M&A - HEARTLAND FINANCIAL USA INC

Form Type: 8-K

Filing Date: 2025-02-03

Corporate Action: Merger

Type: New

Accession Number: 000119312525018916

Filing Summary: Heartland Financial USA, Inc. (HTLF) completed a merger with UMB Financial Corporation (UMB) on January 31, 2025. Following the merger agreement, HTLF merged with Blue Sky Merger Sub Inc., a subsidiary of UMB, with HTLF becoming a wholly owned subsidiary of UMB. Shortly after, HTLF was merged into UMB in a second transaction where UMB continued as the surviving corporation. The terms of the merger provided for conversion of HTLF common and preferred stock into shares of UMB stock at specified exchange ratios. Existing equity awards for HTLF employees were also addressed, with many being converted into equivalent awards linked to UMB stock. Post-merger, HTLF's stock trading on NASDAQ was suspended and the company announced its intention to deregister from the SEC and cease periodic reporting due to no longer existing as a separate legal entity. Additionally, changes in the board of directors occurred, with previous HTLF directors being appointed to the UMB board, and the organizational documents of HTLF being superseded by those of UMB.

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Form Type: POSASR

Filing Date: 2025-02-03

Corporate Action: Merger

Type: New

Accession Number: 000119312525018888

Filing Summary: On January 31, 2025, Heartland Financial USA, Inc. underwent a merger with UMB Financial Corporation. This involved an initial merger where Blue Sky Merger Sub Inc. merged with and into Heartland, making Heartland the surviving entity. This was followed by a second step where the surviving entity (Heartland) then merged into UMB. As a consequence, Heartland has terminated all offerings of its securities under previously filed registration statements and has deregistered any unsold securities in accordance with the Securities Act of 1933.

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Form Type: POSASR

Filing Date: 2025-02-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525018891

Filing Summary: This document is a post-effective amendment to the registration statements for Heartland Financial USA, Inc. It is filed to terminate any offerings under previous registration statements and deregister unsold securities. The amendments are necessary due to a merger with UMB Financial Corporation that occurred on January 31, 2025. The merger involved Heartland Financial USA, Inc. merging with a wholly-owned subsidiary of UMB, with UMB ultimately surviving as the merged entity. Following this merger, Heartland has terminated all offerings of its securities under the stated registration statements and is removing unsold securities from registration. The document affirms the company's compliance with the filing requirements of the Securities Act of 1933, stating that appropriate amendments are made to reflect the deregistration of these securities.

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Form Type: S-8 POS

Filing Date: 2025-02-03

Corporate Action: Merger

Type: New

Accession Number: 000095010325001332

Filing Summary: Heartland Financial USA Inc. filed a post-effective amendment to deregister shares of common stock under multiple Form S-8 registration statements due to its merger with UMB Financial Corporation effective January 31, 2025. The registrant is terminating all offerings under prior registration statements and is withdrawing and deregistering all previously registered shares and plan interests. The mergers involved the Registrant merging with a subsidiary of UMB, followed by the surviving entity merging into UMB. This action results in the removal from registration of unsold securities from those statements. The registration statements affected include various employee stock and incentive plans dating back to 1996.

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Form Type: S-8 POS

Filing Date: 2025-02-03

Corporate Action: Merger

Type: New

Accession Number: 000095010325001333

Filing Summary: Heartland Financial USA, Inc. filed a post-effective amendment to deregister securities under various Registration Statements on Form S-8 due to the merger with UMB Financial Corporation, which occurred on January 31, 2025. The merger involved Blue Sky Merger Sub Inc., a subsidiary of UMB, merging into Heartland with Heartland being the surviving entity, followed by Heartland merging into UMB. Consequently, Heartland has terminated all offerings of its securities previously registered under the aforementioned Registration Statements and is removing from registration any unsold securities related to these offerings.

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Form Type: S-8 POS

Filing Date: 2025-02-03

Corporate Action: Merger

Type: Update

Accession Number: 000095010325001334

Filing Summary: Heartland Financial USA, Inc. is filing a post-effective amendment to deregister all securities previously registered under various Form S-8 registration statements. The deregistration is a result of a merger agreement dated April 28, 2024, wherein Heartland Financial USA, Inc. merged with UMB Financial Corporation and subsequently merged into UMB. Following these mergers, Heartland has terminated all offerings of its securities under the stated registration statements and is taking steps to remove unsold securities from registration, effectively terminating the effectiveness of the registration statements.

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Form Type: S-8 POS

Filing Date: 2025-02-03

Corporate Action: Merger

Type: Update

Accession Number: 000095010325001335

Filing Summary: Heartland Financial USA, Inc. filed a post-effective amendment to terminate all offerings under several Registration Statements on Form S-8, following the completion of a merger with UMB Financial Corporation. The merger was part of a detailed agreement where UMB’s subsidiary, Blue Sky Merger Sub Inc., merged with Heartland Financial, with Heartland being the surviving corporation, and subsequently, Heartland merged with UMB. This action led to the deregistration of all shares related to the previous registration statements, effective as of January 31, 2025. The filing includes various stock plans under which shares were previously registered and emphasizes the termination of all offerings due to the merger. It is noted that all securities registered under these statements that remain unsold are also removed from registration as per the Securities Act requirements. The company has certified its status as meeting the requirements for filing on Form S-8.

