and “The Merger — HBT’s Reasons for the Merger.”
Q:
Are Town and Country stockholders being asked to vote on any matters other than the merger proposal?
A:
In addition to the merger proposal, Town and Country is soliciting proxies from holders of its common stock with respect to a proposal to adjourn the special meeting to permit further solicitation in the event that an insufficient number of votes are cast to approve the merger agreement and the transactions contemplated therein (the “adjournment proposal”). Completion of the merger is not conditioned upon approval of the adjournment proposal.
Q:
What does the Town and Country Board recommend?
A:
The Town and Country Board has determined that the merger agreement and the transactions contemplated therein are in the best interests of Town and Country and its stockholders. The Town and Country Board unanimously recommends that you vote “FOR” the merger proposal and “FOR” the adjournment proposal. To review the reasons for the merger in more detail, see “The Merger — Town and Country’s Reasons for the Merger and Recommendation of the Town and Country Board.”
Q:
What vote is required to approve each proposal at the special meeting, and how will abstentions and broker non-votes affect the vote?
A:
Approval of the merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Town and Country common stock. Abstentions, shares not voted and broker non-votes will have the same effect as a vote against the merger proposal. Approval of the adjournment proposal requires the affirmative vote of a majority of the shares of Town and Country common stock present in person or represented by proxy at the special meeting. Abstentions, shares not voted and broker non-votes will have no effect on the adjournment proposal, although they may prevent Town and Country from obtaining a quorum and require Town and Country to adjourn the special meeting to solicit additional proxies.
Q:
Why is my vote important?
A:
The merger cannot be completed unless the merger agreement is adopted by Town and Country stockholders. If you fail to submit a proxy or vote in person at the special meeting, or vote to abstain, or you do not provide your bank, brokerage firm or other nominee with voting instructions, as applicable, this will have the same effect as a vote against the adoption of the merger agreement. The Town and Country Board unanimously recommends that Town and Country’s stockholders vote “FOR” the merger proposal. Completion of the merger is not conditioned upon approval of the adjournment proposal.
Q:
What do I need to do now? How do I vote?
A:
You may vote at the special meeting if you own shares of Town and Country common stock as of the close of business on the record date for the special meeting. After you have carefully read and considered the information contained in this proxy statement/prospectus, please submit in advance of the special
 

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meeting a proxy with your voting instructions using one of the methods described on your proxy card. This will enable your shares to be represented at the special meeting. You may also vote in person at the special meeting. If you do not vote by proxy and do not vote at the special meeting, this will make it more difficult to achieve a quorum for the meeting.
Q:
If my shares of common stock are held in “street name” by my bank, broker or other fiduciary, will my bank, broker or other fiduciary automatically vote my shares for me?
A:
No. Your bank, broker or other fiduciary cannot vote your shares without instructions from you. If your shares are held in “street name” through a bank, broker or other fiduciary, you must provide the record holder of your shares with instructions on how to vote the shares. Please follow the voting instructions provided by the bank, broker or other fiduciary. You may not vote shares held in street name by returning a proxy card directly to Town and Country, or by voting in person at the special meeting, unless you provide a “legal proxy,” which you must obtain from your broker, bank or other fiduciary. Further, banks, brokers or other fiduciaries that hold shares of Town and Country common stock on behalf of their customers may not give a proxy to Town and Country to vote those shares with respect to any of the proposals without specific instructions from their customers, as brokers, banks and other fiduciaries do not have discretionary voting power on these matters. Failure to instruct your bank, broker or other fiduciary how to vote will have the same effect as a vote against adoption of the merger agreement.
Q:
How do I vote if I own shares through the Town and Country Financial Corporation Employee Stock Ownership Plan?
A:
If you participate in the Town and Country ESOP, and Town and Country common stock has been allocated to your Town and Country ESOP account, pursuant to the terms of the Town and Country ESOP, applicable law, and the Trustee’s voting instructions, you are entitled to instruct the Trustee, confidentially, as to how to vote such allocated shares. You will receive your Town and Country ESOP account voting instruction form in a mailing separate from this proxy statement/prospectus. After all timely completed voting instruction forms are delivered to the Trustee, the Trustee will tabulate the results. Once the Trustee has tallied the votes, it will, pursuant to the terms of the Town and Country ESOP and applicable law, then use the voting instructions to vote the shares of Town and Country common stock held by the Town and Country ESOP.
Your shares will be voted in accordance with the terms of the Town and Country ESOP, applicable law, and your duly executed voting instruction form, provided that the Trustee receives your voting instruction form by the time and date specified therein, which may be earlier than the date of the special meeting. If your voting instruction form is not timely received, your voting instruction form is not properly completed, or you vote to “ABSTAIN” from voting, the shares allocated to your account in the Town and Country ESOP will be voted by the Trustee, subject to their fiduciary duties, in the same proportion that they vote shares in the Town and Country ESOP for which the Trustee did receive timely instructions voting “FOR” or “AGAINST.” The Trustee, subject to the terms of the Town and Country ESOP and its fiduciary duties under applicable law, will also vote any unallocated shares in the Town and Country ESOP. You may also revoke previously given voting instructions pursuant to the instructions set forth in the voting instruction form.
Q:
How will my shares be voted?
A:
If you submit in advance of the special meeting a proxy with your voting instructions using one of the methods described on your proxy card, your shares will be voted in accordance with your instructions. If you submit a proxy but you do not indicate how you want to vote, your proxy will be voted “FOR” the merger proposal and “FOR” the adjournment proposal.
 

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Q:
Can I revoke my proxy and change my vote?
A:
You may change your vote or revoke your proxy prior to the special meeting by filing with the corporate secretary of Town and Country, a duly executed revocation of proxy or submitting a new proxy with a later date. You may also revoke a prior proxy by voting in person at the applicable special meeting.
Q:
Are there risks I should consider in deciding to vote on the merger proposal?
A:
Yes, in evaluating the merger agreement and the transactions contemplated therein, you should read this proxy statement/prospectus carefully, including the factors discussed in the section titled “Risk Factors” beginning on page 23.
Q:
What if I oppose the merger? Do I have dissenters’ rights?
A:
Town and Country stockholders who do not vote in favor of the merger proposal and otherwise comply with all of the procedures of Section 262 of the Delaware General Corporation Law (the “DGCL”), will be entitled to receive payment in cash of the fair value of their shares of Town and Country common stock as ultimately determined under the statutory process. A copy of the applicable section of the DGCL is attached as Appendix C to this document. This “fair value” could be the same as or more than the merger consideration but could also be less.
Q:
What are the material U.S. federal income tax consequences of the merger to me?
A:
The merger and the intermediate merger (together, the “integrated merger”) are intended to constitute a single integrated transaction that will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and it is a condition to HBT’s and Town and Country’s obligations to complete the merger that each of them receives a legal opinion from its tax counsel to that effect. However, neither Town and Country nor HBT will request or receive a ruling from the Internal Revenue Service that the integrated merger will qualify as a reorganization.
Provided the integrated merger qualifies as a reorganization for U.S. federal income tax purposes, the U.S. federal income tax consequences to U.S. holders (as defined under “The Merger — Material U.S. Federal Income Tax Consequences of the Integrated Merger”) of Town and Country common stock generally will be as follows:

if a U.S. holder of Town and Country common stock receives solely shares of HBT common stock in exchange for such holder’s shares of Town and Country common stock, such holder generally will not recognize any gain or loss, except with respect to cash received in lieu of a fractional share of HBT common stock;

if a U.S. holder of Town and Country common stock receives solely cash in exchange for such holder’s shares of Town and Country common stock, such holder generally will recognize gain or loss equal to the difference between the amount of cash received and the holder’s adjusted basis in its shares of Town and Country common stock; and

if a U.S. holder of Town and Country common stock receives a combination of HBT common stock and cash (other than cash received in lieu of a fractional share of HBT common stock on which such U.S. holder will generally recognize gain or loss) in exchange for such holder’s shares of Town and Country common stock, such holder generally will recognize gain (but not loss) in an amount equal to the lesser of (1) the amount by which the sum of the cash and the fair market value of the HBT common stock received exceeds the holder’s adjusted basis in its shares of Town and Country common stock surrendered, and (2) the amount of cash received (in each case excluding any cash received in lieu of a fractional share of HBT common stock).
The U.S. federal income tax consequences of the integrated merger to each Town and Country stockholder will depend on such Town and Country stockholder’s own situation and many variables not within our control. You should consult with your tax advisor for the specific tax consequences of the integrated merger to you. See “The Merger — Material U.S. Federal Income Tax Consequences of the Integrated Merger.”
 

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Q:
When and where is the special meeting?
A:
The special meeting will take place on           , 2022, at           local time, at Town and Country Bank, located at 3601 Wabash Avenue, Springfield, Illinois 62711.
Q:
Who may attend the special meeting?
A:
Only Town and Country stockholders as of the record date may attend the special meeting. If you are a stockholder of record, you will need to present the proxy card that you received or another proof of identification in order to be admitted into the meeting. If you held shares of Town and Country common stock in “street name” as of the record date, you may attend the special meeting only if you provide a “legal proxy,” which you must obtain from your broker, bank or other fiduciary.
Q:
Should I send in my Town and Country stock certificates with my proxy card
A:
No, you should not send your stock certificates with your proxy card. You will be required to send in your stock certificates when you complete the election form that will be mailed prior to the estimated closing date of the merger. After you receive the election form, you should complete the election form (which also will serve as a letter of transmittal) and, if you hold Town and Country stock certificates, return them with your completed form to the exchange agent in the envelope provided with the election form.
Q:
Whom may I contact if I cannot locate my Town and Country stock certificate(s)?
A:
If you are unable to locate your original Town and Country stock certificate(s), you should follow the instructions regarding lost or stolen stock certificates set forth in the letter of transmittal that will be mailed to you following the closing of the merger. If you would like to obtain a replacement certificate prior to the closing of the merger, please contact: Town and Country Financial Corporation, Denise Skiles, Executive Vice President and Chief Financial Officer of Town and Country Financial Corporation, 3601 Wabash Avenue, Springfield, Illinois 62711, at (866) 770-3100 or dskiles@townandcountry.com.
Q:
What should I do if I hold my shares of Town and Country common stock in book-entry form?
A:
If you hold shares of Town and Country common stock in book-entry form, you should follow the instructions set forth in the letter of transmittal with respect to those shares.
Q:
What should I do if I receive more than one set of voting materials?
A:
Town and Country stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of Town and Country common stock in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of Town and Country common stock and your shares are registered in more than one name, you will receive more than one proxy card. Please submit a proxy with your voting instructions for each proxy card and voting instruction card that you receive, or otherwise follow the voting instructions set forth in this proxy statement/prospectus to ensure that you vote every share of Town and Country common stock that you own.
Q:
When is the merger expected to be completed?
A:
The merger agreement must be adopted by stockholders of Town and Country, and we must obtain the necessary regulatory approvals, before we can complete the merger. Assuming Town and Country stockholders vote to adopt the merger agreement and we obtain the other necessary approvals and satisfaction or waiver of the other conditions to the closing described in the merger agreement, we expect to complete the merger in the first quarter of 2023. See “The Merger Agreement — Conditions to Completion of the Merger.”
 

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Q:
Is completion of the merger subject to any conditions besides stockholder approval?
A:
Yes. The transaction must receive the required regulatory approvals, and there are other customary closing conditions that must be satisfied or waived. See “The Merger Agreement — Conditions to Completion of the Merger.”
Q:
What happens if the merger is not completed?
A:
HBT and Town and Country expect to complete the merger in the first quarter of 2023. However, neither HBT nor Town and Country can assure you of when or if the merger will be completed. Town and Country must first obtain the approval of Town and Country stockholders for the merger, and the parties must obtain necessary regulatory approvals and satisfy certain other customary closing conditions. If the merger is not completed, Town and Country stockholders will not receive any consideration for their shares and will continue to be Town and Country stockholders, and each of HBT and Town and Country will remain independent companies. Under certain circumstances, Town and Country may be required to pay HBT a fee with respect to the termination of the merger agreement, as described under “The Merger Agreement — Termination of the Merger Agreement.”
Q:
Who can answer my other questions?
A:
If you have more questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact: Town and Country Financial Corporation, Micah R. Bartlett, President and Chief Executive Officer of Town and Country Financial Corporation, 3601 Wabash Avenue, Springfield, Illinois 62711, at (866) 770-3100 or mbartlett@townandcountry.com.
 

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ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates by reference important business and financial information about HBT Financial, Inc. (“HBT”) from documents filed with the Securities and Exchange Commission (“SEC”) that are not included in or delivered with this proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by HBT at no cost from the SEC’s website maintained at http:// www.sec.gov. You may also request copies of these documents, including documents incorporated by reference into this proxy statement/prospectus, at no cost by contacting HBT in writing at the address or by telephone as specified below:
HBT Financial, Inc.
Attention: Corporate Secretary
401 North Hershey Road
Bloomington, Illinois 61704
(888) 897-2276
You will not be charged for any of the documents that you request. In order for you to receive timely delivery of the documents before the Town and Country Financial Corporation (“Town and Country”) special meeting, you must request them no later than           , 2022, five (5) business days prior to the date of the special meeting.
See the section entitled “Where You Can Find More Information.”
ABOUT THIS PROXY STATEMENT/PROSPECTUS
This proxy statement/prospectus, which forms part of a registration statement on Form S-4, filed with the SEC, constitutes a prospectus of HBT under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of HBT common stock to be issued to stockholders of Town and Country as consideration in the merger of Town and Country with HBT, as more fully described herein. In addition, it constitutes a proxy statement with respect to the special meeting of Town and Country stockholders.
You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. You should assume that the information in this proxy statement/ prospectus is accurate only as of its date. You should assume that the information incorporated by reference into this proxy statement/prospectus is accurate only as of the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to Town and Country stockholders nor the issuance by HBT of shares of HBT common stock in connection with the merger will create any implication to the contrary.
This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.
 

