UMB Financial Corporation has completed its acquisition of Heartland Financial USA, Inc. (HTLF) as of January 31, 2025. The merger was executed through an agreement dated April 28, 2024, wherein UMB’s wholly owned subsidiary, Blue Sky Merger Sub Inc., merged with HTLF, making HTLF a wholly owned subsidiary of UMB. Subsequently, HTLF was fully absorbed into UMB, and HTLF Bank was merged into UMB Bank, National Association.
Under the merger terms, HTLF shareholders received 0.55 shares of UMB common stock for each HTLF common share they held. HTLF's preferred shares were converted into newly created UMB preferred stock with equivalent terms. The transaction involved issuing approximately 24 million UMB common shares.
Following the merger:
- The UMB Board expanded to 16 members, integrating five former HTLF directors.
- HTLF's financial obligations, including subordinated debt and trust-preferred securities, were assumed by UMB.
- UMB amended its Articles of Incorporation to increase authorized shares from 80 million to 160 million.
- HTLF common and preferred stock was delisted from Nasdaq and deregistered with the SEC.
UMB also announced its intent to physically settle previously arranged forward sale agreements totaling 3.22 million shares, expecting to raise approximately $231.8 million.