UMB Financial to acquire Heartland Financial in stock merger; exchange ratio 0.55

UMB FINANCIAL CORP

UMB Financial to acquire Heartland Financial in a stock merger; each HTLF share exchanged for 0.55 UMBF shares.
Combined board expands to 16 directors, with 5 from HTLF.
To fund the deal, UMBF entered a forward sale agreement for 2.8M shares at $72 each, with an option for 420k more.
Transaction subject to regulatory approvals (Fed, OCC), shareholder votes, and termination fee of $70M.
HTLF CEO Bruce K. Lee (0.02% stake) agreed to vote his shares in favor.

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

UMB FINANCIAL CORP entered into Agreement and Plan of Merger with Heartland Financial USA, Inc. and Blue Sky Merger Sub Inc. (effective 2024-04-28).

Action: entry
Agreement: merger
Counterparty: Heartland Financial USA, Inc. and Blue Sky Merger Sub Inc.
Effective: 2024-04-28

Exact text from the filing

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

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319 material agreements filed in the last 30 days. Browse all material agreements →

UMB FINANCIAL CORP filing history →

Source: SEC EDGAR

accession 0001193125-24-120054

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