Largest acquisition in UMB history will
increase total assets by more than 40% and significantly expand
geographic footprint
UMB investment community call today, Monday,
April 29, at 7:30 a.m. (CT) / 8:30 a.m. (ET)
UMB Financial Corporation (Nasdaq: UMBF) and Heartland
Financial, USA Inc. (Nasdaq: HTLF) announced today that they have
entered into a definitive merger agreement under which UMB
Financial Corporation (UMB) will acquire Heartland Financial USA,
Inc. (HTLF), in an all-stock transaction valued at approximately
$2.0 billion.
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the full release here:
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Founded in 1981, HTLF is headquartered in Denver and has $19.4
billion in assets, $16.2 billion in total deposits and $12.1
billion in total loans, as of March 31, 2024. The combination of
companies will create a leading, regional banking powerhouse,
spanning a 13-state branch footprint, adding California, Minnesota,
New Mexico, Iowa and Wisconsin to UMB’s existing eight-state
footprint, which includes Missouri, Illinois, Colorado, Kansas,
Oklahoma, Nebraska, Arizona and Texas.
“This is a historic and exciting milestone for our company,”
said UMB Financial Corporation Chairman and CEO Mariner Kemper.
“While we have maintained an outstanding pace of organic growth
during the past decade, this compelling combination with HTLF marks
a truly momentous expansion of all our core services in both
existing and new markets. This synergy, along with a like-minded
culture and customer approach, is an ideal fit for our business
model, our credit and risk profiles, and our associates, customers
and communities.”
This transaction, the largest in UMB’s 111-year history, will
result in UMB having $64.5 billion in assets, elevating it to the
top 5% of the 616 publicly traded banks in the U.S. The transaction
will increase UMB’s private wealth management’s AUM/AUA by 31% and
nearly doubles its retail deposit base. It will also add 107
branches and 237 ATMs to UMB’s 90 branches and 238 ATMs,
dramatically expanding the network for both companies’
customers.
“This acquisition further diversifies our business, adding more
scale to our consumer and small business capabilities,” Kemper
said. “It also significantly expands our market share in several
existing markets and leverages our commercial banking expertise to
HTLF customers and prospects in our newly acquired markets.”
Under the terms of the merger agreement, which were approved by
the Boards of Directors of each company, HTLF stockholders will
receive a fixed exchange ratio of 0.55 shares of UMB common stock
for each share of HTLF common stock. This per share consideration
is valued at $45.74 per share based on UMB’s closing price of
$83.17 on April 26, 2024. Following completion of this contemplated
transaction, former HTLF stockholders are expected to collectively
represent approximately 31% of the combined company. At the closing
of the transaction, five members of the HTLF Board of Directors
will join the UMB Board, which will be expanded to 16 members.
“HTLF’s merger with UMB represents our continued focus on
ensuring we deliver the best products, services and expertise to
our customers,” said Bruce K. Lee, HTLF President and CEO. “This is
an excellent match for HTLF, and we’re truly excited for what this
means for our employees, customers, stockholders and
communities.”
Within its 11-state footprint, HTLF does business as: Minnesota
Bank & Trust, Wisconsin Bank & Trust, Dubuque Bank &
Trust, Illinois Bank & Trust, Bank of Blue Valley, Citywide
Banks, Premier Valley Bank, Arizona Bank & Trust, New Mexico
Bank & Trust and First Bank & Trust.
UMB is deeply invested in the communities in which it does
business, providing support through products, services, and
investments as well as corporate and associate giving. UMB is
committed to being a strong financial steward and will share more
information in the near future about how it will provide this
support throughout its newly expanded footprint.
HTLF has 1,900 associates and UMB has 3,600. Until the
transaction closes, the companies will continue to operate
independently.
The transaction is subject to customary closing conditions,
including regulatory approvals and approval by UMB shareholders and
HTLF stockholders, and is expected to close in the first quarter of
2025.
Conference Call
UMB will host a call for the investment community on Monday,
April 29, at 7:30 a.m. (CT) / 8:30 a.m. (ET). This call has been
rescheduled from the previously announced date and time.
Interested parties may access the call by dialing (toll-free)
833-470-1428 or (international) 404-975-4839 and requesting to join
the UMB Financial call with access code 397231. The live call may
also be accessed by visiting investorrelations.umb.com or by using
the following the link:
UMB Financial Conference Call
A replay of the conference call may be heard through May 13,
2024, by calling (toll-free) 866-813-9403 or (international)
929-458-6194. The replay access code required for playback is
182605. The call replay may also be accessed at
investorrelations.umb.com.
Advisors
BofA Securities, Inc. is serving as financial advisor to UMB and
Davis Polk and Wardwell LLP is serving as UMB’s legal advisor.
Keefe, Bruyette & Woods, A Stifel Company, is serving as
financial advisor to HTLF and Wachtell, Lipton, Rosen & Katz is
serving as HTLF’s legal advisor.
