SEC Form S-4 filed by UMB Financial Corporation

As filed with the Securities and Exchange Commission on June 13, 2024

Registration No. 333-    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

UMB FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Missouri		6021		43-0903811
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)
		1010 Grand Boulevard Kansas City, Missouri 64106 (816) 860-7000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

 

John C. Pauls Executive Vice President, General Counsel and Secretary 1010 Grand Boulevard Kansas City, Missouri 64106 (816) 860-7000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

 

 

		Copies to:
Lee Hochbaum, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000		Jay L. Kim Heartland Financial USA, Inc. 1800 Larimer Street, Suite 1800 Denver, Colorado 80202 (303) 285-9200		Jacob A. Kling, Esq. Steven R. Green, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon completion of the mergers described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

 

 

 

The information in this joint proxy statement/prospectus is not complete and may be changed. A registration statement relating to the securities described in this joint proxy statement/prospectus has been filed with the U.S. Securities and Exchange Commission. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This joint proxy statement/prospectus does not constitute an offer to sell or the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY-SUBJECT TO COMPLETION-DATED JUNE 13, 2024

 

To the Shareholders of UMB Financial Corporation and the Stockholders of Heartland Financial USA, Inc.

MERGERS PROPOSED—YOUR VOTE IS VERY IMPORTANT

On behalf of the boards of directors of UMB Financial Corporation (“UMB”) and Heartland Financial USA, Inc. (“HTLF”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the proposed acquisition of HTLF by UMB. We are requesting that you take certain actions as a holder of UMB common stock or a holder of HTLF common stock.

The boards of directors of UMB and HTLF have each unanimously approved an agreement for UMB to acquire HTLF. Pursuant to the Agreement and Plan of Merger, dated as of April 28, 2024, among UMB, HTLF and Blue Sky Merger Sub Inc. (“Merger Sub”) (as amended from time to time, the “merger agreement”), (i) Merger Sub will merge with and into HTLF (the “merger”), with HTLF surviving the merger as a wholly-owned subsidiary of UMB (the “surviving entity”) and (ii) immediately following the effective time of the merger (the “effective time”) and as part of a single, integrated transaction, the surviving entity will merge with and into UMB (the “second merger” and, together with the merger, the “mergers”), with UMB surviving the second merger (the “surviving corporation” or “UMB,” as the case may be).

The proposed mergers will leverage the strengths of both organizations, creating a diversified, community-focused banking franchise with a network of more than 180 branches across 13 states. We believe the mergers will position the surviving corporation as a premier banking institution, with increased scale, an expanded geographic footprint and an enhanced platform for future growth. In addition, we believe that the surviving corporation will benefit from the talented management teams, similar core values and strong commitments to serving their customers and communities of both UMB and HTLF.

In the merger, holders of HTLF common stock will receive 0.5500 shares (the “exchange ratio” and such shares, the “merger consideration”) of UMB common stock for each share of HTLF common stock they own. Holders of UMB common stock will continue to own their existing shares of UMB common stock. Based on the closing price of UMB common stock on the Nasdaq Global Select Market (the “Nasdaq”) on April 26, 2024, the last trading day before public announcement of the mergers, the exchange ratio represented approximately $45.74 in value for each share of HTLF common stock. Based on the closing price of UMB common stock on the Nasdaq on [    ], 2024, the last practicable trading day before the date of the accompanying joint proxy statement/prospectus, of $[   ], the exchange ratio represented approximately $[   ] in value for each share of HTLF common stock. The value of HTLF common stock at the closing date of the mergers (the “closing date”) could be greater than, less than or the same as the value of UMB common stock on the date of the accompanying joint proxy statement/prospectus. We urge you to obtain current market quotations of UMB common stock (trading symbol “UMBF”) and HTLF common stock (trading symbol “HTLF”).

In addition, in the mergers, each share of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E, par value $1.00 per share, of HTLF (“HTLF preferred stock”) will be converted into the right to receive a share of a newly created series of preferred stock of UMB, par value $0.01 per share, with such rights, preferences, privileges and powers as set forth in the Certificate of Designation attached to the merger agreement (the “new UMB preferred stock”). Each HTLF depositary share representing a 1/400th interest in a share of HTLF preferred stock will become a new UMB depositary share and will represent a 1/400th interest in a share of new UMB preferred stock. The HTLF depositary shares representing a 1/400th interest in a share of HTLF preferred stock are currently listed on the Nasdaq under the symbol “HTLFP.” The new UMB depositary shares representing a 1/400th interest in a share of new UMB preferred stock are expected to be listed on the Nasdaq upon the closing date.

We expect that the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Accordingly, holders of HTLF common stock and HTLF preferred stock generally will not recognize any gain or loss for federal income tax purposes on the exchange of shares of HTLF common stock for UMB common stock and shares of HTLF preferred stock for new UMB preferred stock in the mergers, except with respect to any cash received instead of fractional shares of UMB common stock.

Based on the current number of shares of HTLF common stock outstanding and reserved for issuance, UMB expects to issue approximately [   ] million shares of UMB common stock in the merger. Following the completion of the merger, former holders of HTLF common stock will own approximately thirty-one percent (31%) and existing holders of UMB common stock will own approximately sixty-nine percent (69%) of the common stock of the surviving corporation.

The special meeting of holders of UMB common stock will be held on [   ], 2024 virtually via the Internet, at [   ], at [   ], Central Time. The special meeting of holders of HTLF common stock will be held on [   ], 2024 virtually via the Internet, at [   ], at [   ], Mountain Time. At our respective special meetings, in addition to other business, UMB will ask its shareholders to (i) approve the issuance of UMB common stock to holders of HTLF common stock pursuant to the merger agreement and (ii) an amendment to the UMB articles of incorporation (the “UMB articles amendment proposal”) to effect an increase in the number of authorized shares of UMB’s common stock, and HTLF will ask its stockholders to approve the adoption of the merger agreement and the transactions contemplated thereby (the “HTLF merger

 

 

proposal”). Information about these meetings and the mergers is contained in the accompanying joint proxy statement/prospectus. In particular, see the section entitled “Risk Factors” beginning on page 28. We urge you to read the accompanying joint proxy statement/prospectus carefully and in its entirety.

Holders of HTLF preferred stock and holders of depositary shares representing a 1/400th interest in a share of HTLF preferred stock are not entitled to, and are not requested to, vote at the HTLF special meeting.

Whether or not you plan to attend your special meeting, please vote as soon as possible to make sure that your shares are represented at the meeting. If you do not vote, it will have the same effect as voting “AGAINST” the HTLF merger proposal and the UMB articles amendment proposal, as applicable.

Each of our boards of directors unanimously recommends that holders of common stock vote “FOR” each of the proposals to be considered at the respective meetings. We strongly support this combination of our companies and join our boards of directors in their recommendations.

 

J. Mariner Kemper Chairman of the Board and Chief Executive Officer UMB Financial Corporation		Bruce K. Lee President and Chief Executive Officer Heartland Financial USA, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the mergers or determined if this document is accurate or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in the mergers are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either UMB or HTLF, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The accompanying joint proxy statement/prospectus is dated [   ], 2024, and is first being mailed to holders of UMB common stock and holders of HTLF common stock on or about [   ], 2024.