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SUMMARY
This summary highlights selected information from this proxy statement/prospectus and may not contain all the information that is important to you. We urge you to carefully read this entire document and the documents referenced herein for a more complete understanding of the merger between HBT and Town and Country. In addition, we incorporate by reference into this document important business and financial information about HBT. You may obtain the information incorporated by reference into this document without charge by following the instructions in the section entitled “Where You Can Find More Information.” Each item in this summary includes a page reference directing you to a more complete description of that item.
Unless the context otherwise requires, references in this proxy statement/prospectus to “HBT” refer to HBT Financial, Inc., a Delaware corporation; references to “Heartland Bank” refer to Heartland Bank and Trust Company, an Illinois state-chartered bank and a wholly-owned subsidiary of HBT; references to “MergerCo” refer to HB-TC Merger, Inc., a wholly-owned subsidiary of HBT; references to “Town and Country” refer to Town and Country Financial Corporation, a Delaware corporation; references to “Town and Country Bank” refer to Town and Country Bank, an Illinois state-chartered bank and a wholly-owned subsidiary of Town and Country; and references to “we,” “our” or “us” refer to HBT and Town and Country.
Proposed merger of HBT and Town and Country (Page 32)
Pursuant to and subject to the conditions set forth in the merger agreement entered into among Town and Country, HBT and MergerCo, MergerCo will merge with and into Town and Country, with Town and Country as the surviving entity, and as a result, Town and Country will become a wholly-owned subsidiary of HBT (the “merger”). Immediately following the merger, Town and Country will then merge with and into HBT, as a result of which the separate existence of Town and Country will terminate (the “intermediate merger”). Immediately following the intermediate merger, Town and Country Bank will merge with and into HBT’s wholly owned subsidiary, Heartland Bank, with Heartland Bank continuing as the surviving bank (the “bank merger”). Following the bank merger, Heartland Bank will continue its corporate existence as a commercial bank organized under the laws of the State of Illinois.
Subject to the satisfaction of the conditions precedent to the merger, we expect to complete the merger and the bank merger in the first quarter of 2023, although delays may occur.
Special meeting of Town and Country stockholders (Page 28)
Town and Country plans to hold its special meeting of stockholders on           , 2022, at 9:00 a.m. Central Time (the “special meeting”). At the special meeting, holders of common stock, no par value per share, of Town and Country (“Town and Country common stock”) will be asked to adopt the merger agreement and approve the transactions contemplated thereby, including the merger (the “merger proposal”).
You can vote at the special meeting to approve the merger proposal if you owned Town and Country common stock at the close of business on           , 2022 (the “record date”). As of that date, there were 2,842,789 shares of Town and Country common stock outstanding and entitled to vote, including 15,000 shares of unvested restricted stock granted by Town and Country pursuant to a stock bonus plan (the “Town and Country Stock Plan”). A holder of Town and Country common stock can cast one vote for each share of Town and Country common stock owned on the record date.
The Town and Country Board of directors unanimously recommends that holders of Town and Country common stock vote “FOR” the merger proposal (Page 37)
Town and Country’s Board (i) has unanimously determined that the Agreement and Plan of Merger, dated as of August 23, 2022 (the “merger agreement”), among Town and Country, HBT and MergerCo, and the transactions contemplated thereby are advisable, fair to and in the best interests of Town and Country and its stockholders, (ii) has unanimously approved the merger agreement and the transactions contemplated thereby, and (iii) unanimously recommends that holders of Town and Country common stock vote “FOR” the merger proposal.
 
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All of the directors of Town and Country and certain significant stockholders, collectively holding as of the record date an aggregate of 1,906,342 shares of Town and Country common stock, representing approximately 67.1% of the outstanding Town and Country common stock as of such date, have signed voting and support agreements with HBT agreeing to vote in favor of the adoption of the merger agreement and approval of the transactions contemplated thereby.
Town and Country stockholders will receive, at their election, either cash, shares of HBT common stock, or both in the merger (Page 60)
Upon completion of the merger, each share of Town and Country common stock outstanding immediately prior to the completion of the merger will be converted into the right to receive, at the option of the Town and Country stockholder, one of the following (“merger consideration”): (i) 1.9010 duly authorized, validly issued, fully paid and non-assessable shares of HBT common stock, par value $0.01 per share (“stock consideration”), (ii) cash in the amount of $35.66 (“cash consideration”), or (iii) a combination of cash and HBT common stock (“mixed consideration”), in each case subject to adjustment and to the election and proration procedures as provided in the merger agreement. In lieu of fractional shares of HBT common stock, holders of Town and Country common stock will receive cash. The stockholder election will be subject to a proration mechanism based on the elections of other Town and Country stockholders, such that the aggregate cash to be received by Town and Country stockholders will equal as closely as possible $38,000,000 (the “aggregate cash consideration”) and the aggregate number of shares of HBT common stock to be received by Town and Country stockholders will equal as closely as possible 3,378,655 shares of HBT common stock (the “aggregate stock consideration”).
If the parties reasonably determine that an event or events have occurred between the date of the merger agreement and the receipt of all requisite regulatory approvals that have materially adversely affected the value of the contemplated transactions to HBT, the aggregate cash consideration is subject to a downward adjustment, which adjustment shall be no greater than $3,500,000. The aggregate cash consideration is also subject to downward adjustment if the anticipated costs to remediate any environmental conditions with respect to Town and Country’s real property are expected to exceed $200,000 (net of any reduction in HBT’s income tax liability for the taxable year in which such expenditure occurs), as more fully described in “The Merger Agreement — Merger Consideration.”
In lieu of any fractional shares of HBT common stock that would otherwise be issued as part of the stock consideration, Town and Country stockholders will receive cash for any such fractional shares based on the per share volume weighted average price of the daily closing sales prices of a share of HBT common stock as reported on the Nasdaq Global Select Market for the ten (10) consecutive trading days immediately preceding the closing date of the merger.
Based on the closing price of HBT common stock as reported on the Nasdaq Global Select Market of $18.76 as of August 22, 2022, the trading day immediately preceding the public announcement of the merger, the implied value of the stock consideration was $35.66, with an aggregate implied transaction value of approximately $101.4 million. Based on the closing price of HBT common stock as reported on the Nasdaq Global Select Market of $      as of           , 2022, the latest practicable date before the date of this proxy statement/prospectus, the implied value of the stock consideration is $      , with an implied aggregate transaction value of approximately $      million.
All Town and Country restricted stock awards that are unvested and outstanding will, immediately prior to the merger, automatically vest as of such time, and the holders thereof will be entitled to receive the same merger consideration for the shares of Town and Country common stock subject to such awards as all other holders of Town and Country common stock, although such merger consideration may be subject to withholding taxes.
Election and proration procedures for Town and Country stockholders (Page 61)
An election form will be mailed to Town and Country stockholders at least twenty (20) business days prior to the anticipated election deadline, which will be at least two (2) business days prior to the closing date of the merger. Each election form will permit the holder of record of Town and Country common stock to elect to receive for each share of Town and Country stock: (i) the stock consideration, (ii) the cash
 
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consideration or (iii) mixed consideration, in each case subject to adjustment and to the election and proration procedures as described in the merger agreement. In lieu of fractional shares of HBT common stock, holders of Town and Country common stock will receive cash.
You will make your election by properly completing, signing and returning the election form (which will also serve as a letter of transmittal) by the election deadline. In addition, if you hold stock certificates representing Town and Country common stock, you must return your stock certificates (or guaranty of delivery of such certificates) to the exchange agent with your election form. Carefully review and follow the instructions that will accompany the election form. If you own Town and Country common stock in “street name” through a bank, brokerage firm or other nominee and you wish to make an election, you should follow the instructions provided by your bank, brokerage firm or other nominee when making your election. For an election to be valid, a properly executed election form must be received by the exchange agent for the merger before the election deadline, which will be at least two (2) business days prior to the closing date of the merger. Town and Country stockholders will be notified of the expected closing date or such date will be announced publicly no less than five (5) business days prior to the expected closing date. If you do not send in the properly completed election form with your stock certificates, if applicable, by the election deadline, you will be treated as though you had not made an election.
The form of merger consideration you actually receive may differ from the form of consideration that you elect to receive. This is because the Town and Country stockholder elections will be subject to a proration mechanism based on the elections of other Town and Country stockholders, such that the total cash consideration to be received by Town and Country stockholders will equal as closely as possible the aggregate cash consideration and the total stock consideration to be received by Town and Country stockholders will equal as closely as possible the aggregate stock consideration. Holders of Town and Country common stock that do not make an election will be treated as having elected to receive the cash consideration or the stock consideration in accordance with the proration methodology described in the merger agreement.
Material U.S. federal income tax consequences of the integrated merger (Page 53)
The merger and the intermediate merger (together, the “integrated merger”) are intended to constitute a single integrated transaction that will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and it is a condition to HBT’s and Town and Country’s obligations to complete the merger that each of them receives a legal opinion from its tax counsel to that effect. However, neither Town and Country nor HBT will request or receive a ruling from the Internal Revenue Service that the integrated merger will qualify as a reorganization.
Provided the integrated merger qualifies as a reorganization for U.S. federal income tax purposes, the U.S. federal income tax consequences to U.S. holders (as defined under “The Merger  —  Material U.S. Federal Income Tax Consequences of the Integrated Merger”) of Town and Country common stock generally will be as follows:

if a U.S. holder of Town and Country common stock receives solely shares of HBT common stock in exchange for such holder’s shares of Town and Country common stock, such holder generally will not recognize any gain or loss, except with respect to cash received in lieu of a fractional share of HBT common stock;

if a U.S. holder of Town and Country common stock receives solely cash in exchange for such holder’s shares of Town and Country common stock, such holder generally will recognize gain or loss equal to the difference between the amount of cash received and the holder’s adjusted basis in its shares of Town and Country common stock; and

if a U.S. holder of Town and Country common stock receives a combination of HBT common stock and cash (other than cash received in lieu of a fractional share of HBT common stock on which such U.S. holder will generally recognize gain or loss) in exchange for such holder’s shares of Town and Country common stock, such holder generally will recognize gain (but not loss) in an amount equal to the lesser of (1) the amount by which the sum of the cash and the fair market value of the HBT common stock received exceeds the holder’s adjusted basis in its shares of Town and Country common stock surrendered, and (2) the amount of cash received (in each case excluding any cash received in lieu of a fractional share of HBT common stock).
 
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For a complete description of the material U.S. federal income tax consequences of the transaction, see “The Merger — Material U.S. Federal Income Tax Consequences of the Integrated Merger.” You should consult your own tax advisor for a full understanding of the tax consequences to you of the integrated merger.
Limitation on Town and Country dividends; HBT’s dividend policy (Page 72)
Pursuant to the terms of the merger agreement, Town and Country is generally prohibited from paying cash dividends to holders of its common stock prior to completion of the merger, other than quarterly dividends not exceeding $0.14 per share made in the ordinary course of business. On June 15, 2022, Town and Country paid a dividend to stockholders of $0.14 per share. On September 15, 2022, Town and Country paid a dividend to stockholders of $0.14 per share.
HBT expects to continue its policy of paying quarterly cash dividends, although all future dividends are subject to the discretion of HBT’s board. During the first three (3) quarters of 2022, HBT paid quarterly cash dividends to stockholders of $0.16 per share. During each quarter of 2021, HBT paid quarterly cash dividends to stockholders of $0.15 per share.
The merger will be accounted for as a business combination (Page 57)
The merger will be treated as a business combination under generally accepted accounting principles (“GAAP”).
HBT’s reasons for the merger (Page 35)
For a discussion of the factors considered by HBT’s board of directors in reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the merger, see “The Merger — HBT’s Reasons for the Merger.”
Town and Country’s reasons for the merger (Page 37)
For a discussion of the factors considered by Town and Country’s Board in reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the merger, see “The Merger — Town and Country’s Reasons for the Merger and Recommendation of the Town and Country Board.”
Opinion of Town and Country’s financial advisor (Page 39)
In connection with the merger, Town and Country’s financial advisor, Keefe, Bruyette & Woods, Inc. (“KBW”), delivered a written opinion, dated August 22, 2022, to the Town and Country Board as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of Town and Country common stock of the merger consideration in the merger. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Appendix B to this proxy statement/prospectus. The opinion was for the information of, and was directed to, the Town and Country Board (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of Town and Country to engage in the merger or enter into the merger agreement or constitute a recommendation to the Town and Country Board in connection with the merger, and it does not constitute a recommendation to any holder of Town and Country common stock or any stockholder of any other entity as to how to vote or act in connection with the merger or any other matter (including what election any holder of Town and Country common stock should make with respect to stock consideration, cash consideration or mixed consideration).
Certain directors and executive officers may have interests in the merger that differ from your interests (Pages 57 to 59)
Certain directors and executive officers of Town and Country may have interests in the merger other than their interests as stockholders, including:
 
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All Town and Country restricted stock awards that remain unvested and outstanding will become fully earned and vested immediately prior to the consummation of the merger and will be converted to the merger consideration as discussed in the below section titled “The Merger Agreement — Merger Consideration,” subject to any required withholding tax. As of the date of the merger agreement, 15,000 shares of unvested restricted stock award were outstanding, all of which were held by David Kirschner (Town and Country’s Executive Chairman), Micah Bartlett (Town and Country’s President and Chief Executive Officer), Shelly Dowell (Town and Country’s Chief Marketing and Culture Officer), and Wendy Kernan (Town and Country’s Chief Technology and Operations Officer).

Town and Country is party to an employment agreement with Mr. Kirschner pursuant to which Mr. Kirschner is entitled to receive a payment in the event that he voluntarily terminates his employment with Town and Country due to “constructive discharge” or is terminated by Town and Country for reasons other than “cause” within one (1) year following a “change of control” ​(as each term is defined in Mr. Kirschner’s employment agreement) in an amount equal to three (3) times the sum of his current base salary, bonuses paid to him in the most recently completed fiscal year and all contributions made or credited to Mr. Kirschner by Town and Country under its deferred compensation and employment retirement plans. Mr. Kirschner will also be entitled to payments of medical insurance premiums for up to thirty-six (36) months. Upon consummation of the merger, Mr. Kirschner’s employment is expected to be terminated and, in accordance with the terms of Mr. Kirschner’s employment agreement, the consummation of the merger with HBT will constitute a change of control.

Town and Country is party to a change of control agreement with Mr. Bartlett pursuant to which Mr. Bartlett is entitled to receive a payment in the event that he voluntarily terminates his employment with Town and Country or his employment is terminated by Town and Country within one (1) year following a “change of control” ​(as defined in such change of control agreement) in an amount equal to three (3) times his annual compensation, subject to certain limitations. Mr. Bartlett will also be entitled to payments of medical insurance premiums for up to thirty-six (36) months. Upon consummation of the merger, Mr. Bartlett’s employment is expected to be terminated and, in accordance with the terms of Mr. Bartlett’s change in control agreement, the consummation of the merger will constitute a change of control.

Pursuant to the terms of the merger agreement, the current directors and officers of Town and Country will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the merger.

In connection with the merger agreement, the directors of Town and Country and certain of Town and Country’s executive officers entered into voting and support agreements with HBT, which, among other things, limit their ability to transfer shares of HBT common stock that they receive in connection with the merger.

