Overview
The Barack Ferrazzano Financial Institutions Group served as legal counsel to CNB Bank Shares, Inc. (OTC: CNBN) (“CNBN”), the holding company for CNB Bank & Trust, N.A., in their definitive merger agreement with HBT Financial, Inc. (NASDAQ: HBT) (“HBT”), the holding company for Heartland Bank and Trust Company, in which CNBN will merge with and into HBT in a combined common stock/cash transaction.
Under the terms of the merger agreement, CNBN shareholders will have the right to receive either (1) 1.0434 shares of HBT’s common stock for each share of CNBN stock, (2) $27.73 per share in cash, or (3) a combination of cash and stock consideration, subject to adjustment and to the election and proration provisions in the merger agreement. Based upon HBT’s 15-day volume-weighted average stock price of $24.44 on October 17, 2025, the implied per-share purchase price is $25.92 with an aggregate transaction value of approximately $170.2 million. Upon closing of the transaction, shareholders of CNBN are expected to hold approximately 15% of HBT’s outstanding common stock. Pursuant to the merger agreement, prior to the effective time of the merger, HBT has agreed to appoint current CNBN directors Jim Ashworth and Nancy Ruyle to the Boards of Directors of HBT and Heartland Bank, subject to HBT’s corporate governance procedures.
Barack Ferrazzano’s legal team was led by Joseph T. Ceithaml, co-chair of the Financial Institutions Group, and associate Zoe Xiuha Uvin. Executive compensation and benefit matters were handled by partner Michael J. Poland along with associate Alex Freund. Tax matters were handled by partners Michael J. Towne and Megan E. Toal.
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