UMB Financial Corporation

1010 Grand Boulevard

Kansas City, Missouri 64106

Notice of Special Meeting of Shareholders

To the Shareholders of UMB Financial Corporation:

On April 28, 2024, UMB Financial Corporation (“UMB”), Heartland Financial USA, Inc. (“HTLF”) and Blue Sky Merger Sub Inc. (“Merger Sub”) entered into an Agreement and Plan of Merger (as amended from time to time, the “merger agreement”), a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus.

NOTICE IS HEREBY GIVEN that a special meeting of holders of common stock, par value $1.00 per share, of UMB (“UMB common stock” and such meeting, the “UMB special meeting”) will be held on [     ], 2024 virtually via the Internet, at [     ] (the “UMB special meeting website”), at [     ] Central Time. We are pleased to notify you of and invite you to the UMB special meeting.

At the UMB special meeting, you will be asked to consider and vote on the following matters:

 

•

Proposal to approve an amendment to the UMB articles of incorporation to increase the number of authorized shares of UMB common stock from eighty million (80,000,000) shares to one hundred sixty million (160,000,000) shares (the “UMB articles amendment” and such proposal, the “UMB articles amendment proposal”);

 

•

Proposal to approve the issuance of UMB common stock to holders of HTLF common stock pursuant to the merger agreement (the “UMB share issuance” and such proposal, the “UMB share issuance proposal”); and

 

•

Proposal to adjourn or postpone the UMB special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes to approve the UMB articles amendment proposal or the UMB share issuance proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of UMB common stock (the “UMB adjournment proposal”).

The UMB board of directors has fixed the close of business on [    ], 2024 as the record date for the UMB special meeting. Only holders of record of UMB common stock as of the close of business on the record date for the UMB special meeting are entitled to notice of, and to vote at, the UMB special meeting or any adjournment or postponement thereof.

The UMB board of directors unanimously recommends that holders of UMB common stock vote “FOR” the UMB articles amendment proposal, “FOR” the UMB share issuance proposal and “FOR” the UMB adjournment proposal.

UMB has determined that holders of UMB common stock are not entitled to appraisal or dissenters’ rights with respect to the mergers contemplated under the merger agreement under Section 351.455 of the General and Business Corporation Law of Missouri (“Missouri law”).

Your vote is important. We cannot complete the transactions contemplated by the merger agreement unless holders of UMB common stock approve the UMB articles amendment proposal and the UMB share issuance proposal. The affirmative vote of two-thirds of the voting power of the issued and outstanding shares of

UMB common stock entitled to vote at the UMB special meeting is required to approve the UMB articles amendment proposal. The affirmative vote of a majority of the votes cast by holders of shares of UMB common stock present in person or represented by proxy and entitled to vote at the UMB special meeting is required to approve the UMB share issuance proposal.

Each copy of the joint proxy statement/prospectus mailed to holders of UMB common stock is accompanied by a form of proxy card with instructions for voting.

Whether or not you plan to attend the UMB special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker, trustee or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker, trustee or other nominee.

The joint proxy statement/prospectus of which this notice is part provides a detailed description of the merger agreement, the mergers contemplated thereby and the other matters to be considered at the UMB special meeting. A summary of the merger agreement is included in the joint proxy statement/prospectus in the sections entitled “The Mergers” and “The Transaction Agreements—Description of the Merger Agreement”, and a copy of the merger agreement is attached as Annex A to the joint/proxy statement prospectus, each of which are incorporated by reference into this notice to the same extent as if fully set forth herein. We encourage you to carefully read this joint proxy statement/prospectus (including the annexes thereto) and any other documents incorporated by reference herein in their entirety.

If you have any questions regarding the accompanying joint proxy statement/prospectus, you may contact Okapi Partners LLC, UMB’s proxy solicitor, by calling toll-free at (844) 343-2623, or for banks and brokers, collect at (212) 297-0720.

 

[     ], 2024

Heartland Financial USA, Inc.

1800 Larimer Street, Suite 1800

Denver, Colorado 80202

Notice of Special Meeting of Stockholders

To the Stockholders of Heartland Financial USA, Inc.:

On April 28, 2024, Heartland Financial USA, Inc. (“HTLF”), UMB Financial Corporation (“UMB”) and Blue Sky Merger Sub Inc., a wholly-owned subsidiary of UMB, entered into an Agreement and Plan of Merger (as amended from time to time, the “merger agreement”), a copy of which is attached as Annex A to the joint/proxy statement prospectus of which this notice is a part, pursuant to which, through two successive mergers, HTLF will merge with and into UMB (collectively, the “mergers”).

NOTICE IS HEREBY GIVEN that a special meeting of holders of HTLF common stock (the “HTLF special meeting”) will be held virtually on [   ], 2024, at [   ] Mountain Time (unless it is adjourned or postponed to a later date). The HTLF special meeting will be held exclusively online via webcast. You will be able to attend the HTLF special meeting by visiting [   ] (the “HTLF special meeting website”) and using the 16-digit control number included in your proxy card or the voting instruction form provided by your bank, broker, trustee, nominee or other holder of record if you hold your shares of HTLF common stock in “street name.” You will be able to vote your shares electronically over the Internet during the meeting by logging in to the HTLF special meeting website and using the control number. We are pleased to notify you of and invite you to the HTLF special meeting.

At the HTLF special meeting, you will be asked to consider and vote on the following matters:

 

•

Proposal to approve and adopt the merger agreement and the transactions contemplated thereby (the “HTLF merger proposal”);

 

•

Proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to HTLF’s named executive officers that is based on or otherwise relates to the mergers (the “HTLF compensation proposal”); and

 

•

Proposal to adjourn or postpone the HTLF special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes to approve the HTLF merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of HTLF common stock (the “HTLF adjournment proposal”).

The HTLF board of directors has fixed the close of business on [   ], 2024 as the record date for the HTLF special meeting. Only holders of record of HTLF common stock as of the close of business on the record date for the HTLF special meeting are entitled to notice of, and to vote at, the HTLF special meeting or any adjournment or postponement thereof.

The HTLF board of directors unanimously recommends that holders of HTLF common stock vote “FOR” the HTLF merger proposal, “FOR” the HTLF compensation proposal and “FOR” the HTLF adjournment proposal.

HTLF has determined that holders of HTLF common stock are not entitled to appraisal or dissenters’ rights with respect to the mergers under Section 262 of the Delaware General Corporation Law.

Your vote is important, regardless of the number of shares you own. We cannot complete the transactions contemplated by the merger agreement unless the holders of HTLF common stock approve the HTLF merger proposal. The affirmative vote of the holders of a majority of the outstanding shares of HTLF common stock entitled to vote thereon at the HTLF special meeting is required to approve the HTLF merger proposal.

Each copy of the joint proxy statement/prospectus mailed to HTLF common stockholders is accompanied by a form of proxy card with instructions for voting.

Whether or not you plan to attend the HTLF special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker, trustee or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker, trustee or other nominee.

The joint proxy statement/prospectus of which this notice is a part provides a detailed description of the mergers, the merger agreement and the other matters to be considered at the HTLF special meeting. A summary of the merger agreement is included in the joint proxy statement/prospectus in the sections entitled “The Mergers” and “The Transaction Agreements—Description of the Merger Agreement,” and a copy of the merger agreement is attached as Annex A to the joint/proxy statement prospectus, each of which are incorporated by reference into this notice to the same extent as if fully set forth herein. We encourage you to carefully read this joint proxy statement/prospectus (including the annexes thereto) and any other documents incorporated by reference herein in their entirety.

