M&A - UMB FINANCIAL CORP

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.

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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.

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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.

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