In connection with the merger agreement, certain of the directors and executive officers of Town and Country entered into restrictive covenant agreements with HBT, which, among other things, contain certain non-competition and non-solicitation obligations of such directors and executive officers.
Town and Country’s Board was aware of these additional interests and considered them when they adopted the merger agreement and approved the merger. These additional interests of directors and officers are discussed further below in “The Merger — Interests of Certain Persons in the Merger.”
Holders of Town and Country common stock have dissenters’ rights of appraisal (Page 73)
If you are a holder of Town and Country common stock, you may elect to dissent from the merger and exercise appraisal rights by following the procedures set forth in Section 262 of the Delaware General Corporation Law (the “DGCL”). For more information regarding your right to dissent from the merger and exercise appraisal rights, please see “The Merger Agreement — Dissenters’ Rights of Appraisal of Holders of Town and Country Common Stock” on page 73. We have also attached a copy of the relevant provisions of Section 262 of the DGCL as Appendix C to this proxy statement/prospectus.
 
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We have agreed when and how Town and Country can consider third-party acquisition proposals (Page 65)
We have agreed that Town and Country will not, and will cause its subsidiaries and its subsidiaries’ representatives, agents, advisors and affiliates not to, solicit or encourage proposals from other parties regarding acquiring Town and Country. In addition, we have agreed that Town and Country will not engage in negotiations with or provide confidential information to a third party regarding acquiring Town and Country. However, if Town and Country receives an unsolicited acquisition proposal from a third party, Town and Country can participate in negotiations with and provide confidential information to the third party if, among other steps, Town and Country’s Board concludes in good faith that the proposal is superior to HBT’s merger proposal.
Approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Town and Country common stock, and certain Town and Country stockholders holding approximately 67.1% of the outstanding Town and Country common stock have agreed to vote their shares “FOR” the merger proposal (Page 29 and Exhibit A-2 to Appendix A)
In order to adopt the merger agreement, the holders of a majority of the outstanding shares of Town and Country common stock as of the record date must vote in favor of that matter.
As an inducement to and condition of HBT’s willingness to enter into the merger agreement, all of the directors and certain significant stockholders of Town and Country, collectively holding an aggregate 1,906,342 shares of Town and Country common stock representing approximately 67.1% of the outstanding Town and Country common stock, in each case as of the record date, entered into voting and support agreements, pursuant to which, among other things, they agreed to vote all of their shares of Town and Country common stock in favor of approval and adoption of the merger agreement and the transactions contemplated thereby and the other matters required to be approved or adopted to effect the merger and any other transactions contemplated by the merger agreement. Accordingly, we expect that at least 67.1% of the outstanding shares of Town and Country common stock as of the record date will be voted in favor of the merger proposal.
Under the terms of the Town and Country stock plan and award agreements thereunder, recipients of restricted stock awards are entitled to vote on behalf of the underlying shares of Town and Country common stock, even while subject to vesting requirements.
For a list of the number of shares of Town and Country common stock held by (i) each director and executive officer of Town and Country, (ii) all directors and executive officers of Town and Country as a group, and (iii) significant stockholders of Town and Country, see “Security Ownership of Certain Town and Country Beneficial Owners and Management.”
We must meet the conditions set forth in the merger agreement in order to complete the merger (Page 69)
Our obligations to complete the merger depend on a number of conditions being met. These include:

the continued accuracy of various representations and warranties and the performance or compliance in all material respects of various covenants and obligations made by each party in the merger agreement;

the adoption of the merger agreement by holders of a majority of the outstanding shares of Town and Country common stock;

the receipt of required approvals of federal regulatory authorities;

the effectiveness of the registration statement on Form S-4, of which this proxy statement/prospectus forms a part, for the registration of the shares of HBT common stock to be issued in the merger, and the absence of any stop orders with respect to such registration statement;

the absence of any government action or other legal restraint or prohibition that would delay, prevent or prohibit the merger, the bank merger or any transaction contemplated by the merger agreement or make it illegal;
 
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no action, suit, claim or proceeding will be pending against or affecting Town and Country or HBT that is seeking to prohibit or make illegal the consummation of the merger;

there shall have been no change in the financial condition, assets or business of the other party or any of its subsidiaries that has had or would reasonably be expected to have a material adverse effect (as defined in the merger agreement) on such other party or any of its subsidiaries;

with respect to HBT’s obligation to complete the merger (but not Town and Country’s), the continued effectiveness of the voting and support agreements;

with respect to HBT’s obligation to complete the merger (but not Town and Country’s), Town and Country must have taken all actions necessary to wind-up and dissolve certain of Town and Country’s subsidiaries other than Town and Country Bank;

with respect to HBT’s obligation to complete the merger (but not Town and Country’s), the number of dissenting shares of Town and Country common stock must not exceed five percent (5%) of the outstanding shares of Town and Country common stock;

with respect to HBT’s obligation to complete the merger, HBT shall have received a written opinion of Vedder Price P.C., tax counsel to HBT, substantially to the effect that: (a) the integrated merger will constitute a reorganization within the meaning of Section 368(a) of the Code; (b) Town and Country and HBT will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (c) no gain or loss will be recognized by holders of Town and Country common stock upon the receipt of shares of HBT common stock in exchange for their shares of Town and Country common stock, except (i) gain (but not loss) will be recognized with respect to the cash portion of the per share merger consideration received by a holder of Town and Country common stock who receives both HBT common stock and cash in exchange for its shares of Town and Country common stock, and (ii) gain or loss will be recognized with respect to any cash received in lieu of fractional shares of HBT common stock, and (d) gain or loss will be recognized by holders of Town and Country common stock who receive solely cash in exchange for their shares of Town and Country common stock;

with respect to Town and Country’s obligation to complete the merger (but not HBT’s), the filing with the Nasdaq Global Select Market of a notification form for the listing of HBT shares to be issued in the merger and the absence of any objection by Nasdaq to the listing of such shares;

with respect to Town and Country’s obligation to complete the merger, Town and Country shall have received a written opinion of Barack Ferrazzano Kirschbaum & Nagelberg LLP (“Barack Ferrazzano”), tax counsel to Town and Country, substantially to the effect that: (a) the integrated merger will constitute a reorganization within the meaning of Section 368(a) of the Code; (b) Town and Country and HBT will each be a party to such reorganization within the meaning of Section 368(b) of the Code; (c) no gain or loss will be recognized by holders of Town and Country common stock upon the receipt of shares of HBT common stock in exchange for their shares of Town and Country common stock, except (i) gain (but not loss) will be recognized with respect to the cash portion of the per share merger consideration received by a holder of Town and Country common stock who receives both HBT common stock and cash in exchange for its shares of Town and Country common stock, and (ii) gain or loss will be recognized with respect to any cash received in lieu of fractional shares of HBT common stock, and (d) gain or loss will be recognized by holders of Town and Country common stock who receive solely cash in exchange for their shares of Town and Country common stock; and

with regard to Town and Country’s obligation to complete the merger, Town and Country shall have delivered to HBT a properly executed statement from Town and Country that meets the requirements of Treasury Regulations Sections 1.1445-2(c)(3) and 1.897-2(h)(1).
Where the law permits, either of HBT or Town and Country could choose to waive a condition to its obligation to complete the merger even when that condition has not been satisfied. We cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.
 
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Regulatory approvals must be obtained in order to complete the merger (Page 71)
The merger and the related transactions require approval from the Board of Governors of the Federal Reserve System (the “Federal Reserve”). HBT submitted a request on October 3, 2022 with the Federal Reserve to obtain a waiver from the prior approval requirements of the Federal Reserve.
The bank merger must also be approved by the Illinois Department of Financial and Professional Regulation (the “IDFPR”) and the Federal Deposit Insurance Corporation (the “FDIC”). On October 3, 2022, Heartland Bank filed with the IDFPR and FDIC the required regulatory applications requesting approval to consummate the bank merger.
The merger agreement may be terminated by either party under certain circumstances (Page 70)
We can mutually agree at any time to terminate the merger agreement without completing the merger, even if Town and Country stockholders have voted to approve the merger agreement and the merger.
In addition, either of us can decide, without the consent of the other, to terminate the merger agreement in certain circumstances, including:

if there is a breach of or failure to perform under the merger agreement by a party that, individually or together with other breaches or failures to perform by such party, if occurring and continuing on the date on which the closing of the merger would otherwise occur, would result in the failure of any of the conditions precedent to the transactions contemplated by the merger agreement and the breaching party has not cured or cannot cure the breach or failure to perform on or before two (2) business days prior to the merger agreement termination date and thirty (30) days (or in the case of certain of Town and Country’s obligations five (5) days) after delivery of written notice to such breaching party;

if there is a final and non-appealable denial of a required regulatory approval, or an application for a required regulatory approval has been permanently withdrawn upon the request or recommendation of the applicable governmental authority;

if holders of a majority of the outstanding shares of Town and Country common stock fail to approve the merger proposal at the special meeting;

if a court or regulatory authority has issued a final, non-appealable judgement, injunction or other action enjoining or prohibiting the merger, the bank merger or any other transaction contemplated by the merger agreement; or

if the merger is not completed on or before March 31, 2023 or, in the event all necessary regulatory approvals have not been obtained by January 31, 2023, if the merger is not completed on or before June 30, 2023.
In addition, HBT may terminate the merger agreement:

if Town and Country or the Town and Country Board withholds, withdraws, qualifies or adversely modifies (or publicly proposes or resolves to withhold, withdraw, qualify or adversely modify) the recommendation of Town and Country’s Board that Town and Country’s stockholders vote in favor of the adoption and approval of the merger agreement and the merger (a “Town and Country Adverse Recommendation”); or

if the environmental remediation costs exceed or are reasonably expected to exceed $1,000,000 (net of any reduction in HBT’s income tax liability for the taxable year in which such expenditure occurs).
In addition, Town and Country may terminate the merger agreement:

if Town and Country receives an unsolicited proposal to acquire Town and Country that the Town and Country Board concludes constitutes or would reasonably be likely to result in a Superior Proposal (as defined in the merger agreement), subject to applicable notice and negotiation periods with HBT;

if the environmental remediation costs exceed or are reasonably expected to exceed $1,000,000 (net of any reduction in HBT’s income tax liability for the taxable year in which such expenditure occurs)
 
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and HBT elects, pursuant to the merger agreement, to reduce the aggregate per share merger consideration by an amount equal to or greater than $2,500,000.
With respect to certain events and circumstances above, the right to terminate the merger agreement will not be available to a party whose failure to fulfill its obligations under the merger agreement caused or resulted in the occurrence of the event or circumstance giving rise to such party’s termination right.
Whether or not the merger is completed, we will each pay our own fees and expenses, except that HBT will pay the costs and expenses incurred in connection with filing, printing and distributing this proxy statement/prospectus and all filing and other fees payable to the Securities and Exchange Commission (“SEC”), including fees paid for filing the registration statement of which this proxy statement/prospectus forms a part, except for fees paid to counsel and accountants.
If the merger agreement is terminated by HBT due to a Town and Country Adverse Recommendation or the Town and Country’s Board’s acceptance of a Superior Proposal (as defined in the merger agreement), then Town and Country will be obligated under the merger agreement to pay HBT a termination fee of $3.8 million within two (2) business days after such termination.
If an acquisition proposal with respect to Town and Country that seeks to acquire more than fifty percent (50%) of the voting power, business or assets of Town and Country becomes known to senior management of Town and Country or has been made directly to Town and Country stockholders, or any such acquisition proposal has been publicly announced (and not withdrawn), and (i) thereafter the merger agreement is terminated by HBT due to Town and Country’s material breach of the merger agreement and (ii) within twelve (12) months after such termination Town and Country enters into a definitive written agreement with any person other than HBT with respect to such acquisition proposal, then Town and Country will be obligated to pay to HBT, within ten (10) business days after the execution of such definitive agreement, a termination fee of $3.8 million (less the amount of funds, if any, previously paid by Town and Country to HBT under the termination provisions of the merger agreement).
We may amend or waive merger agreement provisions (Page 71)
At any time before completion of the merger, the parties may amend the merger agreement; however, once holders of Town and Country common stock have approved the merger proposal, no amendment may be made that would require further approval by Town and Country stockholders unless that approval is obtained.
At any time before completion of the merger, either HBT or Town and Country may, to the extent legally allowed, waive in writing compliance by the other with any provision contained in the merger agreement or extend the time for performance of any obligation of the other party.
The parties also may change the structure of the merger or the method of effecting the merger before the effective time of the merger so long as any change does not: (a) affect the U.S. federal income tax consequences of the merger to holders of Town and Country common stock; and (b) no such change will (i) reduce the amount, or change the kind, of the consideration to be issued to Town and Country stockholders as consideration in the merger, (ii) materially impede or delay consummation of the merger or (iii) require submission to or approval of the Town and Country stockholders after the merger has been approved by Town and Country stockholders provided, however, in the event the merger fails to qualify for federal tax-free reorganization treatment then HBT may, in its sole discretion, increase the amount of Stock Consideration and make a corresponding decrease to the Cash Consideration by the minimum amount necessary to enable the merger to otherwise qualify for federal tax-free reorganization treatment.
The rights of Town and Country stockholders following the merger will be different (Page 95)
The rights of HBT stockholders are governed by Delaware law and by HBT’s restated certificate of incorporation and its amended and restated bylaws. The rights of Town and Country stockholders are governed by Delaware law and by Town and Country’s certificate of incorporation, as amended, and bylaws. Upon completion of the merger, the rights of both stockholder groups will be governed by Delaware law and HBT’s restated certificate of incorporation and amended and restated bylaws.
 
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Information about the companies (Page 103)
HBT Financial, Inc.
401 N. Hershey Road
Bloomington, Illinois 61704
(888) 897-2276
HBT Financial, Inc. is headquartered in Bloomington, Illinois and is the holding company for Heartland Bank and Trust Company. Heartland Bank provides a comprehensive suite of business, commercial, wealth management, and retail banking products and services to individuals, businesses, and municipal entities throughout Central and Northeastern Illinois and Eastern Iowa through 63 locations. As of June 30, 2022, HBT had total assets of $4.2 billion, total loans of $2.4 billion, and total deposits of $3.7 billion. HBT is a longstanding Central Illinois company, with banking roots that can be traced back to 1920. HBT common stock is traded on the Nasdaq Stock Market under the symbol “HBT.”
Town and Country Financial Corporation
3601 Wabash Avenue
Springfield, Illinois 62711
(866) 770-3100
Town and Country is a financial services and registered bank holding company headquartered in Springfield, Illinois. Town and Country’s primary business is operating its wholly-owned subsidiary, Town and Country Bank, an Illinois state-chartered bank. Town and Country Bank provides a full range of commercial and retail banking products and services in the Central Illinois and St. Louis Metro East markets. Town and Country Bank operates through 10 branch locations in Springfield, Decatur, Lincoln, Quincy, Jacksonville, Bloomington, Edwardsville and Fairview Heights, Illinois. Town and Country common stock is quoted on the OTC Pink Market under the symbol “TWCF.”
On June 30, 2022, Town and Country had approximately $876 million in total assets, $738 million in deposits and $625 million in total loans held for investment.
See “Information About the Companies” on page 80 of this proxy statement/prospectus.
 