If you have any questions regarding the accompanying joint proxy statement/prospectus, you may contact HTLF’s proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Stockholders Call Toll-Free: +1 (800) 207-2872

Banks and Brokers Call: +1 (212) 493-6952

By Email: [email protected]

 

[   ], 2024

ADDITIONAL INFORMATION

As permitted by the rules of the Securities and Exchange Commission (the “SEC”), this joint proxy statement/prospectus incorporates important business and financial information about UMB and HTLF from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the SEC website at http://www.sec.gov.

Copies of documents filed by UMB with the SEC are available at the investor relations page of UMB’s website, www.investorrelations.umb.com, and are also available to you free of charge upon your request in writing or by telephone to UMB at the address and telephone number below. Copies of documents filed by HTLF with the SEC are available at the investor relations page of HTLF’s website, www.ir.htlf.com, and are also available to you free of charge upon your request in writing or by telephone to HTLF at the address and telephone number below.

 

•  if you are a UMB shareholder:   UMB Financial Corporation 1010 Grand Boulevard Kansas City, Missouri 64106 (816) 860-7889 Attention: Corporate Secretary		•  if you are a HTLF stockholder:   Heartland Financial USA, Inc. 1800 Larimer Street, Suite 1800 Denver, Colorado 80202 (303) 285-9200 Attention: Corporate Secretary

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must make your request no later than five (5) business days before the date of your applicable special meeting. This means that holders of UMB common stock requesting documents must do so by [    ], 2024, in order to receive them before the UMB special meeting, and holders of HTLF common stock requesting documents must do so by [    ], 2024 in order to receive them before the HTLF special meeting.

See the section of the accompanying joint proxy statement/prospectus entitled “Where You Can Find More Information” for further information. The contents of the websites of the SEC, UMB and HTLF are not being incorporated into this proxy statement/prospectus. This information about how you can obtain certain documents that are being incorporated by reference into this joint proxy statement/prospectus at these websites is being provided only for your convenience.

 

i

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by UMB, constitutes a prospectus of UMB under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of UMB common stock to be issued to holders of HTLF common stock pursuant to the merger agreement. UMB is also issuing shares of new UMB preferred stock to holders of HTLF preferred stock. This joint proxy statement/prospectus also constitutes a proxy statement of each of UMB and HTLF under Section 14(a) the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This joint proxy statement/prospectus also constitutes a notice of meeting with respect to the UMB special meeting and a notice of meeting with respect to the HTLF special meeting.

Except where the context otherwise indicates, information contained in, or incorporated by reference into, this document regarding HTLF has been provided by HTLF and information contained in, or incorporated by reference into, this document regarding UMB and Merger Sub has been provided by UMB.

You should rely only on the information contained in, or incorporated by reference into, this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [    ], 2024, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such incorporated document. Neither the mailing of this joint proxy statement/prospectus to holders of UMB common stock or holders of HTLF common stock nor the issuance by UMB of shares of UMB common stock in connection with the mergers will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

All currency amounts referenced in this proxy statement/prospectus are in U.S. dollars. In this joint proxy statement/prospectus, except as otherwise indicated or the context otherwise requires, references to:

 

•

“BofA Securities” refers to BofA Securities, Inc., financial advisor to UMB;

 

•

“closing” refers to the closing of the mergers;

 

•

“closing date” refers to the date on which the closing occurs;

 

•

“forward sale agreement” refers to the forward sale agreements between UMB and Bank of America, N.A., as forward purchaser, dated as of April 28, 2024 and April 30, 2024, in which the forward purchaser or its affiliates borrowed from third parties an aggregate of 3,220,000 shares of UMB common stock.

 

•

“HTLF” refers to Heartland Financial USA, Inc., a Delaware corporation;

 

•

“HTLF Bank” refers to HTLF Bank, a Colorado state-chartered bank and wholly owned subsidiary of HTLF;

 

•

“HTLF board of directors” refers to the board of directors of HTLF;

 

•

“HTLF bylaws” refers to the Amended and Restated Bylaws of HTLF, dated as of June 14, 2023;

 

•

“HTLF CEO support agreement” refers to the Support Agreement, by and between by and between Bruce K. Lee and UMB Financial Corporation, dated as of April 28, 2024;

 

•

“HTLF certificate of incorporation” refers to the Amended and Restated Certificate of Incorporation of HTLF, dated as of June 14, 2023;

 

ii

•

“HTLF common stock” refers to the common stock, par value $1.00 per share, of HTLF;

 

•

“HTLF depositary shares” refers to the depositary shares representing a 1/400th interest in a share of HTLF preferred stock;

 

•

“HTLF preferred stock” refers to the 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E, par value $1.00 per share, of HTLF;

 

•

“KBW” refers to Keefe, Bruyette & Woods, Inc., financial advisor to HTLF;

 

•

“merger” refers to the merger of Merger Sub with and into HTLF, with HTLF surviving the merger as a wholly-owned subsidiary of UMB as the surviving entity.

 

•

“mergers” refers to the merger and second merger, collectively

 

•

“Merger Sub” refers to Blue Sky Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of UMB;

 

•

“Missouri law” refers to the General Business Corporation Law of Missouri, as amended;

 

•

“new UMB depositary shares” refers to the depositary shares each representing a 1/400th interest in a share of new UMB preferred stock;

 

•

“new UMB preferred stock” refers to the 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, of UMB, having the terms set forth on Annex C to this joint proxy statement/prospectus.

 

•

“SEC” refers to the U.S. Securities and Exchange Commission;

 

•

“second merger” refers to the merger of the surviving entity with and into UMB, with UMB surviving the second merger as the surviving corporation.

 

•

“surviving corporation” refers to UMB after HTLF merges into UMB as part of the second merger, with UMB surviving the second merger.

 

•

“surviving entity” refers to HTLF after the merger of Merger Sub into HTLF, with HTLF surviving the merger as a wholly-owned subsidiary of UMB and as the surviving entity of the merger.

 

•

“transactions” refers to the mergers and the other transactions contemplated by the merger agreement;

 

•

“UMB” refers to UMB Financial Corporation, a Missouri corporation;

 

•

“UMB articles of incorporation” refers to the Articles of Incorporation of UMB;

 

•

“UMB Bank” refers to UMB Bank, National Association, a national bank and wholly owned subsidiary of UMB;

 

•

“UMB board of directors” refers to the board of directors of UMB;

 

•

“UMB common stock” refers to the common stock, par value $1.00 per share, of UMB; and

 

•

“UMB CEO support agreement” refers to the Support Agreement, by and between J. Mariner Kemper and Heartland Financial USA, Inc., dated as of April 28, 2024.

