M&A - UMB FINANCIAL CORP

Form Type: 8-K/A

Filing Date: 2025-04-14

Corporate Action: Merger

Type: Update

Accession Number: 000119312525079595

Filing Summary: On April 14, 2025, UMB Financial Corporation filed Amendment No. 2 to its Current Report on Form 8-K/A reflecting updates related to the previously announced merger with Heartland Financial USA, Inc., which was completed on January 31, 2025. This amendment corrects the value of certain acquired assets that were previously misallocated to goodwill and provides additional information regarding certain purchase adjustments. The filing includes the incorporation of financial statements and pro forma financial information related to HTLF as mandated by the SEC, which must be filed within 71 days of the initial report. UMB’s earlier filings included the unaudited pro forma combined balance sheet and statement of income for the year ending December 31, 2024, which are not to be construed as actual results or projections for the company’s future financial performance.

Form Type: 8-K/A

Filing Date: 2025-04-11

Corporate Action: Merger

Type: Update

Accession Number: 000119312525078467

Filing Summary: On April 11, 2025, UMB Financial Corporation filed an amendment to its earlier 8-K, originally submitted on February 3, 2025, concerning the completion of a merger with Heartland Financial USA, Inc. The merger was consummated on January 31, 2025, following the Agreement and Plan of Merger dated April 28, 2024. The amendment includes financial information required under Items 9.01(a) and 9.01(b) of Form 8-K, providing details about the financial statements of the business acquired and pro forma financial information. It references the audited consolidated balance sheets of Heartland for the years ended December 31, 2024, and 2023, as well as pro forma financial information extending to the combined entity's financials post-merger, ensuring all disclosures related to the merger remain consistent with the initial report.

Form Type: 8-K

Filing Date: 2025-02-03

Corporate Action: Merger

Type: New

Accession Number: 000119312525018885

Filing Summary: On January 31, 2025, UMB Financial Corporation completed its merger with Heartland Financial USA, Inc., following the Merger Agreement dated April 28, 2024. In this complex transaction, Heartland's subsidiary merged with UMB's subsidiary, making Heartland a wholly owned subsidiary of UMB. Following this, Heartland also merged into UMB, solidifying UMB’s position as the surviving entity. Subsequent to this, Heartland's banking subsidiary merged into UMB Bank, establishing it as the surviving bank. An exchange ratio of 0.55 shares of UMB common stock was set for each share of Heartland’s common stock. The merger resulted in significant leadership changes, with UMB's board expanding to include directors from Heartland. Furthermore, UMB amended its articles of incorporation to double the number of authorized shares of its common stock and set forth provisions for a new series of preferred stock. HTLF's common and preferred stock will be delisted from Nasdaq due to the merger. The total consideration for the merger was approximately 24 million shares of UMB Common Stock, which has been registered under the Securities Act. UMB also filed a press release announcing the closing of the merger.

Form Type: S-8

Filing Date: 2025-02-03

Corporate Action: Merger

Type: New

Accession Number: 000095010325001331

Filing Summary: UMB Financial Corporation is filing a registration statement on Form S-8 to register 1,130,132 shares of its common stock related to equity awards under the Heartland Financial USA, Inc. Long-Term Incentive Plans. These awards were assumed by UMB during the merger with Heartland Financial USA, Inc., which was formalized on April 28, 2024. The registration covers awards previously granted under the HTLF Stock Plans, which included restricted stock units, performance stock units, and stock options. The number of shares is based on an exchange ratio of 0.5500, applied to the originally granted HTLF awards. This filing indicates significant corporate restructuring resulting from the merger, which was structured to maintain the terms of existing awards while transitioning them to UMB’s stock framework.

Form Type: 8-K

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525004422

Filing Summary: UMB Financial Corporation and Heartland Financial USA, Inc. announced that they have received all necessary regulatory approvals to complete their previously announced mergers along with their respective banking subsidiaries, as per the Agreement and Plan of Merger dated April 28, 2024. The organizations expect to finalize the mergers around January 31, 2025, pending any remaining customary closing conditions. This merger has been publicly communicated via a joint press release issued on January 10, 2025, confirming that necessary approvals have been granted and marking a significant step in the merger process.