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SELECTED CONSOLIDATED FINANCIAL DATA OF HBT
The following table summarizes selected historical consolidated financial data of HBT as of and for the periods indicated. HBT’s historical results may not be indicative of HBT’s future performance. In addition, results for the six (6) months ended June 30, 2022 and 2021 may not be indicative of the results that may be expected for the full fiscal year or future periods.
This information has been derived from HBT’s consolidated financial statements filed with the SEC. You should read this information in conjunction with HBT’s consolidated financial statements and related notes thereto included in HBT’s Annual Report on Form 10-K as of and for the year ended December 31, 2021, and HBT’s Quarterly Report on Form 10-Q as of and for the six months ended June 30, 2022, each of which is incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information.”
(Unaudited)
As of or for the six
months ended June 30,
As of or for the years ended December 31,
2022
2021
2021
2020
2019
2018
2017
(dollars in thousands, except per share information)
Operating Results
Net income
$ 27,689 $ 28,962 $ 56,271 $ 36,845 $ 66,865 $ 63,799 $ 56,103
Corp equivalent net income(1)
N/A N/A N/A N/A 53,372 48,297 37,294
Share and Per Share Data
Earnings per share – Diluted
$ 0.95 $ 1.05 $ 2.02 $ 1.34 $ 3.33 $ 3.54 $ 3.10
Corp equivalent earnings per share – Diluted(1)
N/A N/A N/A N/A 2.66 2.68 2.06
Book value per share at period end
12.97 13.64 14.21 13.25 12.12 18.88 17.92
Closing stock price at period end
17.87 17.41 18.73 15.15 18.99 N/A N/A
Ending number shares of common stock outstanding
28,831,197 27,355,053 28,986,061 27,457,306 27,457,306 18,027,512 18,070,692
Weighted average shares of common
stock outstanding
28,938,634 27,396,557 27,795,806 27,457,306 20,090,270 18,047,332 18,070,692
Performance Ratios
Net interest margin(2)
3.21% 3.19% 3.18% 3.54% 4.31% 4.16% 3.83%
Efficiency ratio
55.96% 56.31% 56.46% 59.66% 53.80% 55.24% 59.77%
Return on average assets(2)
1.29% 1.52% 1.41% 1.07% 2.07% 1.96% 1.69%
Return on average stockholders’ equity(2)
14.23% 16.03% 14.81% 10.51% 19.58% 19.32% 16.58%
C Corp equivalent return on average
assets(1)(2)
N/A N/A N/A N/A 1.65% 1.49% 1.12%
C Corp equivalent return on average
stockholders’ equity(1)(2)
N/A N/A N/A N/A 15.63% 14.63% 11.02%
Balance Sheet Highlights
Total assets
$ 4,223,978 $ 3,953,677 $ 4,314,254 $ 3,666,567 $ 3,245,103 $ 3,249,569 $ 3,312,875
Total loans, before allowance for loan
losses
2,451,826 2,152,119 2,499,689 2,247,006 2,163,826 2,144,257 2,115,946
Total deposits
3,701,986 3,424,634 3,738,185 3,130,354 2,776,855 2,795,970 2,855,685
Subordinated notes
39,356 39,277 39,316 39,238
Junior subordinated indentures
37,747 37,681 37,714 37,648 37,583 37,517 37,451
Total stockholders’ equity
373,809 373,194 411,881 363,917 332,918 340,396 323,916
Credit Quality Ratios
Allowance for loan losses to loans, before allowance for loan losses
1.01% 1.23% 0.96% 1.42% 1.03% 0.96% 0.93%
Nonaccrual loans to loans, before allowance for loan losses
0.13% 0.32% 0.11% 0.44% 0.88% 0.74% 1.04%
Nonperforming loans to loans, before allowance for loan losses
0.14% 0.34% 0.11% 0.44% 0.88% 0.74% 1.04%
 
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(Unaudited)
As of or for the six
months ended June 30,
As of or for the years ended December 31,
2022
2021
2021
2020
2019
2018
2017
(dollars in thousands, except per share information)
Nonperforming assets to loans, before allowance for loan losses and foreclosed assets
0.26% 0.70% 0.24% 0.63% 1.11% 1.18% 1.81%
Net loan charge-offs to average loans, before allowance for loan losses(2)
(0.10)% (0.02)% (0.01)% 0.04% 0.07% 0.23% 0.15%
Regulatory Capital Ratios
Total capital to risk-weighted assets
16.76% 18.55% 16.88% 17.40% 14.54% 14.99% 14.40%
Tier 1 capital to risk-weighted assets
14.59% 15.79% 14.66% 14.55% 13.64% 14.17% 13.58%
Common equity Tier 1 (“CET1”) to risk-weighted assets
13.36% 14.25% 13.37% 13.06% 12.15% 12.71% 12.09%
Tier 1 capital to average assets
10.05% 9.67% 9.84% 9.94% 10.38% 10.80% 9.94%
(1)
Reflects adjustment to HBT’s historical net income for each period to give effect to the C Corp equivalent provision for income tax for such period.
(2)
Annualized based on the actual number of days for the six months ended June 30, 2022 and 2021.
N/A Not applicable.
 
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SELECTED CONSOLIDATED FINANCIAL DATA OF TOWN AND COUNTRY
The following table set forth summary selected historical consolidated financial information of Town and Country Financial Corporation (“Town and Country”) as of and for the six (6) months ended June 30, 2022 and 2021, and as of and for the year ended December 31, 2021. The summary selected balance sheet data as of December 31, 2021 and the summary selected income statement data for year ended December 31, 2021 were derived from Town and Country’s audited consolidated financial statements for the year ended 2021. The summary selected balance sheet data as of June 30, 2022 and 2021 and the summary selected income statement for the six (6) months ended June 30, 2022 and 2021 were derived from Town and Country’s unaudited consolidated financial statements for each respective period. Town and Country’s management believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its results of operations and financial condition as of the dates and for the interim periods indicated. Results for past periods are not necessarily indicative of results that may be expected for the fiscal year or for any future period.
You should read the following together with the section of this document entitled “Town and Country’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” beginning on page 80.
As of and for the six months
ended June 30,
As of and for
the year ended
December 31,
2021
2022
2021
(unaudited)
(unaudited)
Selected Period-End Balance Sheet Data:
Available-for-sale securities
$ 176,406,705 $ 132,827,719 $ 151,703,226
Loans held for sale
2,648,345 6,116,023 2,840,208
Total loans, net
615,833,695 605,275,257 621,637,393
Allowance for loan losses
9,432,816 10,815,415 10,183,297
Total assets
876,215,322 877,623,986 907,027,341
Total deposits
737,944,573 747,138,521 780,014,371
Borrowings
38,608,241 28,848,000 21,903,136
Total stockholders’ equity
79,457,238 80,989,964 85,072,278
Selected Period-End Income Statement Data:
Total interest and dividend income
14,397,162 14,881,303 29,771,987
Total interest expense
839,517 1,240,018 2,115,419
Net interest income
13,557,645 13,641,285 27,656,568
Provision for loan loss
(750,000) 600,000
Net interest income after provision for loan losses
14,307,645 13,041,285 27,656,568
Total noninterest income
7,986,511 8,847,838 16,668,044
Total noninterest expense
13,482,162 14,354,464 29,241,720
Income before income tax expense
8,811,994 7,534,659 15,082,892
Income tax expense
2,279,360 1,913,150 3,851,700
Net income
6,532,634 5,621,509 11,231,192
Selected Share and Per Share Data:
Earnings per common share
$ 2.30 $ 1.98 $ 3.95
Book value per share
$ 27.95 $ 28.47 $ 29.93
Tangible book value per share
$ 25.67 $ 26.10 $ 27.60
Weighted average common shares outstanding
2,842,789 2,844,483 2,843,645
Shares outstanding at end of period
2,842,789 2,844,483 2,842,789
 
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As of and for the six months
ended June 30,
As of and for
the year ended
December 31,
2021
2022
2021
(unaudited)
(unaudited)
Selected Performance Ratios:
Return on average assets(1)
1.47% 1.27% 1.25%
Return on average common equity(1)
15.61% 14.56% 13.95%
Net interest margin(1)(2)
3.35% 3.38% 3.30%
Asset Quality Ratios:
Nonperforming loans to total loans
0.71% 1.07% 0.78%
Net loan (recoveries) charge offs to average loans
0.00% -0.02% -0.01%
Allowance for loan losses to total loans
1.51% 1.74% 1.61%
(1)
June 30 data is annualized.
(2)
Net interest margin is the result of net interest income for the period, divided by average interest earning assets.
 
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following tables show unaudited pro forma condensed combined financial information about the financial condition and results of operations of HBT, including per share data, after giving effect to the merger with Town and Country and other pro forma adjustments. The unaudited pro forma condensed combined balance sheet gives effect to the transaction as if the transaction had occurred on June 30, 2022. The unaudited pro forma condensed combined income statements for the six (6) months ended June 30, 2022 and the year ended December 31, 2021 gives effect to the transaction as if the transaction had become effective on January 1, 2021.
The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the financial results of the combined company had the companies actually been combined at the beginning of each period presented. The unaudited pro forma condensed combined financial information also does not consider any expense efficiencies, increased revenue or other potential financial benefits of the merger. The fair values are preliminary estimates as of the date hereof and actual amounts could differ materially.
 
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Unaudited Pro Forma Condensed Combined Balance Sheet
(dollars in thousands, except per share data)
June 30, 2022
HBT
Town and
Country
Pro Forma
Adjustments
Reference
Pro Forma
Combined
Assets
Cash and cash equivalents
$ 160,031 $ 13,638 $ (38,000)
A
$ 135,669
Debt securities available-for-sale
924,706 176,407 (790)
B
1,100,323
Debt securities held-to-maturity
548,236 548,236
Loans held for sale
5,312 2,648 7,960
Loans, before allowance for loan
losses
2,451,826 625,267 (18,946)
C
3,058,147
Allowance for loan losses
(24,734) (9,433) 9,433
D
(24,734)
Loans, net of allowance for loan
losses
2,427,092 615,834 (9,513) 3,033,413
Bank owned life insurance
7,474 15,951 23,425
Bank premises and equipment
51,752 19,803 (2,300)
E
69,255
Foreclosed assets
2,891 450 3,341
Goodwill
29,322 6,318 27,162
F
62,802
Core deposit intangible assets, net
1,453 175 6,045
G
7,673
Mortgage servicing rights
10,089 9,951 20,040
Other assets
55,620 15,040 4,578
H
75,238
Total assets
$ 4,223,978 $ 876,215 $ (12,818) $ 5,087,375
Liabilities
Deposits:
Noninterest-bearing
$ 1,028,790 $ 365,953 $ $ 1,394,743
Interest-bearing
2,673,196 371,992 100
I
3,045,288
Total deposits
3,701,986 737,945 100 4,440,031
Securities sold under agreements to repurchase
51,091 51,091
Other borrowings
38,608 (171)
J
38,437
Subordinated notes
39,356 39,356
Junior subordinated debentures
37,747 14,163 (1,656)
K
50,254
Other liabilities
19,989 6,042 13,539
L
39,570
Total liabilities
3,850,169 796,758 11,812 4,658,739
Common stockholders’ equity
373,809 79,457 (24,630)
M
428,636
Total liabilities and stockholders’ equity
$ 4,223,978 $ 876,215 $ (12,818) $ 5,087,375
Book value per common share
$ 12.97 $ 27.95 $ 13.31
Common shares outstanding
28,831,197 2,842,789 535,866 32,209,852
See Notes to Unaudited Pro Forma Condensed Combined Balance Sheet
 
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Unaudited Pro Forma Condensed Combined Statements of Income
(dollars in thousands, except per share data)
Six Months Ended June 30, 2022
HBT
Town and
Country
Pro Forma
Adjustments
Reference
Pro Forma
Combined
Interest income
$ 69,092 $ 14,397 $ 2,643
N
$ 86,132
Interest expense
2,791 839 95
O
3,725
Net interest income
66,301 13,558 2,548 82,407
Provision for loan losses
(439) (750) (1,189)
Net interest income after provision for
loan losses
66,740 14,308 2,548 83,596
Noninterest income
18,594 7,986 26,580
Noninterest expense
47,999 13,482 219
P
61,700
Income before income tax expense
37,335 8,812 2,329 48,476
Income tax expense
9,646 2,279 659
Q
12,584
Net income
$ 27,689 $ 6,533 $ 1,670 $ 35,892
Earnings per share – Basic
$ 0.96 $ 2.30 $ 1.11
Earnings per share – Diluted
$ 0.95 $ 2.30 $ 1.11
Weighted average shares outstanding for
basic earnings per share
28,938,634 2,842,789 535,866 32,317,289
Weighted average shares outstanding for
diluted earnings per share
28,987,322 2,842,789 535,866 32,365,977
Year Ended December 31, 2021
HBT
Town and
Country
Pro Forma
Adjustments
Reference
Pro Forma
Combined
Interest income
$ 128,223 $ 29,772 $ 8,715
N
$ 166,710
Interest expense
5,820 2,115 206
O
8,141
Net interest income
122,403 27,657 8,509 158,569
Provision for loan losses
(8,077) (8,077)
Net interest income after provision for
loan losses
130,480 27,657 8,509 166,646
Noninterest income
37,328 16,668 53,996
Noninterest expense
91,246 29,242 450
P
120,938
Income before income tax expense
76,562 15,083 8,059 99,704
Income tax expense
20,291 3,852 2,281
Q
26,424
Net income
$ 56,271 $ 11,231 $ 5,778 $ 73,280
Earnings per share – Basic
$ 2.02 $ 3.95 $ 2.35
Earnings per share – Diluted
$ 2.02 $ 3.95 $ 2.35
Weighted average shares outstanding for
basic earnings per share
27,795,806 2,843,645 535,866 31,175,317
Weighted average shares outstanding for
diluted earnings per share
27,811,293 2,843,645 535,866 31,190,804
See Notes to Unaudited Pro Forma Condensed Combined Statements of Income
 
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NOTE 1 — BASIS OF PRESENTATION
The unaudited pro forma condensed combined consolidated financial information and explanatory notes have been prepared under the acquisition method of accounting for business combinations. The unaudited pro forma condensed combined balance sheet as June 30, 2022 gives effect to the Town and Country merger as if it had occurred on that date. The unaudited pro forma condensed combined income statements for the six (6) months ended June 30, 2022 and the year ended December 31, 2021 give effect to the Town and Country merger as if it had become effective on January 1, 2021. This information is not intended to reflect the actual results that would have been achieved had the acquisition actually occurred on those dates. The pro forma adjustments are preliminary, based on estimates, and are subject to change as more information becomes available and after final analyses of the fair values of both tangible and intangible assets acquired and liabilities assumed are completed. Accordingly, the final fair value adjustments may materially differ from those presented in this document.
NOTE 2 — PURCHASE PRICE
Pursuant to the merger agreement, shares of Town and Country common stock, in the aggregate, will be exchanged for approximately 3,378,655 shares of HBT common stock and $38.0 million in cash. Based on 2,842,789 shares of Town and Country common stock outstanding as of October 11, 2022, the latest practicable date before the date of this proxy statement/prospectus, each share of Town and Country common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive either (i) 1.9010 shares of HBT common stock, or (ii) $35.66 per share in cash or (iii) a combination of cash and stock consideration, subject to adjustment and to the election and proration provisions in the merger agreement. Based upon the closing price of HBT common stock of $18.47 on October 11, 2022, this represents total consideration of approximately $100.4 million.
NOTE 3 — PRO FORMA ADJUSTMENTS TO UNAUDITED CONDENSED COMBINED FINANCIAL INFORMATION
The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined financial information. All adjustments are based on preliminary assumptions and valuations, which are subject to change.
A.
Adjustment to cash to reflect the estimated cash component of the merger consideration of $38.0 million.
B.
Adjustment to Town and Country’s debt securities to reflect the preliminary estimated fair value.
C.
Adjustment to Town and Country’s loans to reflect the preliminary estimated fair value.
D.
To record elimination of Town and Country’s allowance for loan losses.
E.
Adjustment to Town and Country’s bank premises and equipment to reflect the preliminary estimated fair value.
 