 

iii

TABLE OF CONTENTS

 

		Page
ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS			ii
QUESTIONS AND ANSWERS			1
SUMMARY			15
The Parties to the Mergers			15
The Mergers and the Merger Agreement			15
Treatment of HTLF Preferred Stock and HTLF Depositary Shares			16
Treatment of HTLF Equity Awards			17
Treatment of HTLF ESPP			18
Material U.S. Federal Income Tax Consequences of the Mergers			18
UMB’s Reasons for the Mergers; Recommendation of the UMB Board of Directors			18
HTLF’s Reasons for the Mergers; Recommendation of the HTLF Board of Directors			18
Opinion of UMB’s Financial Advisor			19
Opinion of HTLF’s Financial Advisor			19
Appraisal or Dissenters’ Rights in the Mergers			19
Interests of UMB’s Directors and Executive Officers in the Mergers			19
Interests of HTLF’s Directors and Executive Officers in the Mergers			20
Governance of UMB After the Mergers			21
Regulatory Approvals			21
Expected Timing of the Mergers			22
The Transaction Agreements			22
Accounting Treatment			25
The Rights of HTLF’s Stockholders Will Change as a Result of the Mergers			25
Listing of UMB Common Stock and New UMB Preferred Stock; Delisting and Deregistration of HTLF Common Stock and HTLF Preferred Stock			25
The UMB Special Meeting			25
The HTLF Special Meeting			26
Forward Sale Agreement			26
Risk Factors			27
RISK FACTORS			28
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			38
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			40
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER COMMON SHARE DATA			52
THE UMB SPECIAL MEETING			54
Date, Time and Place of the Meeting			54
Matters to Be Considered			54
Recommendation of the UMB Board of Directors			54
Record Date and Quorum			54
Broker Non-Votes			55
Vote Required; Treatment of Abstentions; Broker Non-Votes and Failure to Vote			55
Attending the Special Meeting			56
Proxies			56
Shares Held in Street Name			57
Revocability of Proxies			57
Delivery of Proxy Materials			58
Solicitation of Proxies			58
Assistance			58
UMB PROPOSALS			59
Proposal 1: UMB Articles Amendment Proposal			59

 

iv

		Page
Proposal 2: UMB Share Issuance Proposal			61
Proposal 3: UMB Adjournment Proposal			62
THE HTLF SPECIAL MEETING			63
Date, Time and Place of the HTLF Special Meeting			63
Matters to Be Considered			63
Recommendation of the HTLF Board of Directors			63
Record Date and Quorum			63
Broker Non-Votes			64
Vote Required; Treatment of Abstentions; Broker Non-Votes and Failure to Vote			64
Attending the HTLF Special Meeting			65
Proxies			65
HTLF Common Stock Held in Street Name			66
Revocability of Proxies			66
Householding of HTLF Special Meeting Materials			67
Solicitation of Proxies			67
Assistance			67
HTLF PROPOSALS			68
Proposal 1: HTLF Merger Proposal			68
Proposal 2: HTLF Compensation Proposal			69
Proposal 3: HTLF Adjournment Proposal			70
INFORMATION ABOUT UMB			71
INFORMATION ABOUT HTLF			72
THE MERGERS			73
Terms of the Mergers			73
Background of the Mergers			73
UMB’s Reasons for the Mergers; Recommendation of the UMB Board of Directors			80
Opinion of UMB’s Financial Advisor			83
HTLF’s Reasons for the Mergers; Recommendation of the HTLF Board of Directors			91
Opinion of HTLF’s Financial Advisor			96
Certain Unaudited Prospective Financial Information			108
Interests of UMB’s Directors and Executive Officers in the Mergers			111
Interests of HTLF’s Directors and Executive Officers in the Mergers			111
Governance of UMB After the Mergers			118
Accounting Treatment			118
Regulatory Approvals			118
Treatment of HTLF Preferred Stock and HTLF Depositary Shares			121
Stock Exchange Listings			121
Appraisal or Dissenters’ Rights in the Mergers			121
THE TRANSACTION AGREEMENTS			123
Description of the Merger Agreement			123
Description of the Support Agreements			144
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGERS			145
Tax Consequences of the Mergers Generally			146
Cash Instead of Fractional Shares			146
Information Reporting and Backup Withholding			146
DESCRIPTION OF UMB CAPITAL STOCK			148
UMB Common Stock			148
UMB Preferred Stock			151
UMB Depositary Shares			151
Limitation of Liability and Indemnification of Officers and Directors			152

 

v

		Page
Transfer Agent and Registrar			154
Listing			154
DESCRIPTION OF NEW UMB PREFERRED STOCK			155
UMB Preferred Stock Generally			155
New UMB Preferred Stock			155
Ranking			155
Dividends			155
Redemption			159
Liquidation Rights			160
Voting Rights			161
Preemptive and Conversion Rights			163
Listing			163
Depositary, Transfer Agent, and Registrar			163
Calculation Agent			163
New UMB Depositary Shares			163
COMPARISON OF SHAREHOLDERS’ RIGHTS			164
LEGAL MATTERS			176
EXPERTS			177
DEADLINES FOR SUBMITTING SHAREHOLDER PROPOSALS			178
UMB			178
HTLF			178
WHERE YOU CAN FIND MORE INFORMATION			179

 

Annex A		Agreement and Plan of Merger, dated as of April 28, 2024, by and among Heartland Financial USA, Inc., UMB Financial Corporation and Blue Sky Merger Sub Inc.			A-1
Annex B		Form of UMB Articles Amendment			B-1
Annex C		Form of Certificate of Designation for the UMB Series A Preferred Stock			C-1
Annex D		Support Agreement, by and between J. Mariner Kemper and Heartland Financial USA, Inc., dated as of April 28, 2024			D-1
Annex E		Support Agreement, by and between Bruce K. Lee and UMB Financial Corporation, dated as of April 28, 2024			E-1
Annex F		Opinion of BofA Securities, Inc			F-1
Annex G		Opinion of Keefe, Bruyette & Woods, Inc			G-1

 

vi

QUESTIONS AND ANSWERS

 

Q:	Why am I receiving this joint proxy statement/prospectus?

 

A:

You are receiving this joint proxy statement/prospectus because UMB, HTLF and Merger Sub have entered into an Agreement and Plan of Merger, dated as of April 28, 2024 (as it may be amended from time to time, the “merger agreement”). A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus and is incorporated by reference herein. Under the merger agreement, subject to the satisfaction (or to the extent permitted by law and in accordance with the merger agreement, waiver) of the conditions to the mergers set forth in the merger agreement, (i) Merger Sub will merge with and into HTLF, so that HTLF survives the merger (sometimes referred to in such capacity as the “surviving entity”), and (ii) immediately afterwards and as part of a single, integrated transaction, UMB will cause the surviving entity to be merged with and into UMB, so that UMB is the surviving corporation (sometimes referred to in such capacity as the “surviving corporation”). Following the completion of the mergers, HTLF Bank will merge with and into UMB Bank (the “bank merger” and together with the mergers, the “transactions”), with UMB Bank as the surviving bank (the “surviving bank”).

To complete the mergers, among other things:

 

•

holders of HTLF common stock must approve the merger agreement (the “HTLF merger proposal”);

 

•

holders of UMB common stock must approve the issuance of the shares of UMB common stock constituting the merger consideration pursuant to the merger agreement (the “UMB share issuance” and such proposal the “UMB share issuance proposal”); and

 

•

holders of UMB common stock must approve an amendment to the UMB articles of incorporation to increase the number of authorized shares of UMB common stock from 80,000,000 shares to 160,000,000 shares (the “UMB articles amendment” and such proposal, the “UMB articles amendment proposal”).

UMB is holding a special meeting of holders of UMB common stock (the “UMB special meeting”) to obtain approval of the UMB share issuance proposal and the UMB articles amendment proposal. Holders of UMB common stock will also be asked to approve the proposal to adjourn or postpone the UMB special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes at the time of the UMB special meeting to approve the UMB articles amendment proposal, the UMB share issuance proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to the holders of UMB common stock (the “UMB adjournment proposal”). A copy of the UMB articles amendment is attached as Annex B to this joint proxy statement/prospectus and is incorporated by reference herein.