About UMB
UMB Financial Corporation (Nasdaq: UMBF) is a financial services
company headquartered in Kansas City, Missouri. UMB offers
commercial banking, which includes comprehensive deposit, lending
and investment services, personal banking, which includes wealth
management and financial planning services, and institutional
banking, which includes asset servicing, corporate trust solutions,
investment banking, and healthcare services. UMB operates branches
throughout Missouri, Illinois, Colorado, Kansas, Oklahoma,
Nebraska, Arizona and Texas. As the company’s reach continues to
grow, it also serves business clients nationwide and institutional
clients in several countries. For more information, visit UMB.com,
UMB Blog, UMB Facebook and UMB
LinkedIn.
About HTLF
Heartland Financial USA, Inc. is a Denver, Colorado-based bank
holding company operating under the brand name HTLF, with assets of
$19 billion as of March 31, 2024. HTLF’s banks serve customers in
the West, Southwest and Midwest regions. HTLF is committed to
serving the banking needs of privately owned businesses, their
owners, executives and employees. Our core commercial business is
supported by a strong retail banking operation, in addition to a
diversified line of financial services including treasury
management, wealth management and investments. Additional
information is available at www.htlf.com.
Cautionary Note Regarding Forward Looking Statements
This press release contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Rule 175 promulgated thereunder, and Section 21E of
the Securities Exchange Act of 1934, as amended, and Rule 3b-6
promulgated thereunder, which statements involve inherent risks and
uncertainties. Any statements about UMB, HTLF or the combined
company’s plans, objectives, expectations, strategies, beliefs, or
future performance or events constitute forward-looking statements.
Such statements are generally identified as those that include
words or phrases such as “believes,” “expects,” “anticipates,”
“plans,” “trend,” “objective,” “continue,” or similar expressions
or future or conditional verbs such as “will,” “would,” “should,”
“could,” “might,” “may,” or similar expressions. Forward-looking
statements involve known and unknown risks, uncertainties,
assumptions, estimates, and other important factors that change
over time and could cause actual results to differ materially from
any results, performance, or events expressed or implied by such
forward-looking statements. Such forward-looking statements include
but are not limited to statements about the benefits of the
business combination transaction between UMB and HTLF (the
“Transaction”), including future
financial and operating results, the combined company’s plans,
objectives, expectations and intentions, and other statements that
are not historical facts.
These forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially
from those projected. In addition to factors previously disclosed
in UMB’s and HTLF’s reports filed with the U.S. Securities and
Exchange Commission (the “SEC”), the
following factors, among others, could cause actual results to
differ materially from forward-looking statements or historical
performance: the occurrence of any event, change, or other
circumstance that could give rise to the right of one or both of
the parties to terminate the definitive merger agreement between
UMB and HTLF; the outcome of any legal proceedings that may be
instituted against UMB or HTLF; the possibility that the
Transaction does not close when expected or at all because required
regulatory, shareholder, or other approvals and other conditions to
closing are not received or satisfied on a timely basis or at all
(and the risk that such approvals may result in the imposition of
conditions that could adversely affect the combined company or the
expected benefits of the Transaction); the risk that the benefits
from the Transaction may not be fully realized or may take longer
to realize than expected, including as a result of changes in, or
problems arising from, general economic and market conditions,
interest and exchange rates, monetary policy, laws and regulations
and their enforcement, and the degree of competition in the
geographic and business areas in which UMB and HTLF operate; the
ability to promptly and effectively integrate the businesses of UMB
and HTLF; the possibility that the Transaction may be more
expensive to complete than anticipated, including as a result of
unexpected factors or events; reputational risk and potential
adverse reactions of UMB’s or HTLF’s customers, employees or other
business partners, including those resulting from the announcement
or completion of the Transaction; the dilution caused by UMB’s
issuance of additional shares of its capital stock in connection
with the Transaction; and the diversion of management’s attention
and time from ongoing business operations and opportunities on
merger-related matters.
These factors are not necessarily all of the factors that could
cause UMB’s, HTLF’s or the combined company’s actual results,
performance, or achievements to differ materially from those
expressed in or implied by any of the forward-looking statements.
Other factors, including unknown or unpredictable factors, also
could harm UMB’s, HTLF’s or the combined company’s results.
All forward-looking statements attributable to UMB, HTLF, or the
combined company, or persons acting on UMB’s or HTLF’s behalf, are
expressly qualified in their entirety by the cautionary statements
set forth above. Forward-looking statements speak only as of the
date they are made and UMB and HTLF do not undertake or assume any
obligation to update publicly any of these statements to reflect
actual results, new information or future events, changes in
assumptions, or changes in other factors affecting forward-looking
statements, except to the extent required by applicable law. If UMB
or HTLF update one or more forward-looking statements, no inference
should be drawn that UMB or HTLF will make additional updates with
respect to those or other forward-looking statements. Further
information regarding UMB, HTLF and factors which could affect the
forward-looking statements contained herein can be found in UMB’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2023 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000101382/000095017024018456/umbf-20231231.htm),
and its other filings with the SEC, and in HTLF’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2023 (and which is
available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/920112/000092011224000026/htlf-20231231.htm),
and its other filings with the SEC.