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F.
To record goodwill of $33.5 million resulting from the difference between the purchase price and identifiable net assets as follows (dollars in thousands):
Purchase price allocation
Cash
$ 38,000
HBT common stock (based on closing price of $18.47 on October 11, 2022)
62,404
Pro forma purchase price
100,404
Allocated to:
Historical book value of Town and Country’s assets and liabilities
79,457
Elimination of Town and Country’s allowance for loan losses
9,433
Elimination of Town and Country’s goodwill
(6,318)
Elimination of Town and Country’s core deposit intangible asset
(175)
Transaction expenses paid by Town and Country
(3,523)
Fair value adjustments:
Debt securities
(790)
Loans
(18,946)
Bank premises and equipment
(2,300)
Core deposit intangible asset
6,220
Time deposits
(100)
FHLB advances
171
Junior subordinated debentures
1,656
Deferred taxes
2,139
Preliminary pro forma goodwill
$ 33,480
G.
To record core deposit intangible assets of $6.2 million which will be amortized on an accelerated basis over a period of 10 years.
H.
Adjustment to net deferred tax assets to reflect tax effects of the purchase accounting adjustments. Additionally, to record a $2.4 million deferred tax asset related to estimated transaction costs.
I.
Adjustment to Town and Country’s time deposits to reflect the preliminary estimated fair value.
J.
Adjustment to Town and Country’s FHLB advances to reflect the preliminary estimated fair value.
K.
Adjustment to Town and Country’s junior subordinated debentures to reflect the preliminary estimated fair value.
L.
To record accrual of estimated transaction costs of $3.5 million for Town and Country and $10.0 million for HBT Financial. The tax effect related to these estimated transaction costs is included in footnote H. For purposes of the pro forma presentation, the aggregate amount of these transaction costs is excluded from the pro forma income statements, as consistent with the applicable guidance.
M.
To record elimination of Town and Country’s stockholders’ equity of $79.5 million and the issuance of approximately 3,378,655 shares of HBT common stock.
N.
To record estimated discount accretion on the Town and Country loan portfolio and securities portfolio. The estimated loan discount accretion approximates a level yield over the remaining life of the respective loans. The estimated securities portfolio accretion calculated using the sum of the years digits method over a 4-year period.
O.
To record estimated discount accretion and premium amortization on the Town and Country time deposits, other borrowings, and junior subordinated debentures. The estimated time deposit premium amortization calculated using the sum of the years digits method over a 3-year period. The estimated other borrowing and junior subordinated debentures accretion recognized on a straight-line basis over a 4.5 years and 14 years, respectively.
P.
To record estimated amortization expense of the Town and Country core deposit intangible asset on an accelerated basis over a period of 10 years.
Q.
To record tax effects of the Town and Country pro forma adjustments at an estimated tax rate of 28.3%.
 
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COMPARATIVE HISTORICAL AND UNAUDITED
PRO FORMA PER COMMON SHARE DATA
We have summarized below the per share information for our companies on a historical, pro forma combined and equivalent basis. Except for the historical information for the year ended December 31, 2021, the data provided below is unaudited. The pro forma combined and equivalent pro forma Town and Country data give effect to the merger as if the transaction had been effective on January 1, 2021, in the case of the earnings per share and dividends per share data, and on June 30, 2022, in the case of the book value per share data. This has been derived from and should be read in conjunction with the consolidated financial statements and related notes of HBT and Town and Country, which are incorporated by reference into, or included in, this proxy statement/prospectus. See “Where You Can Find More Information” and “Town and Country Financial Statements.”
The unaudited pro forma combined data gives effect to the merger accounted for under the acquisition method of accounting for business combinations in accordance with GAAP. Accordingly, the unaudited pro forma combined data reflects the assets and liabilities of Town and Country at their preliminary estimated fair values. Differences between these preliminary estimates and the final values in acquisition accounting will occur and these differences could have a material impact on the unaudited pro forma combined per share information set forth below. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.
The unaudited pro forma combined data does not purport to represent the actual results of operations that the combined company would have achieved had the merger been completed during these periods or to project the future results of operations that the combined company may achieve after the merger. The unaudited pro forma financial information also does not consider any potential impacts of current market conditions on revenues, potential revenue enhancements, anticipated cost savings and expense efficiencies, or asset dispositions, among other factors. The unaudited pro forma combined per share equivalent data set forth below shows the effect of the merger from the perspective of an owner of Town and Country common stock.
HBT
Historical
Town and Country
Historical
Pro Forma
Combined
Equivalent
Pro Forma
Town and Country(1)
Book value per share
June 30, 2022
$ 12.97 $ 27.95 $ 13.31 $ 25.30
Cash dividends per share(2)
Six months ended June 30, 2022
0.32 0.28 0.32 0.61
Year ended December 31, 2021
0.60 0.44 0.60 1.14
Earnings per share – Basic
Six months ended June 30, 2022
0.96 2.30 1.11 2.11
Year ended December 31, 2021
2.02 3.95 2.35 4.47
Earnings per share – Diluted
Six months ended June 30, 2022
0.95 2.30 1.11 2.11
Year ended December 31, 2021
2.02 3.95 2.35 4.47
(1)
equivalent pro forma Town and Country data was calculated based on pro forma combined amounts multiplied by the 1.9010 exchange ratio.
(2)
Pro forma combined cash dividends per share are based upon HBT’s historical amounts.
 
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus, as well as HBT’s other filings with the SEC and Town and Country’s other communications with its stockholders, may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to be materially different from any results, levels of activity, performance, or achievements expressed or implied by any forward-looking statement. These factors include, among other things, the factors listed below.
In some cases, forward-looking statements can be identified by the use of words such as “may,” “might,” “will,” “would,” “should,” “could,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “outlook,” “predict,” “project,” “probable,” “potential,” “possible,” “target,” “continue,” “look forward,” or “assume” and words of similar import. Forward-looking statements are not historical facts or guarantees of future performance or outcomes, but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control. It is possible that actual results and events may differ, possibly materially, from the anticipated results or events indicated in these forward-looking statements. We caution you not to place undue reliance on these statements. Forward-looking statements are made only as of the date of this proxy statement/prospectus, and HBT and Town and Country undertake no obligation to update any forward-looking statements to reflect new information or events or conditions after the date hereof.
In connection with the safe harbor provisions of the PSLRA, we are hereby identifying important factors that could affect our financial performance and could cause our actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any forward-looking statements.

Among the factors that could impact our ability to achieve operating results, growth plan goals, and the beliefs expressed or implied in forward-looking statements are:

the risk that the business of HBT and Town and Country will not be integrated successfully, or such integration may be more difficult, time consuming or costly than expected;

expected revenue synergies, cost savings and other financial or other benefits of the proposed transaction between HBT and Town and Country might not be realized within the expected time frames or might be less than projected;

revenues following the merger may be lower than expected;

deposit attrition, operating costs, customer loss and business disruption following the merger, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected;

the ability to obtain governmental approvals of the merger, or the ability to obtain such regulatory approvals in a timely manner;

the potential impact of announcement or completion of the merger on relationships with third parties, including customers, employees, and competitors;

business disruption following the merger, including diversion of management’s attention from ongoing business operations and opportunities;

the failure of holders of Town and Country voting common stock to approve the merger proposal;

changes in the level of non-performing assets and charge-offs;

HBT’s potential exposure to unknown contingent liabilities of Town and Country;

any interruption or breach of security resulting in failures or disruptions in customer account management, general ledger, deposit, loan, or other systems;

changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements;
 
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changes in HBT’s stock price before closing, including as a result of the financial performance of Town and Country prior to closing;

inflation, interest rate, securities market and monetary fluctuations;

credit and interest rate risks associated with HBT’s and Town and Country’s respective businesses, customer borrowing, repayment, investment and deposit practices;

general economic conditions, either internationally, nationally or in the market areas in which HBT and Town and Country operate or anticipate doing business, may be less favorable than expected;

changes in the economic environment, competition or other factors that may influence the anticipated growth of loans and deposits, the quality of the loan portfolio and loan and deposit pricing;

changes in the competitive environment among bank holding companies and banks;

new regulatory or legal requirements or obligations with which HBT and Town and Country must comply;

environmental liability associated with lending activities; the effects of problems encountered by other financial institutions;

severe weather, natural disasters, pandemics, acts of war or terrorism or other external events;

the length and severity of the COVID-19 pandemic, and the effects of the COVID-19 pandemic, including the level of the pandemic on HBT and Town and Country’s operations and the operations of their customers and the communities HBT and Town and Country serve;

possible changes in trade, monetary and fiscal policies of, and other activities undertaken by, governments, agencies, central banks and similar organizations; and

other economic, competitive, governmental, regulatory and technological factors affecting HBT’s and Town and Country’s operations, products, services and prices.
The foregoing list of important factors may not be all inclusive, and we specifically decline to undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events. For a further discussion of these and other risks, uncertainties and other factors applicable to HBT and Town and Country, see “Risk Factors” in this proxy statement/prospectus and HBT’s other filings with the SEC incorporated by reference into this proxy statement/prospectus.
 
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RISK FACTORS
In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the heading “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. You should also consider the other information in, and the other documents incorporated by reference into, this proxy statement/prospectus, including in particular the risk factors associated with HBT’s business contained under the heading “Risk Factors” in HBT’s Annual Report on Form 10-K for the year ended December 31, 2021. See “Where You Can Find More Information.”
Risks Relating to the Merger
The exchange ratio is fixed for the stock consideration and will not be adjusted in the event of any change in HBT’s stock price. Because the market price of HBT common stock will fluctuate, Town and Country stockholders cannot be certain of the market value of any shares of HBT common stock they may receive as merger consideration.
Upon effectiveness of the merger, holders of shares of Town and Country common stock will have the right to receive one of the following: (i) 1.9010 shares of HBT common stock per share of Town and Country common stock, (ii) cash in the amount of $35.66 per share of Town and Country common stock or (iii) a combination of the foregoing, in each case subject to adjustment and to the election and proration procedures as provided in the merger agreement. In lieu of fractional shares of HBT common stock, holders of Town and Country common stock will receive cash. The 1.9010 exchange ratio for the HBT common stock component of the merger consideration will not be adjusted for changes in the market price of HBT common stock between the date of signing the merger agreement and the completion of the merger. There will be a time lapse between the date on which Town and Country stockholders vote on the merger agreement at the special meeting and the date on which Town and Country stockholders actually receive shares of HBT common stock in the merger. In addition, there will be a time lapse between the deadline for Town and Country stockholders to make an election as to which form of merger consideration they wish to receive, and the date on which Town and Country stockholders actually receive shares of HBT common stock in the merger. The market price of HBT common stock may fluctuate during these periods, and after completion of the merger, as a result of a variety of factors, including general market and economic conditions, changes in our respective businesses, operations and prospects, regulatory considerations, and other factors, including those identified under “Risk Factors” in HBT’s Annual Report on Form 10-K for the year ended December 31, 2021. Many of these factors are outside of our control. Accordingly, at the time of the special meeting, Town and Country stockholders electing to receive stock consideration or mixed consideration, or otherwise allocated stock consideration as a result of the election and proration procedures in the merger agreement, will not know or be able to calculate the market price of HBT common stock that they will receive upon completion of the merger.
The cash consideration will not be determined until the effective time of the merger and Town and Country stockholders may not be certain of the amount of the cash consideration they will receive for their shares of Town and Country common stock in connection with the merger.
In connection with the merger, holders of Town and Country common stock electing to receive cash consideration or mixed consideration, or otherwise allocated cash consideration as a result of the election and proration procedures in the merger agreement, will receive $35.66 per share of Town and Country common stock, subject to certain adjustments that will be determined prior to completion of the merger. Because the merger will not be completed until certain conditions have been satisfied or waived, a significant amount of time may pass between the time of the special meeting and the time that the merger is complete. Therefore, at the time you vote your shares of Town and Country common stock, you may not know the exact amount of the cash consideration that will be paid if the merger is completed. Based on information available as of the date of this proxy statement/prospectus, no adjustment to the cash consideration is reasonably expected.
For a description of the potential adjustments to the cash consideration, see “The Merger Agreement — Merger Consideration.”
 