Concurrently with the execution and delivery of the merger agreement, J. Mariner Kemper, the Chairman of the UMB board of directors and Chief Executive Officer of UMB, entered into a support agreement (the “UMB CEO support agreement”) pursuant to which, among other things, he agreed to vote the shares of UMB common stock he owns and has the sole power to vote or direct the voting of (constituting approximately [     ]% of the voting power represented by issued and outstanding shares of UMB common stock as of [     ], 2024, the record date for the UMB special meeting) in favor of the UMB share issuance proposal and the UMB articles amendment proposal, on the terms and subject to the conditions set forth therein.

Holders of UMB common stock are not entitled to appraisal or dissenters’ rights in connection with the mergers.

 

1

HTLF is holding a special meeting of holders of HTLF common stock (the “HTLF special meeting”) to obtain approval of the HTLF merger proposal. Holders of HTLF common stock will also be asked to (i) approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to HTLF’s named executive officers that is based on or otherwise relates to the mergers (the “HTLF compensation proposal”) and (ii)approve the proposal to adjourn or postpone the HTLF special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes at the time of the HTLF special meeting to approve the HTLF merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to holders of HTLF common stock (the “HTLF adjournment proposal”).

Concurrently with the execution and delivery of the merger agreement, Bruce K. Lee, the President and Chief Executive Officer of HTLF, entered into a support agreement (the “HTLF CEO support agreement” and together with the UMB CEO support agreement, the “support agreements”) pursuant to which, among other things, he agreed to vote the shares of HTLF common stock he owns and has the sole power to vote or direct the voting of (constituting approximately [     ]% of the voting power represented by issued and outstanding shares of HTLF common stock as of [     ], 2024, the record date for the HTLF special meeting) in favor of the HTLF merger proposal, on the terms and subject to the conditions set forth therein.

Holders of HTLF preferred stock are not entitled to, and are not requested to, vote at the HTLF special meeting. Holders of HTLF common stock and HTLF preferred stock are not entitled to appraisal or dissenters’ rights in connection with the mergers. This document is also a prospectus that is being delivered to holders of HTLF common stock because, in connection with the mergers, UMB is offering shares of UMB common stock to holders of HTLF common stock. UMB is also issuing shares of new UMB preferred stock to holders of HTLF preferred stock. Each share of HTLF preferred stock issued and outstanding immediately prior to the effective time will be converted into the right to receive one (1) share of new UMB preferred stock.

This joint proxy statement/prospectus contains important information about the mergers and the proposals being voted on at the UMB special meeting and the HTLF special meeting. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of UMB common stock or HTLF common stock, as applicable, voted by proxy without attending your respective meeting. Your vote is important and we encourage you to submit your proxy as soon as possible.

 

Q:	What will happen in the mergers?

 

A:

In the mergers, (i) Merger Sub will merge with and into HTLF, so that HTLF is the surviving entity, and (ii) immediately afterwards and as part of a single, integrated transaction, UMB will cause HTLF to be merged with and into UMB, so that UMB is the surviving corporation. Each share of HTLF common stock issued and outstanding immediately prior to the effective time of the merger (the “effective time”), other than certain shares held by UMB or HTLF, will be converted into the right to receive 0.5500 shares (the “exchange ratio”) of UMB common stock (and cash in lieu of fractional shares) (the “merger consideration”). Each share of HTLF preferred stock issued and outstanding immediately prior to the effective time will be converted into the right to receive one (1) share of new UMB preferred stock.

After completion of the mergers, HTLF will cease to exist and will no longer be a public company and HTLF common stock and HTLF preferred stock will be delisted from the Nasdaq Global Select Market (“Nasdaq”), deregistered under the Exchange Act and cease to be publicly traded. Holders of UMB common stock will continue to own their existing shares of UMB common stock. See the information provided in the section entitled “The Transaction Agreements—Description of the Merger Agreement—Structure of the Mergers” and the merger agreement attached as Annex A to this joint proxy statement/prospectus for more information about the mergers.

 

2

Q:	When and where will each of the special meetings take place?

 

A:	The UMB special meeting will be held virtually via the UMB special meeting website, which can be accessed at [    ], on [     ], 2024 at [    ] Central Time.

The HTLF special meeting will be held virtually via the HTLF special meeting website, which can be accessed at [    ], on [     ], 2024 at [    ] Mountain Time.

Even if you plan to attend the UMB special meeting or the HTLF special meeting, as applicable, UMB and HTLF each recommend that you vote your shares in advance as described below so that your vote will be counted even if you later decide not to or become unable to attend the applicable special meeting. 

 

Q:	What matters will be considered at each of the special meetings?

 

A:	At the UMB special meeting, holders of UMB common stock will be asked to consider and vote on the following proposals:

 

•

Proposal 1: the UMB share issuance proposal: approval of the issuance of the shares of UMB common stock constituting the merger consideration pursuant to the merger agreement;

 

•

Proposal 2: UMB articles amendment proposal: approval of an amendment to the UMB articles of incorporation to increase the number of authorized shares of UMB common stock from 80,000,000 shares to 160,000,000 shares; and

 

•

Proposal 3: UMB adjournment proposal: approval of the adjournment or postponement of the UMB special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes at the time of the UMB special meeting to approve the UMB articles amendment proposal or the UMB share issuance proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to the holders of UMB common stock.

At the HTLF special meeting, holders of HTLF common stock will be asked to consider and vote on the following proposals:

 

•

Proposal 1: HTLF merger proposal: approval and adoption of the merger agreement and the transactions contemplated thereby;

 

•

Proposal 2: HTLF compensation proposal: approval, on a non-binding, advisory basis, of the compensation that may be paid or become payable to HTLF’s named executive officers that is based on or otherwise relates to the mergers; and

 

•

Proposal 3: HTLF adjournment proposal: approval of the adjournment or postponement of the HTLF special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes at the time of the HTLF special meeting to approve the HTLF merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to holders of HTLF common stock.

In order to complete the mergers, among other things, holders of UMB common stock must approve the UMB share issuance proposal and the UMB articles amendment proposal and holders of HTLF common stock must approve the HTLF merger proposal. None of the approvals of the UMB adjournment proposal, the HTLF compensation proposal or the HTLF adjournment proposal are conditions to the obligations of UMB or HTLF to complete the mergers.

 

3

Q:	What will holders of HTLF common stock receive at the effective time?

 

A:

At the effective time, holders of HTLF common stock will receive 0.5500 shares of UMB common stock for each share of HTLF common stock held immediately prior to the effective time (other than certain shares held by UMB or HTLF). UMB will not issue any fractional shares of UMB common stock at the effective time. Holders of HTLF common stock who would otherwise be entitled to a fractional share of UMB common stock will instead receive an amount in cash (rounded to the nearest cent) determined by multiplying the average of the closing-sale prices per share of UMB common stock on the Nasdaq for the consecutive period of five (5) full trading days immediately preceding (but not including) the day on which the mergers are completed (the “UMB closing share value”) by the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of UMB common stock that such stockholder would otherwise be entitled to receive.

 

Q:	What will holders of HTLF preferred stock receive at the effective time?

 

A:

At the effective time, holders of HTLF preferred stock will receive one (1) share of new UMB preferred stock for each share of HTLF preferred stock held immediately prior to the effective time. The HTLF preferred stock is currently traded on the Nasdaq under the symbol “HTLFP”. The new UMB preferred stock is expected to be listed on the Nasdaq upon completion of the mergers.

