UMB will have approximately $66 billion in
assets, elevating it to the top 4% of publicly traded U.S.
banks
UMB Financial Corporation (Nasdaq: UMBF) and Heartland Financial
USA, Inc. (Nasdaq: HTLF) are pleased to share that the necessary
regulatory approvals from the Office of the Comptroller of the
Currency and the Board of Governors of the Federal Reserve System
have been received to complete the previously announced acquisition
of HTLF. These approvals follow shareholder approvals for both
companies.
“Receiving regulatory approvals is another milestone in
completing this historic acquisition,” said Mariner Kemper,
chairman and chief executive officer of UMB Financial Corporation.
“We remain extremely excited about this momentous expansion of our
core services and capabilities, which will benefit both UMB and
HTLF customers. As we’ve previously shared, HTLF’s like-minded
culture and customer approach are an ideal fit for our business
model, our credit and risk profiles, and our associates, customers
and communities.”
The acquisition is expected to close on or around Jan. 31,
2025.
“We’re pleased this step in the process has been completed,”
said Bruce K. Lee, president and chief executive officer of HTLF.
“Our complementary strengths ensure we’ll continue delivering the
best products, services and expertise to our customers.”
Upon closing, UMB will have approximately $66 billion in assets
(based on assets as of Sept. 30, 2024), elevating it to the top 4%
of the 599 publicly traded banks in the U.S. The transaction will
increase UMB’s private wealth management AUM/AUA by 31% and nearly
doubles its retail deposit base. It will also expand UMB’s presence
from eight to 13 states.
UMB is deeply invested in the communities in which it does
business, providing support through products, services, and
investments as well as corporate and associate giving. UMB is
committed to being a strong financial steward and is finalizing its
Community Benefits Agreement, which will detail how it will provide
support throughout its newly expanded footprint. Specific details
will be shared upon close or when the plan is finalized.
Finally, five HTLF board members will join the UMB Financial
Corporation Board of Directors after final approval by the UMBF
Board at acquisition close: John Schmidt, Bradley (Brad) Henderson,
Jennifer (Jenny) Hopkins, Margaret Lazo and Susan Murphy. With
these additions, the UMBF Board will grow to 16 board members.
“We’re excited to add these extremely talented individuals to
our Board and look forward to working with them in 2025 and
beyond,” Kemper said.
John Schmidt has served as the independent Chairman of
the HTLF Board since March 15, 2022. He has been the senior vice
president and chief financial officer (CFO) of A.Y. McDonald
Industries since 2013 and was named corporate secretary in
2014.
Brad Henderson is the chief executive officer of P33, a
nonprofit organization focused on inclusively driving Chicago’s
global technology leadership, where he has served since July
2019.
Jenny Hopkins has been a managing partner at Crescendo
Capital, a private investment firm for early-stage companies, since
2007.
Margaret Lazo is a senior operating consultant at
Cerberus Capital Management, a global private equity firm, where
she is engaged in human capital initiatives across its portfolio
companies.
Susan Murphy has served as the chairperson of the HTLF
Audit Committee since April 5, 2022. She has been a Principal at
The Grace Alliance, LLC in Denver since 2005, which assists
individuals and families in developing and maintaining financial
strategies for the future.
The transaction closure is still subject to satisfaction or
waiver of the remaining customary closing conditions.
About UMB:
UMB Financial Corporation (Nasdaq: UMBF) is a financial services
company headquartered in Kansas City, Missouri. UMB offers
commercial banking, which includes comprehensive deposit, lending
and investment services, personal banking, which includes wealth
management and financial planning services, and institutional
banking, which includes asset servicing, corporate trust solutions,
investment banking, and healthcare services. UMB operates branches
throughout Missouri, Illinois, Colorado, Kansas, Oklahoma,
Nebraska, Arizona and Texas. As the company’s reach continues to
grow, it also serves business clients nationwide and institutional
clients in several countries. For more information, visit UMB.com,
UMB Blog, UMB Facebook and UMB LinkedIn.
About HTLF
Heartland Financial USA, Inc., is a Denver, Colorado-based bank
holding company operating under the brand name HTLF, with assets of
$18.27 billion as of September 30, 2024. HTLF's banks serve
customers in the West, Southwest and Midwest regions. HTLF is
committed to serving the banking needs of privately owned
businesses, their owners, executives and employees. Our core
commercial business is supported by a strong retail banking
operation, in addition to a diversified line of financial services
including treasury management, wealth management and investments.
Additional information is available at www.htlf.com.