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Town and Country will be subject to business uncertainties and contractual restrictions while the merger is pending.
Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Town and Country and consequently on HBT. These uncertainties may impair Town and Country’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that do business with Town and Country to seek to change existing business relationships with Town and Country. Employee retention may be challenging during the pendency of the merger, as employees may experience uncertainty about their future roles with HBT, and certain Town and Country employees have already chosen not to remain with Town and Country following the merger. If key employees depart in significant numbers because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with HBT, HBT’s business following the merger could be harmed. In addition, the merger agreement restricts Town and Country from making certain acquisitions and taking other specified actions without HBT’s consent, and generally requires Town and Country to continue its operations in the ordinary course until the merger occurs. These restrictions may prevent Town and Country from pursuing attractive business opportunities that may arise prior to the completion of the merger. For a description of the restrictive covenants to which Town and Country is subject, see “The Merger Agreement — Conduct of Business Pending the Merger.”
Combining our two companies may be more difficult, costly or time-consuming than we currently expect, and we may fail to realize the anticipated benefits and cost savings of the merger.
HBT and Town and Country have operated and, until the completion of the merger, will continue to operate independently. The success of the merger, including the realization of anticipated benefits and cost savings, will depend, in part, on HBT’s ability to successfully combine and integrate Town and Country’s business into its own in a manner that permits growth opportunities and does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with customers and employees. As with any merger of banking institutions, there also may be business disruptions that cause us to lose customers or cause customers to take their deposits or loans out of our banks. The success of the combined company following the merger and the bank merger may depend, in part, on the ability of HBT to integrate the two businesses, business models and cultures. If HBT experiences difficulties in the integration process, including those listed above, HBT may fail to realize the anticipated benefits of the merger in a timely manner or at all. HBT’s business or results of operations or the value of its common stock may be materially and adversely affected as a result.
The market price of HBT common stock after the merger may be affected by factors different from those currently affecting HBT common stock.
The businesses of HBT and Town and Country differ in some respects and, accordingly, the results of operations of the combined company and the market price of HBT common stock after the merger may be affected by factors different from those currently affecting the independent results of operations of each of HBT or Town and Country. For a discussion of the business of HBT and of certain factors to consider in connection with the business of HBT, see the documents incorporated by reference into this proxy statement/prospectus and referred to under “Where You Can Find More Information,” including, in particular, the section entitled “Risk Factors” in HBT’s Annual Report on Form 10-K for the year ended December 31, 2021.
Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the merger.
Before the merger, intermediate merger and the bank merger may be completed, HBT and Town and Country must obtain approvals from the Federal Reserve, the FDIC and the IDFPR. HBT submitted a request to the Federal Reserve on October 3, 2022 to obtain a waiver from its prior approval requirements concerning the merger and intermediate merger. In addition, Heartland Bank filed on October 3, 2022 with the FDIC and IDFPR, respectively, applications seeking approval of the bank merger. Other approvals,
 
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waivers or consents from regulators may also be required. In determining whether to grant these approvals the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under “The Merger Agreement — Regulatory Approvals Required for the Merger.” An adverse development in either party’s regulatory standing or these factors could result in a delay of or an inability to obtain regulatory approval. The regulators may impose conditions on the completion of the merger or the bank merger or require changes to the terms of the merger or the bank merger. Such conditions or changes could have the effect of delaying or preventing completion of the merger or the bank merger or imposing additional costs on or limiting the revenues of the combined company following the merger and the bank merger, any of which might have an adverse effect on the combined company following the merger. See “The Merger Agreement — Regulatory Approvals Required for the Merger.” Regulatory approvals could also be adversely impacted based on the status of any ongoing investigation of either party or its customers, including subpoenas to provide information or investigations by a federal, state or local governmental agency cannot guarantee that we will be able to obtain all required regulatory approvals, the timing of those approvals or whether any conditions will be imposed.
Some Town and Country directors and officers may have interests and arrangements that may have influenced their decisions to support or recommend that you approve the merger.
Town and Country’s stockholders should be aware that some of Town and Country’s directors and executive officers have interests in the merger and have arrangements that are different from, or in addition to, those of Town and Country’s stockholders generally. These interests and arrangements may create potential conflicts of interest. Town and Country’s Board was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger agreement, and in recommending that holders of Town and Country voting common stock vote in favor of the merger proposal.
For a more complete description of these interests, see “The Merger — Interests of Certain Persons in the Merger.”
The merger agreement limits Town and Country’s ability to pursue alternatives to the merger.
The merger agreement contains provisions that limit Town and Country’s ability to solicit, encourage or discuss competing third-party proposals to acquire all or a significant part of Town and Country. These provisions, which include a $3,800,000 termination fee, might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of Town and Country from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share market price than that proposed in the merger, or might result in a potential competing acquiror proposing to pay a lower per share price to acquire Town and Country than it might otherwise have proposed to pay.
Termination of the merger agreement could negatively impact Town and Country.
In the event the merger agreement is terminated, Town and Country’s business may be adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the merger. If the merger agreement is terminated and Town and Country’s Board seeks another merger or business combination, Town and Country stockholders cannot be certain that Town and Country will be able to find a party willing to offer equivalent or more attractive consideration than the merger consideration provided in the merger. If the merger agreement is terminated under certain circumstances, Town and Country may be required to pay HBT a termination fee of $3,800,000. If the merger agreement is terminated, Town and Country may experience negative reactions from their respective customers, vendors and employees. See “The Merger Agreement — Termination of the Merger Agreement.”
If the merger is not completed, Town and Country will have incurred substantial expenses without realizing the expected benefits of the merger.
Town and Country has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing and mailing this proxy statement/prospectus and all filing and other fees paid to the SEC in connection with the merger. If the merger is not completed, Town and Country would have to recognize these expenses without realizing the expected benefits of the merger.
 
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Holders of Town and Country common stock will have a reduced ownership and voting interest after the merger and will exercise less influence over management.
Holders of Town and Country common stock currently have the right to vote on matters affecting Town and Country. Upon the completion of the merger, each Town and Country stockholder who receives shares of HBT common stock will become a stockholder of HBT with a percentage ownership of HBT with respect to such shares that is smaller than the stockholder’s current percentage ownership of Town and Country. Following the effective time of the merger, the former stockholders of Town and Country as a group would receive shares in the merger constituting approximately 11% of the outstanding shares of HBT common stock immediately after the merger based on the number of shares of HBT common stock and Town and Country common stock outstanding as of           , 2022. Because of this, Town and Country stockholders will have less influence on the management and policies of HBT than they now have on the management and policies of Town and Country.
The opinion of Town and Country’s financial advisor delivered to the Town and Country Board prior to the signing of the merger agreement will not reflect changes in circumstances after the date of such opinion.
The opinion of KBW, Town and Country’s financial advisor, to the Town and Country board of directors was delivered on, and dated, August 22, 2022. Changes in the operations and prospects of HBT or Town and Country, general market and economic conditions and other factors that may be beyond the control of HBT or Town and Country may significantly alter the value of HBT or Town and Country, the price of shares of HBT common stock by the time the merger is completed or the future price at which HBT common stock trades. KBW’s opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. However, Town and Country’s board of directors’ recommendation that Town and Country stockholders vote “FOR” adoption and approval of the merger agreement is made as of the date of this proxy statement/prospectus. For a description of the opinion that Town and Country’s board of directors received from KBW, please refer to “The Merger — Opinion of Town and Country’s Financial Advisor”.
The shares of HBT common stock that Town and Country stockholders will receive as a result of the merger will have different rights from shares of Town and Country common stock.
The rights associated with Town and Country common stock are different from the rights associated with HBT common stock. For a discussion of the different rights associated with HBT common stock, see “Comparison of Stockholder Rights.”
Under certain circumstances, the merger consideration could be reduced.
The merger consideration may be subject to adjustment if certain environmental conditions exist with respect to Town and Country’s real property and the estimated costs to remediate these conditions is greater than $200,000 (net of any reduction in HBT’s income tax liability for the taxable year in which such expenditure occurs), as more fully described in “The Merger Agreement — Merger Consideration.” Due to the fact that these costs, if any, may not be determinable prior to the date of the special meeting, at the time of the vote on the merger proposal at the special meeting, holders of Town and Country common stock may not know with certainty whether the amount of cash consideration they will receive as part of the merger consideration will be subject to reduction. Similarly, if the parties reasonably determine that an event or events have occurred between the date of the merger agreement and the receipt of all requisite regulatory approvals that have materially adversely affected the value of the contemplated transactions to HBT, the aggregate cash consideration that holders of Town and Country common stock are entitled to receive as part of the merger consideration is subject to a downward adjustment, which adjustment shall be no greater than $3,500,000. Based on information available as of the date of this proxy statement/prospectus, however, no adjustment to the cash consideration of Town and Country common stock is expected by the parties.
Completion of the merger is subject to certain conditions, and if these conditions are not satisfied or waived, the merger will not be completed.
The obligations of HBT and Town and Country to complete the merger are subject to the satisfaction or waiver (if permitted) of a number of conditions. The satisfaction of all of the required conditions could
 
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delay the completion of the merger for a significant period of time or prevent it from occurring. Any delay in completing the merger could cause the combined company not to realize some or all of the benefits that the combined company expects to achieve if the merger is successfully completed within its expected time frame. Further, there can be no assurance that the conditions to the closing of the merger will be satisfied or waived or that the merger will be completed. See “The Merger Agreement — Conditions to Completion of the Merger.”
In addition, if the merger is not completed on or before March 31, 2023 or, in the event all necessary regulatory approvals have not been obtained by January 31, 2023, if the merger is not completed on or before June 30, 2023, either HBT or Town and Country may choose not to proceed with the merger. HBT and/or Town and Country may also terminate the merger agreement under certain circumstances. See “The Merger Agreement — Termination of the Merger Agreement.”
 
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THE SPECIAL MEETING
This section contains information from Town and Country for Town and Country stockholders about the special meeting Town and Country has called to consider and approve the merger agreement and the transactions contemplated thereby by the holders of Town and Country common stock. On or about        , 2022, Town and Country commenced mailing of this proxy statement/prospectus to holders of Town and Country common stock. Together with this proxy statement/prospectus, we are also sending to holders of Town and Country’s common stock a notice of the special meeting and a form of proxy card that Town and Country’s Board is soliciting for use at the special meeting and at any adjournments of the meeting.
This proxy statement/prospectus is also being furnished by HBT to Town and Country stockholders as a prospectus in connection with the issuance of shares of HBT common stock upon completion of the merger.
Date, Time and Place
The special meeting will be held at Town and Country Bank, located at 3601 Wabash Avenue, Springfield, Illinois 62711 on           , 2022, at 9:00 a.m. Central Time at Town and Country Bank, located at 3601 Wabash Avenue, Springfield, Illinois 62711.
Matters to Be Considered
At the special meeting, holders of Town and Country common stock as of the record date will be asked to consider and vote on the following matters:

To adopt the merger agreement and approve the transactions contemplated thereby (the “merger proposal”);

To approve one or more adjournments of the special meeting, if determined necessary and advisable, including adjournments to permit the further solicitation of proxies in favor of the merger proposal (the “adjournment proposal”); and

To approve the transaction of such other business as may properly come before the special meeting and any adjournments or postponements thereof.
Recommendation of the Town and Country Board
After careful consideration, the Town and Country Board unanimously approved the merger agreement and the transactions contemplated thereby, and unanimously determined that the merger agreement and the transactions contemplated thereby are advisable and in the best interests of Town and Country and its stockholders.
The Town and Country Board unanimously recommends that holders of Town and Country common stock vote “FOR” the merger proposal and “FOR” the adjournment proposal. Please see the section entitled “The Merger — Town and Country’s Reasons for the Merger and Recommendation of the Town and Country Board.”
All of the directors and certain significant stockholders of Town and Country, collectively holding as of the record date an aggregate 1,906,342 shares of Town and Country common stock, representing approximately 67.1% of the outstanding shares of Town and Country common stock, have signed voting and support agreements with HBT agreeing to vote in favor of the merger agreement and the transactions contemplated thereby.
Record Date
Town and Country’s Board has fixed the close of business on           , 2022, as the record date for determining the Town and Country stockholders entitled to receive notice of and to vote at the special meeting.
As of the close of business on the record date, 2,842,789 shares of Town and Country common stock (which includes 15,000 shares of outstanding unvested restricted Town and Country common stock) were
 
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issued and outstanding and held by approximately 175 record holders. Each share of Town and Country common stock held at the close of business on the record date entitles the holder thereof to one vote on each matter considered and voted on by holders of Town and Country common stock at the special meeting.
Quorum Requirements
A quorum is required to transact business and consider each proposal at the special meeting. The presence at the special meeting, in person or by proxy, of holders of a majority of the outstanding shares of Town and Country common stock entitled to vote at the special meeting will constitute a quorum for the transaction of business. All shares of Town and Country common stock present in person or represented by proxy, including abstentions, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the special meeting.
Vote Required; Treatment of Abstentions and Failure to Vote
Merger Proposal
Approval of the merger proposal requires the affirmative vote of Town and Country stockholders representing a majority of the outstanding shares of Town and Country common stock as of the close of business on the record date. If you fail to submit a proxy card or vote in person at the special meeting, mark “ABSTAIN” on your proxy card or fail to instruct your bank or broker for shares held in street name with respect to the proposal to approve the merger proposal, it will have the same effect as a vote “AGAINST” approval of the merger proposal.
The merger proposal will not require the approval of the holders of HBT common stock under the Delaware General Corporation Law or applicable rules of the Nasdaq Global Select Market.
Adjournment Proposal
Approval of the adjournment proposal requires the affirmative vote of a majority of the shares of Town and Country common stock present in person or represented by proxy at the special meeting. If you mark “ABSTAIN” with respect to the adjournment proposal, it will have the same effect as a vote “AGAINST” the adjournment proposal, and broker non-votes will have no effect on the approval of the adjournment proposal.
Shares Held by Directors and Significant Stockholders
Each of the directors of Town and Country, in his or her capacity as a beneficial owner of shares of Town and Country common stock, has entered into a voting and support agreement with HBT, the form of which is attached to this proxy statement/prospectus as Exhibit A-2 to Appendix A, in which each such director has agreed to vote all shares of Town and Country common stock that he or she beneficially owns and has the power to vote in favor of the merger proposal and any other matter that is required to be approved by the stockholders of Town and Country to facilitate the transactions contemplated by the merger agreement. The directors also agreed to vote against any proposal made in opposition to the approval of the merger or in competition with the merger agreement and against any other acquisition proposal. See “The Merger — Interests of Certain Persons in the Merger.”
As of the close of business on the record date, Town and Country’s directors and certain significant stockholders party to voting and support agreements held, in the aggregate, approximately 1,906,342 shares of Town and Country common stock, or approximately 67.1% of the outstanding shares of Town and Country common stock entitled to vote at the special meeting.
As of the record date, HBT and its subsidiaries held no shares of Town and Country common stock, and none of its directors and executive officers and their affiliates held shares of Town and Country common stock, other than Fred Drake, HBT’s Chairman and Chief Executive Officer, who has held 770 shares of Town and Country common stock since 2018.
 