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Form Type: S-8 POS

Filing Date: 2025-02-03

Corporate Action: Merger

Type: Update

Accession Number: 000095010325001336

Filing Summary: Heartland Financial USA, Inc. has filed a post-effective amendment to terminate all offerings under several Registration Statements on Form S-8, deregistering all shares of common stock previously registered. This action follows the merger agreement executed on April 28, 2024, wherein Heartland Financial merged with UMB Financial Corporation, making UMB the surviving entity. The Registrant acknowledges that as a result of the mergers, it has stopped any offerings of its securities and is removing any unsold securities from registration in accordance with the requirements of the Securities Act of 1933. The amendments reflect the deregistration of such securities and the termination of the effectiveness of the Registration Statements.

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Form Type: S-8 POS

Filing Date: 2025-02-03

Corporate Action: Merger

Type: Update

Accession Number: 000095010325001337

Filing Summary: Heartland Financial USA, Inc. has filed a Post-Effective Amendment to terminate all offerings under several previously filed Registration Statements on Form S-8. This action follows a merger that occurred on January 31, 2025, under an Agreement and Plan of Merger between Heartland Financial USA, Inc., UMB Financial Corporation, and Blue Sky Merger Sub Inc. The merger resulted in UMB Financial Corporation becoming the surviving corporation. As part of this process, Heartland Financial has deregistered all shares of common stock that were previously registered under the S-8 Registration Statements. This filing reflects the removal of all unsold securities that remain effective as of the date of the filing, and concludes the Registrant's obligations related to these securities.

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Form Type: S-8 POS

Filing Date: 2025-02-03

Corporate Action: Merger

Type: Update

Accession Number: 000095010325001338

Filing Summary: Heartland Financial USA Inc. filed a post-effective amendment to deregister all shares of common stock previously registered under multiple Form S-8 registration statements. This follows the merger with UMB Financial Corporation completed on January 31, 2025, through which the Registrant became a wholly-owned subsidiary of UMB. As a result of the merger, the Registrant has terminated all offerings of its securities. The post-effective amendments reflect the termination of these offerings and the removal of unsold securities from registration under the earlier specified Registration Statements.

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Form Type: S-8 POS

Filing Date: 2025-02-03

Corporate Action: Merger

Type: Update

Accession Number: 000095010325001339

Filing Summary: Heartland Financial USA, Inc. has filed a Post-Effective Amendment to terminate all offerings under multiple Form S-8 Registration Statements and deregister all shares of common stock previously registered under these Statements. This action follows the completion of a merger process on January 31, 2025, between Heartland Financial USA, Inc. and UMB Financial Corporation, resulting in Heartland being merged into a subsidiary of UMB. As a consequence of the merger, all previously registered securities that remain unsold are removed from registration via this amendment. This document discussed various Registration Statements and the specifics regarding deregistration of the common stock and plan interests related to the Registrant's equity incentive plans. The merger was part of a single integrated transaction involving two stages with both entities involved ceasing their separate registrations.

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Form Type: S-8 POS

Filing Date: 2025-02-03

Corporate Action: Merger

Type: Update

Accession Number: 000095010325001340

Filing Summary: On February 3, 2025, Heartland Financial USA, Inc. filed a Post-Effective Amendment to terminate all offerings under multiple Form S-8 Registration Statements. This decision follows the completion of a merger on January 31, 2025, in which UMB Financial Corporation's subsidiary merged with Heartland Financial USA, with UMB being the surviving entity. As a result of these mergers, Heartland Financial has deregistered all shares of its common stock and any previously registered securities under these statements as they remain unsold. The Post-Effective Amendments reflect the termination of the effectiveness of these Registration Statements and the removal from registration of unsold securities under these statements.

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Form Type: 8-K

Filing Date: 2025-01-10

Corporate Action: Merger

Type: Update

Accession Number: 000092011225000005

Filing Summary: On January 10, 2025, Heartland Financial USA, Inc. (HTLF) and UMB Financial Corporation (UMB) announced in a joint press release that they have received all necessary regulatory approvals from the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency to proceed with their previously announced mergers and the mergers of their respective banking subsidiaries. This follows the Agreement and Plan of Merger dated April 28, 2024. The companies expect to complete these mergers on or around January 31, 2025, pending satisfaction or waiver of remaining customary closing conditions. The document also includes a cautionary note regarding forward-looking statements, delineating risks associated with the merger and potential factors that could impact its completion or benefits.

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Form Type: 8-K

Filing Date: 2024-12-30

Corporate Action: Merger

Type: Update

Accession Number: 000092011224000216

Filing Summary: Heartland Financial USA, Inc. reported on December 27, 2024, concerning an Agreement and Plan of Merger with UMB Financial Corporation. The report details the potential financial implications for certain executive officers considered as 'Affected Executives', highlighting that they may be entitled to payments viewed as 'excess parachute payments' under specific tax regulations. To address these concerns, each Affected Executive has entered into a Repayment Agreement that allows for the acceleration of certain payments into 2024 subject to conditions, including the signing of a release of claims. Specific financial terms were outlined, including bonus amounts for executives Bruce Lee ($696,500), Kevin Thompson ($400,000), Jay Kim ($1,024,922), and Kevin Quinn ($1,122,326). These agreements detail contingencies under which the accelerated payments must be repaid, emphasizing conditions tied to employment termination and compliance with existing agreements. The complete text of these agreements is attached as exhibits.

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