(Commission File No.: 001-38481)
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: HTLF
(Commission
File No.: 001-15393)
The following is an excerpt from an article in S&P Global Market
Intelligence, dated as of June 6, 2024, that quoted J. Mariner Kemper, Chairman of the Board of Directors and Chief Executive Officer of UMB Financial Corporation.
Mariner Kemper, chairman and CEO of UMB Financial, wrote in an email to S&P Global Market Intelligence that UMB was not asked by regulators to raise
capital to support its recent acquisition and had informed regulators of its acquisition plan, including a capital raise from the beginning.
This
is a significant and important transaction, and the capital raise provides us with ample dry powder and capital to fully support it, Kemper wrote. As is typical for the acquirer in merger transactions, our risk based regulatory capital
ratios will decline at transaction closing, driven by goodwill and other intangibles generated when we mark the assets and liabilities to their fair value. While our pro forma capital ratios at close are projected to be well above regulatory
minimums, the offensive capital raise further bolsters such ratios and provides downside protection should the fair value of acquired assets decline due to interest rate movements.
Cautionary Note Regarding Forward Looking Statements
This communication 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 Financial Corporations (UMB), Heartland Financial USA, Inc.s (HTLF) or the combined companys 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 companys 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 UMBs and HTLFs reports filed with the U.S. Securities and Exchange Commission (the SEC), the following factors, among others, could cause actual results