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Participants in the Town and Country Stock Plan
Recipients of restricted stock awards are entitled to vote the underlying shares of Town and Country common stock, even while subject to vesting requirements. Accordingly, the holders of Town and Country restricted stock will vote in the same manner as holders of Town and Country common stock.
Participants in the Town and Country ESOP
If you participate in the Town and Country ESOP and Town and Country common stock has been allocated to your Town and Country ESOP account, you are entitled to instruct the Trustee, confidentially, as to how to vote such allocated shares pursuant to the instructions provided to Town and Country ESOP participants. You will receive your Town and Country ESOP account voting instruction form in a mailing separate from this proxy statement/prospectus. After all timely completed voting instruction forms are delivered to the Trustee, The Trustee will tabulate the results. Once the votes are tallied, the Trustee will, pursuant to the terms of the Town and Country ESOP and applicable law, then use the voting instructions to vote the shares of Town and Country common stock held by the Town and Country ESOP.
Solicitation of Proxies; Payment of Solicitation Expenses
Proxies are being solicited by the Town and Country Board from stockholders of Town and Country common stock. Shares of Town and Country common stock represented by properly executed proxies, and that have not been revoked, will be voted in accordance with the instructions indicated on the proxies. If no instructions are indicated, such proxies representing shares of Town and Country common stock will be voted “FOR” the merger proposal and “FOR” the adjournment proposal, and in the discretion of the individuals named as proxies as to any other matter that may come before the special meeting.
HBT has agreed to pay for the costs and expenses (excluding the fees and disbursements of counsel and accountants) of filing, printing and distributing this proxy statement/prospectus and all filing and registration fees, including fees paid for filing the registration statement of which this proxy statement/prospectus forms a part with the SEC. In addition to the solicitation of proxies by mail, solicitation may be made by certain directors, officers or employees of Town and Country or its affiliates telephonically, electronically or by other means of communication. Directors, officers and employees will receive no additional compensation for such solicitation. Town and Country does not anticipate using a paid proxy solicitor in connection with the special meeting.
Voting Your Shares
Holders of Town and Country common stock may vote in person or by proxy at the special meeting on the proposals upon which they are entitled to vote. Holders of Town and Country common stock may also vote by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. To be valid, your vote by mail must be received by the deadline specified on the proxy card.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF TOWN AND COUNTRY COMMON STOCK YOU OWN. ACCORDINGLY, YOU SHOULD SUBMIT IN ADVANCE OF THE SPECIAL MEETING A PROXY WITH YOUR VOTING INSTRUCTIONS USING ONE OF THE METHODS DESCRIBED ON YOUR PROXY CARD.
Revocability of Proxies and Changes to a Town and Country Stockholder’s Vote
A holder of Town and Country common stock who has submitted a proxy may revoke it or change the stockholder’s vote at any time before its proxy is voted at the special meeting. A holder of Town and Country common stock may revoke its proxy by (i) giving a written notice of revocation to Denise Skiles, Corporate Secretary of Town and Country, (ii) attending the special meeting in person and voting by ballot at the special meeting, or (iii) by properly submitting to Town and Country a duly executed proxy bearing a later date. All written notices of revocation and other communications with respect to revocation of proxies should be addressed to Town and Country as follows: 3601 Wabash Avenue, Springfield, Illinois 62711, Attention: Denise Skiles, Corporate Secretary of Town and Country.
 
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Attending the Special Meeting
The special meeting will be held at Town and Country Bank, located at 3601 Wabash Avenue, Springfield, Illinois 62711 on           , 2022, at 9:00 a.m. Central Time. All holders of Town and Country common stock as of the record date, including stockholders who hold their shares through brokers, trusts, banks, nominees or any other holder of record, are invited to attend the special meeting.
All stockholders must bring an acceptable form of identification, such as a valid driver’s license, in order to attend the special meeting in person.
Any representative of a stockholder who wishes to attend the special meeting must present acceptable documentation evidencing his or her authority, acceptable evidence of ownership by the holder of shares of Town and Country common stock and an acceptable form of identification.
Questions and Additional Information
If you have any questions or need assistance in voting your shares, please call Micah R. Bartlett, President and Chief Executive Officer of Town and Country, at (866) 770-3100.
 
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THE MERGER
The following discussion describes certain material information about the merger. We urge you to read carefully this entire document, including the merger agreement attached as Appendix A to this proxy statement/prospectus, for a more complete understanding of the merger.
Terms of the Merger
HBT’s board of directors and Town and Country’s Board have each unanimously approved and adopted the merger agreement and the transactions contemplated thereby, including the merger. Pursuant to and subject to the conditions set forth in the merger agreement, MergerCo will merge with and into Town and Country, with Town and Country as the surviving entity, and as a result, Town and Country will become a wholly-owned subsidiary of HBT. Immediately following the merger, HBT will complete the intermediate merger, whereby Town and Country will merge with and into HBT and, as a result, the separate existence of Town and Country will terminate. Immediately following the intermediate merger, Town and Country Bank will merge with and into Heartland Bank, HBT’s wholly owned bank subsidiary, with Heartland Bank being the surviving bank. Following the bank merger, Heartland Bank will continue its corporate existence as a commercial bank organized under the laws of the State of Illinois.
Upon completion of the merger, each share of Town and Country common stock outstanding immediately prior to the completion of the merger will be converted into the right to receive, at the option of the Town and Country stockholder, one of the following (“merger consideration”): (i) 1.9010 duly authorized, validly issued, fully paid and non-assessable shares of HBT common stock, par value $0.01 per share (“stock consideration”), (ii) cash in the amount of $35.66 (“cash consideration”), or (iii) a combination of the cash consideration and the stock consideration (“mixed consideration”), in each case subject to adjustment and to the election and proration procedures as provided in the merger agreement.
The merger consideration to be received by holders of Town and Country common stock is subject to adjustment and proration in accordance with the terms of the merger agreement. For example, if holders of Town and Country common stock elect to receive more cash consideration in the aggregate than $38,000,000 (the “aggregate cash consideration”), then such holders will have their merger consideration adjusted ratably so that more of their merger consideration will be paid in the form of stock consideration and the aggregate cash consideration to be paid will equal as closely as possible to $38,000,000. Any such adjustment will be made assuming that dissenting holders would receive cash consideration, and will be subject to further adjustment as described below. Alternatively, if holders of Town and Country common stock elect to receive more stock consideration in the aggregate than 3,378,655 shares of HBT common stock (the “aggregate stock consideration”), then such holders will have their merger consideration adjusted so that more of their merger consideration will be paid in the form of cash consideration such that the aggregate stock consideration to be paid will equal as closely as possible to 3,378,655 shares of HBT common stock.
If the parties reasonably determine that an event or events have occurred between the date of the merger agreement and the receipt of all requisite regulatory approvals that have materially adversely affected the value of the contemplated transactions to HBT, the aggregate cash consideration is subject to a downward adjustment, which adjustment shall be no greater than $3,500,000. The aggregate cash consideration is also subject to downward adjustment if the anticipated costs to remediate any environmental conditions with respect to Town and Country’s real property are expected to exceed $200,000 (net of any reduction in HBT’s income tax liability for the taxable year in which such expenditure occurs). Based on information available as of the date of this proxy statement/ prospectus, the parties do not anticipate any such adjustments to the merger consideration will be made. All Town and Country restricted stock that is unvested and outstanding will, immediately prior to the merger, automatically vest as of such time, and the holders thereof will be entitled to receive the same merger consideration for the shares of Town and Country common stock that were received under the restricted stock awards as all other holders of Town and Country common stock, although such merger consideration may be subject to withholding taxes.
Holders of Town and Country common stock should note that the exchange ratio of 1.9010 is not subject to adjustment, but the value of the HBT common stock to be received by holders of Town and Country common stock in the merger will fluctuate based on the trading price of HBT common stock.
 
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In lieu of any fractional shares of HBT common stock that would otherwise be issued as part of the merger consideration, Town and Country stockholders will receive cash for any fractional shares based on the per share volume weighted average price of the daily closing sales prices of a share of HBT common stock as reported on the Nasdaq Global Select Market for the ten (10) consecutive trading days immediately preceding the closing date of the merger.
For additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the merger and the provisions for terminating or amending the merger agreement, see “The Merger Agreement.”
Background of the Merger
As part of its ongoing consideration and evaluation of Town and Country’s long-term business strategy and prospects, the Town and Country Board and senior management of Town and Country have engaged in periodic strategic reviews during which the Town and Country Board has discussed Town and Country’s strategic direction, performance and prospects in the context of trends and developments in the markets that Town and Country serves, the banking industry and the regulatory environment. Among other topics, these discussions have focused on both the possible acquisition of other banks and the potential sale of Town and Country to another institution. Over the past several years, Town and Country has pursued a number of potential acquisitions that could assist Town and Country in executing its strategic plans. These potential acquisition transactions did not materialize, typically because the targets demanded more consideration than the Town and Country Board deemed appropriate. During this same time period, Town and Country’s Board and management also believed that stockholders would benefit from being a part of a larger organization that could take advantage of the loan demand Town and Country generates and the economies of scale inherent in a larger organization. Periodically, Town and Country has received overtures from financial institutions and engaged in discussions about strategic transactions, including the potential acquisition of Town and Country or a merger-of-equal transaction, with most conversations not proceeding past preliminary discussions.
In 2018, Town and Country began discussing potential strategic alternatives with representatives of KBW, which was engaged in late 2019 to act as Town and Country’s financial advisor in connection with a potential sale of Town and Country. Throughout 2018, 2019 and 2020, representatives from Town and Country met with and had conversations with several potential partners regarding a potential transaction, but none of these discussions progressed beyond preliminary interest. One of the potential partners that Town and Country met with during this time was HBT.
In December 2019, at the direction of Town and Country, KBW contacted Fred Drake, Chairman and Chief Executive Officer of HBT, to discuss HBT’s potential interest in acquiring Town and Country. Mr. Drake indicated that HBT would be willing to have a conversation about a potential transaction, and on December 19, 2019, Town and Country entered into a non-disclosure agreement with HBT. In January of 2020, Micah R. Bartlett, President and Chief Executive Officer of Town and Country, and David E. Kirschner, Executive Chairman of Town and Country, met with Mr. Drake to discuss a possible transaction. After initial conversations, HBT later indicated that they were going to pursue other opportunities.
In August of 2021, Mr. Kirschner had subsequent conversations with representatives of KBW, who in turn had discussions with Mr. Drake regarding potential strategic transactions. Those discussions resulted in preliminary pricing indications from HBT, but, based on these initial pricing indications, Mr. Kirschner and Mr. Bartlett did not ask KBW to continue discussions with HBT. Throughout the remainder of 2021, Mr. Bartlett continued to hold discussions with various potential partners at the direction of the Town and Country Board.
In January of 2022, Mr. Bartlett met with the CEO of a publicly traded banking institution (“Bank A”), who indicated that Bank A was interested in acquiring Town and Country. Mr. Bartlett continued to have discussions throughout January and February of 2022 with representatives of Bank A.
In early March of 2022, Mr. Bartlett met with Lance Carter, President and Chief Operating Officer of HBT, at which time Mr. Carter indicated potential interest in a transaction and expressed general pricing guidelines.
 
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Subsequently, on March 3, 2022, Town and Country and Bank A entered into a preliminary, non-binding indication of interest, which included a preliminary proposal for Bank A to acquire Town and Country for proposed consideration of $36.75 per share of Town and Country common stock, which proposal was subject to further due diligence. The proposed consideration included a mix of 25% cash and 75% Bank A common stock, based on an exchange ratio to be specified at a later date.
On March 31, 2022, the Town and Country Board met to discuss the indication of interest and the potential transaction with Bank A. During the meeting, representatives of Barack Ferrazzano delivered a presentation regarding the Town and Country Board’s fiduciary duties in connection with its consideration of the potential transaction with Bank A, and strategic transactions in general.
During April of 2022, Bank A continued its confirmatory due diligence and Town and Country and Bank A continued discussing deal terms and transaction matters. On April 29, 2022, Bank A verbally provided Mr. Bartlett with a lowered pricing indication, which indication did not provide a set amount of per share consideration for Town and Country common stock. Based on the lowered valuation, Town and Country and Bank A terminated discussions.
Following the termination of discussions with Bank A, Mr. Bartlett directed KBW to contact HBT to further solicit HBT’s potential interest in pursuing a transaction with Town and Country.
On May 6, 2022, representatives of KBW provided feedback to Mr. Bartlett regarding KBW’s conversations with HBT. HBT responded positively, and suggested that a follow-up meeting be scheduled.
On May 9, 2022, Town and Country entered into a new non-disclosure agreement with HBT.
On May 11, 2022, Mr. Kirschner met with Mr. Drake to discuss stockholder interests, including the Town and Country Board’s strategic objectives to improve value and achieve enhanced liquidity for holders of Town and Country common stock.
During the next several days, Town and Country made certain preliminary due diligence materials available to HBT, and the parties held numerous conference calls to discuss due diligence items and related questions. These materials included an estimate by Town and Country of its balance sheet as of December 31, 2022 and its expected earnings for the year ending December 31, 2022, which forecasted total assets of approximately $904 million, gross loans of approximately $637 million, and net income of approximately $11.2 million.
On May 16, 2022, Town and Country received HBT’s preliminary pricing guidelines. During the next few days, the parties discussed pricing expectations and guidelines.
On May 20, 2022, HBT provided Town and Country with an initial nonbinding, indication of interest, which included an implied value of $95 million in the aggregate for all of Town and Country’s issued and outstanding common stock, with a 50% stock and 50% cash consideration mix. The proposed value reflected in HBT’s indication of interest exceeded the lowered pricing indication communicated by Bank A prior to the termination of discussions with Bank A, and also exceeded the implied value of the consideration set forth in Bank A’s original indication of interest, as adjusted to reflect the reduction in the trading price of Bank A common stock between the date of its indication of interest and the date of HBT’s indication of interest. Town and Country and KBW discussed the pricing terms and consideration mix in the indication of interest.
On May 25, 2022, Mr. Bartlett and Mr. Kirschner met with Mr. Drake to further negotiate the indication of interest, including the mix of cash and stock consideration.
On May 26, 2022, HBT submitted a revised, nonbinding, indication of interest proposing an acquisition of Town and Country at an implied value of $33.42 per share of Town and Country common stock, or $95 million in the aggregate, including $38 million in cash and 3,378,655 shares of HBT common stock, and allowing each stockholder of Town and Country to elect either all-cash, all-stock or a mix of cash and stock for each outstanding share of Town and Country common stock, provided that the election by the Town and Country stockholders would be, if necessary, apportioned among the stockholders of Town and Country so as to preserve a consideration mix of approximately $38 million in cash and 3,378,655 shares of HBT’s common stock. The indication of interest also included other customary terms, including an
 
