HTLF and UMB announce merger; HTLF shareholders to receive 0.55 UMB shares per HTLF share

HEARTLAND FINANCIAL USA INC

Each HTLF common share converts into 0.55 UMB common shares; HTLF preferred converts into new UMB preferred series.
Two-step merger: HTLF first into UMB subsidiary, then into UMB; bank subsidiary merger follows.
Combined board of 16 directors: 11 from UMB, 5 from HTLF.
Termination fee of $70 million payable by either party under specified circumstances.
Regulatory approvals needed from Fed and OCC; shareholder votes required from both HTLF and UMB.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

HEARTLAND FINANCIAL USA INC entered into Agreement and Plan of Merger with UMB Financial Corporation (effective 2024-04-28).

Action: entry
Agreement: merger
Counterparty: UMB Financial Corporation
Effective: 2024-04-28

Exact text from the filing

On April 28, 2024 (the “Signing Date”), Heartland Financial USA, Inc., a Delaware corporation (“HTLF”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with UMB Financial Corporation, a Missouri corporation (“UMB”) and Blue Sky Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of UMB (“Blue Sky Merger Sub”).

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Source: SEC EDGAR

accession 0001140361-24-022730

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