8-K
filed February 3, 2025, 6:59 PM ET
ticker UMBF
CIK 0000101382
M&A
confidence high
sentiment positive
materiality 0.80
UMB FINANCIAL CORP (UMBF): M&A transaction — UMB closes acquisition of Heartland Financial; assets rise to ~$68B, footprint expands to 13 states
UMB FINANCIAL CORP
- UMB issued ~24M shares of common stock to HTLF shareholders at 0.55x exchange ratio.
- Total assets increase to ~$68B (Dec 31, 2024 pro forma) with addition of 104 branches and 115 ATMs.
- Private wealth management AUM/AUA increases by 32%; geographic footprint expands from 8 to 13 states.
- Five HTLF directors join UMB board, increasing board size to 16.
- UMB to fully settle forward sale agreement in Q1 2025 for net proceeds of ~$231.8M.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.97
UMB FINANCIAL CORP incurred senior notes of $150,000,000 aggregate principal amount of 2.75% fixed-to-floating rate subordinated notes due September 15, 2031 with Heartland Financial USA, Inc. at 2.75% fixed-to-floating rate maturing September 15, 2031.
- Instrument
- senior notes
- Principal
- $150,000,000 aggregate principal amount of 2.75% fixed-to-floating rate subordinated notes due September 15, 2031
- Counterparty
- Heartland Financial USA, Inc.
- Rate
- 2.75% fixed-to-floating rate
- Maturity
- September 15, 2031
- Event
- incurrence
Exact text from the filing
the Company also assumed all of HTLF’s obligations as required by that certain Indenture, dated as of December 17, 2014, as supplemented by that certain Second Supplemental Indenture, dated as of September 8, 2021 (collectively, the “Indenture”), with respect to HTLF’s $150,000,000 aggregate principal amount of 2.75% fixed-to-floating rate subordinated notes due September 15, 2031 (the “2031 Notes”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jennifer Hopkins was appointed as Director at UMB FINANCIAL CORP.
- Action
- appointed
- Role
- Director
Exact text from the filing
The five former directors of HTLF mutually agreed by UMB and HTLF, each of whom previously served as a member of the board of directors of HTLF immediately prior to the Merger and was appointed by the Board to fill the vacancies resulting from the increase in the size of the Board referred to above, in each case effective as of the Effective Time, are as follows: John Schmidt, Jennifer Hopkins, Susan Murphy, Margaret Lazo and Brad Henderson (collectively, the “New Directors”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Margaret Lazo was appointed as Director at UMB FINANCIAL CORP.
- Action
- appointed
- Role
- Director
Exact text from the filing
The five former directors of HTLF mutually agreed by UMB and HTLF, each of whom previously served as a member of the board of directors of HTLF immediately prior to the Merger and was appointed by the Board to fill the vacancies resulting from the increase in the size of the Board referred to above, in each case effective as of the Effective Time, are as follows: John Schmidt, Jennifer Hopkins, Susan Murphy, Margaret Lazo and Brad Henderson (collectively, the “New Directors”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Schmidt was appointed as Director at UMB FINANCIAL CORP.
- Action
- appointed
- Role
- Director
Exact text from the filing
The five former directors of HTLF mutually agreed by UMB and HTLF, each of whom previously served as a member of the board of directors of HTLF immediately prior to the Merger and was appointed by the Board to fill the vacancies resulting from the increase in the size of the Board referred to above, in each case effective as of the Effective Time, are as follows: John Schmidt, Jennifer Hopkins, Susan Murphy, Margaret Lazo and Brad Henderson (collectively, the “New Directors”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brad Henderson was appointed as Director at UMB FINANCIAL CORP.
- Action
- appointed
- Role
- Director
Exact text from the filing
The five former directors of HTLF mutually agreed by UMB and HTLF, each of whom previously served as a member of the board of directors of HTLF immediately prior to the Merger and was appointed by the Board to fill the vacancies resulting from the increase in the size of the Board referred to above, in each case effective as of the Effective Time, are as follows: John Schmidt, Jennifer Hopkins, Susan Murphy, Margaret Lazo and Brad Henderson (collectively, the “New Directors”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Susan Murphy was appointed as Director at UMB FINANCIAL CORP.
- Action
- appointed
- Role
- Director
Exact text from the filing
The five former directors of HTLF mutually agreed by UMB and HTLF, each of whom previously served as a member of the board of directors of HTLF immediately prior to the Merger and was appointed by the Board to fill the vacancies resulting from the increase in the size of the Board referred to above, in each case effective as of the Effective Time, are as follows: John Schmidt, Jennifer Hopkins, Susan Murphy, Margaret Lazo and Brad Henderson (collectively, the “New Directors”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
UMB FINANCIAL CORP: UMB filed a certificate of amendment to increase authorized shares of common stock from 80,000,000 to 160,000,000, effective January 31, 2025 (effective 2025-01-31).
- Change
- charter amendment
- Effective
- 2025-01-31
Exact text from the filing
UMB’s articles of incorporation were amended to increase the number of authorized shares of UMB Common Stock from 80,000,000 shares to 160,000,000 shares (the “Articles Amendment”
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
UMB FINANCIAL CORP: UMB filed a Certificate of Designation to establish the terms of UMB Preferred Stock on January 31, 2025 (effective 2025-01-31).
- Change
- charter amendment
- Effective
- 2025-01-31
Exact text from the filing
On January 31, 2025, UMB filed a Certificate of Designation to its Articles of Incorporation with the Secretary of State of the State of Missouri, establishing the terms of the UMB Preferred Stock.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
UMB FINANCIAL CORP completed an acquisition involving Heartland Financial USA, Inc. for 0.55 shares of UMB Common Stock per share of HTLF Common Stock (closed 2025-01-31).
- Action
- acquisition
- Counterparty
- Heartland Financial USA, Inc.
- Consideration
- 0.55 shares of UMB Common Stock per share of HTLF Common Stock
- Closing
- 2025-01-31
Exact text from the filing
HTLF (“HTLF Common Stock”) issued and outstanding immediately prior to the Effective Time, other than certain shares held by UMB or HTLF, was converted into the right to receive 0.55 shares (the “Exchange Ratio,” and such shares, the “Merger Consideration”) of common stock, $1.00 par value, of UMB (“UMB Common Stock”), (ii) each share of 7.00% Fixed-Rate Reset
View on SEC.gov
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