Cautionary Note Regarding Forward-Looking Statements
This joint press release contains “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Rule 175 promulgated thereunder, and Section 21E of
the Securities Exchange Act of 1934, as amended, and Rule 3b-6
promulgated thereunder, which statements involve inherent risks and
uncertainties. Any statements about UMB’s, HTLF’s or the combined
company’s plans, objectives, expectations, strategies, beliefs, or
future performance or events constitute forward-looking statements.
Such statements are generally identified as those that include
words or phrases such as “believes,” “expects,” “anticipates,”
“plans,” “trend,” “objective,” “continue,” or similar expressions
or future or conditional verbs such as “will,” “would,” “should,”
“could,” “might,” “may,” or similar expressions. Forward-looking
statements involve known and unknown risks, uncertainties,
assumptions, estimates, and other important factors that change
over time and could cause actual results to differ materially from
any results, performance, or events expressed or implied by such
forward-looking statements. Such forward-looking statements include
but are not limited to statements about the benefits of the
previously announced business combination transaction between UMB
and HTLF (the “Transaction”), including future financial and
operating results, the combined company’s plans, objectives,
expectations and intentions, and other statements that are not
historical facts.
These forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially
from those projected. In addition to factors previously disclosed
in UMB’s and HTLF’s reports filed with the United States Securities
and Exchange Commission (the “SEC”), the following factors, among
others, could cause actual results to differ materially from
forward-looking statements or historical performance: the
occurrence of any event, change, or other circumstance that could
give rise to the right of one or both of the parties to terminate
the definitive merger agreement between UMB and HTLF; the outcome
of any legal proceedings that may be instituted against UMB or
HTLF; the possibility that the Transaction does not close when
expected or at all because the remaining conditions to closing are
not satisfied on a timely basis or at all; the risk that the
benefits from the Transaction may not be fully realized or may take
longer to realize than expected, including as a result of changes
in, or problems arising from, general economic and market
conditions, interest and exchange rates, monetary policy, laws and
regulations and their enforcement, and the degree of competition in
the geographic and business areas in which UMB and HTLF operate;
the ability to promptly and effectively integrate the businesses of
UMB and HTLF; the possibility that the Transaction may be more
expensive to complete than anticipated, including as a result of
unexpected factors or events; reputational risk and potential
adverse reactions of UMB’s or HTLF’s customers, employees or other
business partners, including those resulting from the announcement
or completion of the Transaction; the dilution caused by UMB’s
issuance of additional shares of its capital stock in connection
with the Transaction; and the diversion of management’s attention
and time from ongoing business operations and opportunities on
merger-related matters.
These factors are not necessarily all of the factors that could
cause UMB’s, HTLF’s or the combined company’s actual results,
performance, or achievements to differ materially from those
expressed in or implied by any of the forward-looking statements.
Other factors, including unknown or unpredictable factors, also
could harm UMB’s, HTLF’s or the combined company’s results.
All forward-looking statements attributable to UMB, HTLF, or the
combined company, or persons acting on UMB’s or HTLF’s behalf, are
expressly qualified in their entirety by the cautionary statements
set forth above. Forward-looking statements speak only as of the
date they are made and UMB and HTLF do not undertake or assume any
obligation to update publicly any of these statements to reflect
actual results, new information or future events, changes in
assumptions, or changes in other factors affecting forward-looking
statements, except to the extent required by applicable law. If UMB
or HTLF update one or more forward-looking statements, no inference
should be drawn that UMB or HTLF will make additional updates with
respect to those or other forward-looking statements. Further
information regarding UMB, HTLF and factors which could affect the
forward-looking statements contained herein can be found in UMB’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2023 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000101382/000095017024018456/umbf-20231231.htm)
and its subsequent Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K, and its other filings with the SEC, in HTLF’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2023
(and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/920112/000092011224000026/htlf-20231231.htm),
and its subsequent Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and its other filings with the SEC, and the risks
described in UMB’s definitive joint proxy statement/prospectus
related to the Transaction, which was filed with the SEC on July 5,
2024 (and which is available at
https://www.sec.gov/Archives/edgar/data/101382/000119312524175612/d771152d424b3.htm).
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250110166743/en/
UMB Media Contact: Stephanie Hague Stephanie.Hague@umb.com
816.729.1027
HTLF Media Contact: Ryan Lund rlund@htlf.com 952.746.0439
UMB Financial (NASDAQ:UMBF)
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UMB Financial (NASDAQ:UMBF)
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