 

Q:	What will holders of UMB common stock receive at the effective time?

 

A:

Holders of UMB common stock will not receive any consideration at the effective time, and their shares of UMB common stock will remain outstanding and will constitute shares of the surviving corporation. Following the effective time, shares of UMB common stock will continue to be listed on the Nasdaq.

 

Q:	Will the value of the merger consideration change between the date of this joint proxy statement/prospectus and the effective time?

 

A:

Yes. Although the number of shares of UMB common stock that holders of HTLF common stock will receive is fixed, the value of the merger consideration will fluctuate between the date of this joint proxy statement/prospectus and the effective time based on the market value of UMB common stock. Any fluctuation in the market price of UMB common stock after the date of this joint proxy statement/prospectus will change the value of the shares of UMB common stock that holders of HTLF common stock will receive. Neither UMB nor HTLF is permitted to terminate the merger agreement as a result, in and of itself, of any increase or decrease in the market price of UMB common stock or HTLF common stock.

 

Q:	How will the mergers affect the HTLF equity awards?

 

A:	At the effective time:

 

•

Each outstanding time-vesting restricted stock unit award in respect of shares of HTLF common stock (an “HTLF RSU”) that is vested or held by a former service provider or non-employee director will fully vest and be cancelled and converted automatically into the right to receive the merger consideration. Each other HTLF RSU will be assumed by UMB and will be converted into a restricted stock unit award with respect to a number of shares of UMB common stock determined by multiplying the number of shares of HTLF common stock subject to the HTLF RSU immediately prior to the effective time by the exchange ratio (each, an “Assumed RSU”). Each Assumed RSU will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding HTLF RSU immediately prior to the effective time (including the requirement to perform continued services to satisfy applicable time-based vesting conditions, subject to any accelerated vesting on a Qualified Termination (as defined below) of the holder’s employment following the mergers);

 

4

•

Each performance-vesting restricted stock unit award of HTLF (each, an “HTLF PSU”) that is held by a former service provider will fully vest based on target performance and be cancelled and converted automatically into the right to receive the merger consideration. Each other HTLF PSU will be assumed by UMB and converted (based on target performance) into a time-vesting restricted stock unit award with respect to the number of shares of UMB common stock determined by multiplying the number of shares of HTLF common stock subject to the HTLF PSU immediately prior to the effective time by the exchange ratio (each, an “Assumed PSU”). Each Assumed PSU will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding HTLF PSU (other than performance-based vesting conditions) immediately prior to the effective time (including the requirement to perform continued services to satisfy applicable time-based vesting conditions, subject to any accelerated vesting on a Qualified Termination of the holder’s employment following the mergers); and

 

•

Each option to purchase HTLF common stock (each, an “HTLF Option” and, together the HTLF RSUs and HTLF PSUs, the “HTLF Equity Awards”) that is vested or held by a former service provider will fully vest and be cancelled and converted automatically into the right to receive the merger consideration, reduced by a number of shares required to satisfy the applicable exercise price. Each HTLF Option for which the applicable per share exercise price exceeds the closing price of a share of HTLF common stock on the trading day immediately preceding the closing date will be cancelled as of the effective time for no consideration. Each other HTLF Option will be assumed by UMB and will be converted into a stock option to purchase the number of shares of UMB common stock determined by multiplying the number of shares of HTLF common stock subject to the HTLF Option immediately prior to the effective time by the exchange ratio, at an exercise price determined by dividing the exercise price of the HTLF Option immediately prior to the effective time by the exchange ratio (each an “Assumed Option”). Each Assumed Option will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding HTLF Option immediately prior to the effective time (including the requirement to perform continued services to satisfy applicable time-based vesting conditions, subject to any accelerated vesting on a Qualified Termination of the holder’s employment following the mergers).

 

•

“Qualifying Termination” means that a holder experiences a Termination of Service (as defined in the HTLF 2020 Long-Term Incentive Plan (the “HTLF Stock Plan”)) due to (i) UMB, the surviving entity or one of their affiliates terminating such holder’s service other than for Cause (as defined in the HTLF Stock Plan), (ii) death or Disability (as defined in the HTLF Stock Plan), (iii) Qualifying Retirement (as defined in the award agreement applicable to the corresponding HTLF Equity Award) or (iv) the holder terminating employment for Good Reason (as defined in confidential disclosure schedules to the merger agreement), in each case during the period beginning at the effective time and ending on the twenty-four (24)-month anniversary of the closing date.

 

Q:	What if I own HTLF preferred stock?

 

A:	If you are a holder of HTLF preferred stock, no action is required of you. You are not entitled to, and are not requested to, vote on the HTLF merger proposal, the HTLF compensation proposal or the HTLF adjournment proposal or to exercise appraisal or dissenters’ rights.

In the mergers, each share of HTLF preferred stock issued and outstanding immediately prior to the effective time will be converted into the right to receive one (1) share of new UMB preferred stock. For more information, see the sections entitled “The Transaction Agreements—Description of the Merger Agreement—Conversion of Shares; Exchange of HTLF Stock Certificates” and “Description of New UMB Preferred Stock.”

 

5

Q:	How does the UMB board of directors recommend that I vote at the UMB special meeting?

 

A:	The UMB board of directors unanimously recommends that you vote “FOR” the UMB share issuance proposal, “FOR” the UMB articles amendment proposal and “FOR” the UMB adjournment proposal.

In considering the recommendations of the UMB board of directors, holders of UMB common stock should be aware that UMB directors and executive officers may have interests in the mergers that are different from, or in addition to, the interests of holders of UMB common stock generally. For a more complete description of these interests, see the information provided in the section entitled “The Mergers—Interests of UMB’s Directors and Executive Officers in the Mergers.”

 

Q:	How does the HTLF board of directors recommend that I vote at the HTLF special meeting?

 

A:	The HTLF board of directors unanimously recommends that the holders of HTLF common stock vote “FOR” the HTLF merger proposal, “FOR” the HTLF compensation proposal and “FOR” the HTLF adjournment proposal.

In considering the recommendations of the HTLF board of directors, holders of HTLF common stock should be aware that HTLF directors and executive officers may have interests in the mergers that are different from, or in addition to, the interests of holders of HTLF common stock generally. For a more complete description of these interests, see the information provided in the section entitled “The Mergers—Interests of HTLF’s Directors and Executive Officers in the Mergers.”

 

Q:	Who is entitled to vote at the UMB special meeting?

 

A:	The record date for the UMB special meeting is [    ], 2024. All holders of UMB common stock who held shares at the close of business on the record date for the UMB special meeting are entitled to receive notice of, and to vote at, the UMB special meeting.

Each holder of UMB common stock is entitled to cast one (1) vote on each matter properly brought before the UMB special meeting for each share of UMB common stock that such holder owned of record as of the record date. As of the close of business on the record date for the UMB special meeting, there were [    ] outstanding shares of UMB common stock. Attendance at the UMB special meeting is not required to vote. See the section entitled “The UMB Special Meeting—Proxies” for instructions on how to vote your shares without attending the UMB special meeting.

 

Q:	Who is entitled to vote at the HTLF special meeting?

 

A:	The record date for the HTLF special meeting is [    ], 2024. All holders of HTLF common stock who held shares at the close of business on the record date for the HTLF special meeting are entitled to receive notice of, and to vote at, the HTLF special meeting.