Additional Information about the Transaction and Where to
Find It
This press release does not constitute an offer to buy or sell,
or the solicitation of an offer to buy or sell, any securities or a
solicitation of any vote or approval. In connection with the
Transaction, UMB will file with the SEC a Registration Statement on
Form S-4 to register the shares of UMB capital stock to be issued
in connection with the Transaction. The Registration Statement will
include a joint proxy statement of UMB and HTLF that also
constitutes a prospectus of UMB. The definitive joint proxy
statement/prospectus will be sent to the shareholders of UMB and
stockholders of HTLF seeking their approval of the Transaction and
other related matters.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY
STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON
FORM S-4 WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR
INCORPORATED BY REFERENCE INTO THE JOINT PROXY
STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION REGARDING UMB, HTLF, THE TRANSACTION AND RELATED
MATTERS.
Investors and security holders may obtain free copies of these
documents and other documents filed with the SEC by UMB or HTLF
through the website maintained by the SEC at http://www.sec.gov or
from UMB at its website, www.UMB.com, or from HTLF at its website,
www.htlf.com. Documents filed with the SEC by UMB will be available
free of charge by accessing the “Investor Relations” page of UMB’s
website at https://investorrelations.umb.com/overview/default.aspx,
or alternatively by directing a request by mail to UMB, Attention:
Corporate Secretary, 1010 Grand Boulevard, Kansas City, Missouri
64106, and documents filed with the SEC by HTLF will be available
free of charge by accessing HTLF’s website at www.htlf.com under
the “Investor Relations” tab or, alternatively, by directing a
request by mail to HTLF’s Corporate Secretary, 1800 Larimer Street,
Suite 1800, Denver, Colorado 80202.
Participants in the Solicitation
UMB, HTLF, and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of UMB and
stockholders of HTLF in connection with the Transaction under the
rules of the SEC. Information about the interests of the directors
and executive officers of UMB and HTLF and other persons who may be
deemed to be participants in the solicitation of shareholders of
UMB and stockholders of HTLF in connection with the Transaction and
a description of their direct and indirect interests, by security
holdings or otherwise, will be included in the joint proxy
statement/prospectus related to the Transaction, which will be
filed with the SEC. Information about the directors and executive
officers of UMB and their ownership of UMB common stock is also set
forth in the definitive proxy statement for UMB’s 2024 Annual
Meeting of Shareholders, as filed with the SEC on Schedule 14A on
March 3, 2024 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000101382/000119312524066457/d706079ddef14a.htm).
Information about the directors and executive officers of UMB,
their ownership of UMB common stock, and UMB’s transactions with
related persons is set forth in the sections entitled “Directors,
Executive Officers and Corporate Governance,” “Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder
Matters,” and “Certain Relationships and Related Transactions, and
Director Independence” included in UMB’s annual report on Form 10-K
for the fiscal year ended December 31, 2023, which was filed with
the SEC on February 22, 2024 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000101382/000095017024018456/umbf-20231231.htm),
and in the sections entitled “Our Board of Directors” and “Stock
Owned by Directors, Nominees, and Executive Officers” included in
UMB’s definitive proxy statement in connection with its 2024 Annual
Meeting of Stockholders, as filed with the SEC on March 3, 2024
(and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000101382/000119312524066457/d706079ddef14a.htm).
To the extent holdings of UMB common stock by the directors and
executive officers of UMB have changed from the amounts of UMB
common stock held by such persons as reflected therein, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Information about the
directors and executive officers of HTLF and their ownership of
HTLF common stock can also be found in HTLF’s definitive proxy
statement in connection with its 2024 Annual Meeting of
Stockholders, as filed with the SEC on April 9, 2024 (and which is
available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/920112/000092011224000086/htlf-20240409.htm)
and other documents subsequently filed by HTLF with the SEC.
Information about the directors and executive officers of HTLF,
their ownership of HTLF common stock, and HTLF’s transactions with
related persons is set forth in the sections entitled “Directors,
Executive Officers and Corporate Governance,” “Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder
Matters,” and “Certain Relationships and Related Transactions, and
Director Independence” included in HTLF’s annual report on Form
10-K for the fiscal year ended December 31, 2023, which was filed
with the SEC on February 23, 2024 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/920112/000092011224000026/htlf-20231231.htm),
and in the sections entitled “Security Ownership of Certain
Beneficial Owners and Management” and “Related Person Transactions”
included in HTLF’s definitive proxy statement in connection with
its 2024 Annual Meeting of Stockholders, as filed with the SEC on
April 9, 2024 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/920112/000092011224000086/htlf-20240409.htm).
To the extent holdings of HTLF common stock by the directors and
executive officers of HTLF have changed from the amounts of HTLF
common stock held by such persons as reflected therein, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Free copies of these
documents may be obtained as described above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240429502428/en/
UMB Investors: Kay Gregory 816.860.7106 UMB Media:
Kristin Kovach 816.507.1069 kkovach@barkleyokrp.com
HTLF Investors: Kevin Thompson Chief Financial Officer
303.365.3813 kthompson@htlf.com HTLF Media: Ryan Lund SVP,
Director of Corporate Communications 952.746.0439
rlund@htlf.com
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