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exclusivity period. Later that day, the Town and Country Board met to discuss and review HBT’s revised indication of interest. The Town and Country Board approved the indication of interest, and Town and Country executed the indication of interest later that day.
In June of 2022, the parties proceeded to perform certain confirmatory due diligence on each other.
On July 11, 2022, HBT sent Town and Country and Barack Ferrazzano an initial draft of the merger agreement prepared by HBT, with the assistance of its counsel, Vedder Price P.C. (“Vedder Price”).
Through the remainder of July and August of 2022, the parties continued to negotiate the material terms of the proposed transaction and exchanged drafts of the merger agreement and certain related ancillary documents, including the form of voting agreement. The parties negotiated, among other items, the representations and warranties that would be made by HBT and Town and Country, certain potential adjustments to the merger consideration, termination rights and other terms.
On July 25, 2022, the parties executed a letter agreement which extended the parties’ exclusivity period to August 15, 2022.
On August 5, 2022, Town and Country management met virtually with HBT management to conduct reverse due diligence on HBT. The reverse due diligence process also included interviews with Mr. Carter.
On August 15, 2022, the parties executed a second letter agreement which extended the parties’ exclusivity period to August 30, 2022.
On August 22, 2022, the Town and Country Board held a special meeting to consider the proposed merger with HBT, including the merger consideration, which had an implied value of $35.66 per share of Town and Country common stock, or $101.4 million in the aggregate, based on the closing price of HBT common stock on August 22, 2022, and the other material terms of the transaction documents. This implied value exceeded the lowered pricing indication communicated by Bank A prior to the termination of discussions with Bank A, and also exceeded the implied value of the consideration set forth in Bank A’s original indication of interest, as adjusted to reflect the reduction in the trading price of Bank A common stock between the date of its indication of interest and August 22, 2022. At the meeting, representatives of Barack Ferrazzano delivered a presentation regarding the fiduciary duties of the Town and Country Board in connection with the proposed transaction. Town and Country’s management also reported on, and the Town and Country Board discussed, the reverse due diligence process undertaken by Town and Country with respect to HBT. During the meeting, KBW reviewed the financial aspects of the proposed merger and rendered to the Town and Country Board an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by KBW as set forth in its opinion, the merger consideration in the proposed merger was fair, from a financial point of view, to the holders of Town and Country common stock. After discussion and after considering the proposed terms of the transaction documents, and taking into account the strategic rationale, financial terms, consideration to be received by Town and Country stockholders, integration risk and business rationale of consummating a merger with HBT, including the factors described in the section titled “— Town and Country’s Reasons for the Merger and Recommendation of the of Town and Country Board,” the Town and Country Board, having determined that the terms of the merger agreement and the transactions contemplated thereby, including the merger, were fair to and in the best interests of Town and Country and its stockholders, unanimously approved and declared advisable the merger agreement and the transactions contemplated thereby. The Town and Country Board authorized senior management to finalize the transaction documents and to execute the documents, including the merger agreement. The Town and Country Board directed that the merger agreement be submitted to holders of Town and Country’s common stock for approval, and recommended that holders of Town and Country common stock vote in favor of the adoption of the merger agreement and the approval of the transactions contemplated thereby.
On August 23, 2022, the merger agreement and related documents were signed by the parties and HBT announced the transaction the afternoon of August 23, 2022 via a press release.
HBT’s Reasons for the Merger
In reaching its decision to adopt and approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the HBT board of directors evaluated the merger in
 
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consultation with HBT management and considered information provided by HBT’s financial and legal advisors, as well as a number of factors, including the following material factors:

management’s view that the acquisition of Town and Country provides an attractive opportunity to expand HBT’s presence into desirable markets;

Town and Country’s community banking orientation and its compatibility with HBT and its subsidiaries;

management’s assessment that Town and Country presents a strong banking franchise that is consistent with Heartland Bank’s relationship-based banking model while adding talent and depth to Heartland Bank’s operations;

management’s review of the business, operations, earnings and financial condition, including capital levels and asset quality, of Town and Country Bank;

management’s belief that Town and Country Bank’s core deposit base is strong and that a substantial portion of these deposits would be retained following completion of the merger;

management’s due diligence review of Town and Country and Town and Country Bank;

the projected earnings per share accretion expected to occur as a result of the proposed transactions;

the expectation of management that HBT will maintain its strong capital ratios upon completion of the proposed transactions;

the fact that stockholders of Town and Country will have an opportunity to approve the merger;

projected efficiencies, including reductions in Town and Country or HBT’s total non-interest expense base, to come from integrating certain of Town and Country’s operations into HBT’s existing operations;

the financial and other terms of the merger agreement, including the exchange ratio for the merger consideration, the expected tax treatment and the deal protection and termination fee provisions, which HBT reviewed with its outside financial and legal advisors;

Town and Country Bank’s compatibility with Heartland Bank, which HBT management believes should facilitate integration and implementation of the merger and the bank merger, and the complementary nature of the products and customers of Town and Country Bank and Heartland Bank, which HBT management believes should provide the opportunity to mitigate integration risks and increase potential returns;

the nature and amount of payments and other benefits to be received by Town and Country and Town and Country Bank’s management in connection with the transactions pursuant to existing Town and Country benefit plans and compensation arrangements and the merger agreement;

the fact that, concurrently with the execution of the merger agreement, (i) all of the directors and executive officers of Town and Country, who beneficially owned in the aggregate approximately 67.1% of Town and Country’s outstanding voting common stock as of August 22, 2022, were entering into voting and support agreements with HBT agreeing to vote for approval of the merger agreement and the transactions contemplated thereby, and (ii) directors and executive officers of Town and Country, who beneficially owned in the aggregate approximately 57.89% of Town and Country’s outstanding voting common stock as of August 22, 2022, were entering into restrictive covenant agreements with HBT; and

the fact that the regulatory and other approvals required to consummate the transactions are expected to be received in a reasonably timely manner and without the imposition of unacceptable conditions.
HBT’s board of directors believes that the merger and the merger agreement are advisable and in the best interests of HBT and its stockholders.
The foregoing discussion of the information and factors considered by HBT’s board of directors is not intended to be exhaustive, but includes a description of all material factors considered by HBT’s board of
 
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directors. HBT’s board of directors further considered various risks and uncertainties related to each of these factors and the ability to complete the merger. In view of the wide variety of factors considered by HBT’s board of directors in connection with its evaluation of the merger, HBT’s board of directors did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered. In considering the factors described above, individual directors may have given differing weights to different factors. HBT’s board of directors collectively made its determination with respect to the merger based on the conclusion reached by its members, based on the factors that each of them considered appropriate, that the merger is in the best interests of HBT stockholders and that the benefits expected to be achieved from the merger outweigh the potential risks and vulnerabilities.
It should be noted that this explanation of the HBT board of directors’ reasoning and all other information presented in this section includes information that is forward-looking in nature, and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”
Town and Country’s Reasons for the Merger and Recommendation of the Town and Country Board
After careful consideration, the Town and Country Board, at a meeting held on August 22, 2022, unanimously determined that the merger agreement and the transactions contemplated by the merger agreement were advisable and in the best interests of Town and Country and its stockholders and approved the merger agreement and the transactions contemplated by the merger agreement, including the merger. The Town and Country Board has concluded that the merger offers Town and Country stockholders an attractive opportunity to achieve the board of directors’ strategic business objectives, including increasing stockholder value and enhancing liquidity for Town and Country stockholders. In addition, the Town and Country Board believes that the customers and communities served by Town and Country Bank will benefit from the merger. Accordingly, the Town and Country Board recommends that Town and Country stockholders vote “FOR” approval and adoption of the merger agreement at the special meeting.
In reaching its decision, the Town and Country Board evaluated the merger in consultation with Town and Country’s management, as well as Town and Country’s outside legal counsel and financial advisor, and considered a number of financial, legal and market factors, including the following:

the composition of the per share merger consideration, which provides Town and Country stockholders with the option of selecting:

cash consideration, which provides the ability to realize immediate and certain value for a portion of their shares of Town and Country common stock;

stock consideration, which offers the opportunity to participate in the future growth and opportunities of the combined company; or

a combination of cash consideration and stock consideration;

the fact that the aggregate implied value of the merger consideration, based on the closing price of HBT’s common stock on August 22, 2022, exceeded the aggregate implied value of the lowered pricing indication communicated by Bank A prior to the termination of discussions with Bank A, and also exceeded the implied value of the consideration set forth in Bank A’s original indication of interest, as adjusted to reflect the reduction in the trading price of Bank A common stock between the date of its indication of interest and August 22, 2022;

that the aggregate cash consideration is subject to possible downward adjustment between signing and closing in (i) the event that certain environmental remediation costs with respect to Town and Country’s properties were to be required and such costs were to exceed certain amounts and/or (ii) if the parties reasonably determine that an event or events have occurred between the date of the merger agreement and the receipt of all requisite regulatory approvals that have materially adversely affected the value of the contemplated transactions to HBT;

HBT’s trading market on the Nasdaq Global Select Market, which will provide Town and Country stockholders liquidity with respect to the stock consideration received in the merger;

HBT’s history of paying quarterly dividends and its dividend yield;
 
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the market value of HBT common stock prior to the execution of the merger agreement and the prospects for future appreciation in the stock;

HBT’s experience as an acquiror of numerous financial institutions and track record of successfully integrating acquired financial institutions;

the Town and Country Board’s belief that Town and Country stockholders and customers will benefit from combining with a larger financial institution, including potentially being better equipped to respond to economic and financial services industry developments and better positioned to develop and build on its position in existing markets;

information with respect to the businesses, earnings, operations, financial condition, prospects, capital levels, loan portfolio and asset quality of Town and Country and HBT, both individually and as a combined company;

the Town and Country Board’s familiarity with, and understanding of, Town and Country’s business, results of operations, asset quality, operating markets, financial and market position, and expectations concerning Town and Country’s future earnings and prospects;

the compatibility of Town and Country’s geographical footprint with that of HBT and the potential expansion of product and service availability to the customers of and communities currently served by Town and Country;

the complementary aspects and cultures of Town and Country’s and HBT’s businesses, including customer focus, geographic coverage, business orientation and operations, HBT’s strong deposit market share, low cost of funds and HBT’s strengths in relationship-based commercial lending;

the Town and Country Board’s understanding of the current and prospective environment in which Town and Country and HBT operate, including national, regional and local economic conditions, the interest rate environment, the competitive and regulatory environments for financial institutions generally, and the perceived risks and uncertainties attendant to Town and Country’s operation as an independent banking organization;

the opinion of KBW, dated August 22, 2022, to the Town and Country Board, as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of Town and Country common stock of the merger consideration in the merger, as more fully described below under “— Opinion of Town and Country’s Financial Advisor”;

potential risks related to the merger, including:

the potential risk of diverting management’s attention and resources from the operation of Town and Country’s business to the merger, and the possibility of employee attrition or adverse effects on customer and business relationships as a result of the announcement and pendency of the merger;

the risks that certain of the conditions to the consummation of the merger set forth in the merger agreement would not be satisfied in a timely manner, or at all;

the potential risks and costs associated with successfully integrating Town and Country’s business, operations and employees with those of HBT, including the risk of not realizing all of the anticipated benefits of the merger or not realizing them in the expected time frame;

the risk that the merger may not be consummated or that the closing may be unduly delayed, including as a result of factors outside either party’s control;

that the announcement and/or consummation of the merger would result in key staff departures, potentially adversely impacting the operations of Town and Country Bank prior to the consummation of the merger and during the post-merger integration period;

the regulatory and other approvals required in connection with the merger, consideration of the relevant factors assessed by the regulators for the approvals and the parties’ evaluation of those factors, and the expectations that such approvals could be received in a reasonably timely manner and without the imposition of burdensome conditions;
 
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the satisfactory results of Town and Country’s management’s reverse due diligence of HBT;

the right of the Town and Country stockholders to exercise dissenters’ rights, as further described under “Dissenters’ Rights of Appraisal of Holders of Town and Country Common Stock”;

the fact that the Town and Country directors and certain officers of Town and Country have interests in the merger that are different from or in addition to those of Town and Country stockholders; and

the fact that the receipt of the HBT common stock portion of the merger consideration was expected to provide favorable tax treatment to Town and Country stockholders receiving HBT common stock as merger consideration, based on the expected tax treatment of the integrated merger as a “reorganization” for U.S. federal income tax purposes, as further described under “The Merger — Material U.S. Federal Income Tax Consequences of the Integrated Merger.”
The foregoing discussion of the information and factors considered by Town and Country’s Board is not intended to be exhaustive, but includes a summary of all material factors considered by Town and Country’s Board. Town and Country’s Board in approving the merger agreement further considered various risks and uncertainties related to each of these factors and the ability to complete the merger. In view of the wide variety of factors considered by the Town and Country Board in connection with its evaluation of the merger, the Town and Country Board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered. In considering the factors described above, individual directors may have given differing weights to different factors. The Town and Country Board collectively made its determination with respect to the merger based on the conclusion reached by its members, in light of factors that each of them considered appropriate, that the merger is in the best interests of Town and Country and Town and Country stockholders and that the benefits expected to be achieved from the merger were achievable and outweigh the potential risks and vulnerabilities. The Town and Country Board realized that there can be no assurance about future results, including results expected or considered in the factors listed above.
After considering the foregoing and other relevant factors and risks, and their overall impact on the stockholders and other constituencies of Town and Country, the Town and Country Board concluded that the anticipated benefits of the merger outweighed the anticipated risks of the transaction. Accordingly, the Town and Country Board unanimously approved and deemed advisable the merger agreement and the merger, and the board of directors unanimously recommends that Town and Country stockholders vote “FOR” the proposal to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger, and “FOR” the adjournment proposal.
It should be noted that this explanation of the Town and Country Board reasoning and all other information presented in this section includes information that is forward-looking in nature, and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”
Opinion of Town and Country’s Financial Advisor
Town and Country engaged KBW to render financial advisory and investment banking services to Town and Country, including an opinion to the Town and Country Board as to the fairness, from a financial point of view, to the common stockholders of Town and Country of the merger consideration in the proposed merger. Town and Country selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger. As part of its investment banking business, KBW is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.
As part of its engagement, representatives of KBW attended the meeting of the Town and Country Board held on August 22, 2022, at which the Town and Country Board evaluated the proposed merger. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered to the Town and Country Board an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion, the merger consideration in the proposed merger was fair, from a financial
 
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point of view, to the holders of Town and Country common stock. The Town and Country Board approved the merger agreement at this meeting.
The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex B to this document and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.
KBW’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the Town and Country board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion addressed only the fairness, from a financial point of view, of the merger consideration in the merger to the holders of Town and Country common stock. It did not address the underlying business decision of Town and Country to engage in the merger or enter into the merger agreement or constitute a recommendation to the Town and Country board of directors in connection with the merger, and it does not constitute a recommendation to any holder of Town and Country common stock or any stockholder of any other entity as to how to vote or act in connection with the merger or any other matter (including what election any holder of Town and Country common stock should make with respect to stock consideration, cash consideration or mixed consideration), nor does it constitute a recommendation regarding whether or not any such stockholder should enter into a voting, support, restrictive covenants, stockholders’ or affiliates’ agreement with respect to the merger or exercise any dissenters’ or appraisal rights that may be available to such stockholder.