Each holder of HTLF common stock is entitled to cast one (1) vote on each matter properly brought before the HTLF special meeting for each share of HTLF common stock that such holder owned of record as of the record date. As of the close of business on the record date for the HTLF special meeting, there were [    ] outstanding shares of HTLF common stock. Attendance at the HTLF special meeting is not required to vote. See the section entitled “The HTLF Special Meeting—Proxies” for instructions on how to vote your shares without attending the HTLF special meeting.

 

Q:	What constitutes a quorum for the UMB special meeting?

 

A:	Holders of at least a majority of the outstanding shares of UMB common stock entitled to vote at the UMB special meeting must be present via electronic means or by proxy at the UMB special meeting to constitute a

 

6

quorum for the transaction of business at the UMB special meeting. If you fail to submit a proxy or to vote at the UMB special meeting, or fail to instruct your bank, broker, trustee or other nominee how to vote, your shares of UMB common stock will not be counted towards a quorum. Abstentions are considered present for purposes of establishing a quorum.

 

Q:	What constitutes a quorum for the HTLF special meeting?

 

A:

Holders of at least a majority of the outstanding shares of HTLF common stock must be represented at the HTLF special meeting to constitute a quorum for the transaction of business at the HTLF special meeting. In the event that a quorum is not present at the HTLF special meeting, the affirmative vote of holders of at least a majority of the outstanding shares of HTLF common stock present online or by proxy at the HTLF special meeting may adjourn the HTLF special meeting to a later date and time (subject to applicable law and compliance with the terms of the HTLF certificate of incorporation and bylaws). If you fail to submit a proxy or to vote at the HTLF special meeting, or fail to instruct your bank, broker, trustee or other nominee how to vote, your shares of HTLF common stock will not be counted towards a quorum. Abstentions are considered present for purposes of establishing a quorum.

 

Q:	If my shares of common stock are held in “street name” by my bank, broker, trustee or other nominee, will my bank, broker, trustee or other nominee vote my shares for me?

 

A:

If you hold your shares in a stock brokerage account or if your shares are held by a bank, broker, trustee or other nominee (that is, in “street name”) and fail to give voting instructions, your bank, broker, trustee or other nominee will not vote those shares. This applies to shares of both UMB common stock and HTLF common stock.

Please follow the voting instructions provided by your broker, bank, trustee or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to UMB or HTLF or by voting at either special meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker, trustee or other nominee. Further, brokers who hold shares of UMB common stock or HTLF common stock may not give a proxy to UMB or HTLF to vote those shares on any of the UMB proposals or any of the HTLF proposals, respectively, without specific instructions from their customers.

 

Q:	What vote is required for the approval of each proposal at the UMB special meeting?

 

A:

Proposal 1: UMB share issuance proposal: approval of the UMB share issuance proposal requires the affirmative vote of a majority of the votes cast by holders of shares of UMB common stock present in person or represented by proxy and entitled to vote at the UMB special meeting. Shares of UMB common stock not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the UMB share issuance proposal;

Proposal 2: UMB articles amendment proposal: approval of the UMB articles amendment proposal requires the affirmative vote of two-thirds of the voting power of the issued and outstanding shares of UMB common stock entitled to vote at the UMB special meeting. Shares of UMB common stock not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have the same effect as votes cast “AGAINST” the UMB articles amendment proposal; and

Proposal 3: UMB adjournment proposal: approval of the UMB adjournment proposal requires the affirmative vote of the majority of the votes cast on the proposal. Shares of UMB common stock not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of the UMB adjournment proposal.

Concurrently with the execution and delivery of the merger agreement, J. Mariner Kemper, the Chairman of the UMB board of directors and Chief Executive Officer of UMB, entered into a support agreement pursuant to which, among other things, he agreed to vote the shares of UMB common stock he owns and has

 

7

the sole power to vote or direct the voting of (constituting approximately [     ]% of the voting power represented by issued and outstanding shares of UMB common stock as of [     ], 2024, the record date for the UMB special meeting) in favor of the UMB share issuance proposal and the UMB articles amendment proposal, on the terms and subject to the conditions set forth therein.

 

Q:	What vote is required for the approval of each proposal at the HTLF special meeting?

 

A:

Proposal 1: HTLF merger proposal: approval of the HTLF merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of HTLF common stock entitled to vote on the merger agreement at the HTLF special meeting. Shares of HTLF common stock not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have the same effect as a vote “AGAINST” the HTLF merger proposal;

Proposal 2: HTLF compensation proposal: approval of the HTLF compensation proposal requires the affirmative vote of the holders of a majority of the outstanding shares of HTLF common stock represented at the HTLF special meeting and entitled to vote. Any abstention will have the same effect as a vote “AGAINST” the HTLF compensation proposal. Any broker non-vote and any other failure to be represented at the HTLF special meeting will have no effect on the outcome of the HTLF compensation proposal; and

Proposal 3: HTLF adjournment proposal: Approval of the HTLF adjournment proposal requires the affirmative vote of the holders of a majority of the outstanding shares of HTLF common stock represented at the HTLF special meeting and entitled to vote. Any abstention will have the same effect as a vote “AGAINST” the HTLF adjournment proposal. Any broker non-vote and any other failure to be represented at the HTLF special meeting will have no effect on the outcome of the HTLF adjournment proposal.

Concurrently with the execution and delivery of the merger agreement, Bruce K. Lee, the President and Chief Executive Officer of HTLF, entered into a support agreement pursuant to which, among other things, he agreed to vote the shares of HTLF common stock he owns and has the sole power to vote or direct the voting of (constituting approximately [     ]% of the voting power represented by issued and outstanding shares of HTLF common stock as of [     ], 2024, the record date for the HTLF special meeting) in favor of the HTLF merger proposal, on the terms and subject to the conditions set forth therein.

 

Q:	Why am I being asked to consider and vote on the HTLF compensation proposal?

 

A:	Under SEC rules, HTLF is required to seek a non-binding, advisory vote with respect to the compensation that may be paid or become payable to HTLF’s named executive officers that is based on or otherwise relates to the mergers.

 

Q:	What happens if the holders of HTLF common stock do not approve, by non-binding, advisory vote, the compensation proposal?

 

A:

The vote on the HTLF compensation proposal is separate and apart from the votes to approve the other proposals being presented at the HTLF special meeting. Because the vote on the HTLF compensation proposal is advisory only, it will not be binding upon HTLF, UMB, or the surviving corporation or affect their obligation to pay or provide the compensation contemplated by the compensation agreements and arrangements. Accordingly, the merger-related compensation will be paid to HTLF’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements even if the holders of HTLF common stock do not approve the HTLF compensation proposal.

 

Q:	What if I hold shares in both UMB and HTLF?

 

A:	If you hold shares of both UMB common stock and HTLF common stock, you will receive two (2) separate packages of proxy materials. A vote cast as a holder of UMB common stock will not count as a vote cast as

 

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a holder of HTLF common stock, and a vote cast as a holder of HTLF common stock will not count as a vote cast as a holder of UMB common stock. Therefore, please submit separate proxies for your shares of UMB common stock and your shares of HTLF common stock.

 

Q:	How can I vote my shares while in attendance at my respective special meeting?

 

A:

Record holders: Shares held directly in your name as the holder of record of UMB common stock or HTLF common stock may be voted at the UMB special meeting or the HTLF special meeting, as applicable. If you choose to vote your shares of UMB common stock at the UMB special meeting via the UMB special meeting website, please follow the instructions on your proxy card. If you choose to vote your shares of HTLF common stock at the HTLF special meeting via the HTLF special meeting website, please follow the instructions on your proxy card.

Shares in “street name”: If your shares of UMB common stock or HTLF common stock are held in street name and you wish to vote your shares at the UMB special meeting or the HTLF special meeting, as applicable, via their respective special meeting websites, you must have your specific 16-digit control number, which is included on your proxy card or the voting instruction form from your bank, broker, trustee or other nominee. Please contact your bank, broker, trustee or other nominee to obtain further instructions.

Plan holders: If your shares of UMB common stock are held through the UMB Profit-Sharing and 401(k) Savings Plan (the “profit-sharing plan”) or the UMB Employee Stock Ownership Plan (the “ESOP”) and you wish to vote your shares at the UMB special meeting via the UMB special meeting website, please follow the voting instructions provided to you by UMB’s transfer agent, Computershare Trust Company, N.A. (“Computershare”), via e-mail or in the mailed proxy materials. In the absence of instructions from you on how to vote such shares, the trustee will vote your shares in the same proportion that the other shares in the profit-sharing plan or ESOP are voted. If your shares of HTLF common stock are held in a retirement plan account that allows you to choose how to vote the shares in your account and you wish to vote your shares at the HTLF special meeting via the HTLF special meeting website, please follow the voting instructions provided to you by the plan trustee or administrator. In the absence of instructions from you on how to vote such shares, the plan trustee may vote those shares in accordance with the terms of the plan.

Even if you plan to attend the UMB special meeting or the HTLF special meeting, as applicable, UMB and HTLF each recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend your respective special meeting.

Additional information on attending the special meetings can be found under the section entitled “The UMB Special Meeting” and under the section entitled “The HTLF Special Meeting.”

 

Q:	How can I vote my shares without attending my respective special meeting?

 

A:	Whether you hold your shares directly as the holder of record of UMB common stock or HTLF common stock or beneficially in “street name”, you may direct your vote by proxy without attending the UMB special meeting or the HTLF special meeting, as applicable.

If you are a record holder of UMB common stock or HTLF common stock, you can vote by proxy over the Internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold shares beneficially in “street name”, you should follow the voting instructions provided by your bank, broker, trustee or other nominee.

If you hold shares of UMB common stock through the profit-sharing plan or the ESOP, you should follow the instructions provided to you by Computershare via e-mail or in the mailed proxy materials. In the absence of instructions from you on how to vote such shares, the trustee will vote your shares in the same proportion that the other shares in the profit-sharing plan or ESOP are voted.

 

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If you hold shares of HTLF common stock in a retirement plan account that allows you to choose how to vote the shares in your account, you should follow the voting instructions provided to you by the plan trustee or administrator. In the absence of instructions from you on how to vote such shares, the plan trustee may vote those shares in accordance with the terms of the plan.

If you intend to submit your proxy by telephone or via the Internet, you must do so by 11:59 p.m. Eastern Time, on the day before the UMB special meeting or the HTLF special meeting, as applicable, except that (i) your proxy must be received by 1:00 p.m. Central Time on the day that is five days before the UMB special meeting if you hold shares of UMB common stock through the profit-sharing plan or the ESOP and (ii) your proxy must be submitted by 11:59 p.m. Eastern Time on the day that is five days before the HTLF special meeting if you hold shares of HTLF common stock in a retirement plan account. If you intend to submit your proxy by mail, your completed proxy card must be received prior to the UMB special meeting or the HTLF special meeting, as applicable.

Additional information on attending the special meetings can be found under the section entitled “The UMB Special Meeting” and under the section entitled “The HTLF Special Meeting.”

 

Q:	What do I need to do now?

 

A:

After carefully reading and considering the information contained in this joint proxy statement/prospectus, please vote as soon as possible. If you hold shares of UMB common stock or HTLF common stock, please respond by completing, signing and dating the accompanying proxy card and returning it in the enclosed postage-paid envelope, or by submitting your proxy by telephone or through the Internet, as soon as possible so that your shares may be represented at your meeting. Please note that if you hold shares beneficially in “street name”, you should follow the voting instructions provided by your bank, broker, trustee or other nominee and if you hold shares of HTLF common stock in a retirement plan account that allows you to choose how to vote the shares in your account, you should follow the voting instructions provided to you by the plan trustee or administrator.

 

Q:	Why is my vote important?

 

A:

If you do not vote, it will be more difficult for UMB or HTLF to obtain the necessary quorum to hold its respective special meeting. In addition, your failure to submit a proxy or vote at the respective special meeting, or failure to instruct your bank, broker, trustee or other nominee how to vote, will have the same effect as a vote “AGAINST” the UMB articles amendment proposal and the HTLF merger proposal, as applicable.

The UMB share issuance proposal requires the affirmative vote of the holders of a majority of the votes cast by holders of UMB common stock at the UMB special meeting. The UMB articles amendment proposal requires the affirmative vote of the holders of two-thirds of the voting power of the issued and outstanding shares of UMB common stock entitled to vote thereon. The UMB adjournment proposal requires the affirmative vote of the holders of a majority of the votes cast by holders of UMB common stock at the UMB special meeting. The UMB board of directors unanimously recommends that you vote “FOR” the UMB share issuance proposal, “FOR” the UMB articles amendment proposal and “FOR” the UMB adjournment proposal.

The HTLF merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of HTLF common stock entitled to vote on the merger agreement at the HTLF special meeting. The HTLF compensation proposal requires the affirmative vote of the holders of a majority of the outstanding shares of HTLF common stock represented at the HTLF special meeting and entitled to vote. The HTLF adjournment proposal requires the affirmative vote of the holders of a majority of the outstanding shares of HTLF common stock represented at the HTLF special meeting and entitled to vote. The HTLF board of

 

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directors unanimously recommends that you vote “FOR” the HTLF merger proposal, “FOR” the HTLF compensation proposal and “FOR” the HTLF adjournment proposal.

 

Q:	Can I change my vote after I have delivered my proxy or voting instruction card?

A: Yes. You can change your vote at any time before your proxy is voted at your respective special meeting. You can do this by:

 

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timely delivery of a written notice of revocation of your proxy to HTLF’s or UMB’s corporate secretary, as applicable, before the date of the respective special meeting;

 

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signing and returning a subsequently dated proxy by 11:59 p.m. Eastern Time, on the day before the UMB special meeting or the HTLF special meeting, as applicable, except that your proxy must be submitted by 11:59 p.m. Eastern Time on the day that is five days before the HTLF special meeting if you hold shares of HTLF common stock in a retirement plan account;

 

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voting by telephone or the Internet at a later time; or

 

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attending and voting virtually at the respective special meeting.

If you hold your shares of UMB common stock or HTLF common stock through a bank, broker, trustee or other nominee, you should contact your bank, broker, trustee or other nominee to change your vote.

 

Q:	Will UMB be required to submit the UMB share issuance proposal and the UMB articles amendment proposal to its shareholders even if the UMB board of directors has withdrawn or modified its recommendation?

 

A:	Yes. Unless the merger agreement is terminated before the UMB special meeting, UMB is required to submit the UMB share issuance proposal and the UMB articles amendment proposal to its shareholders even if the UMB board of directors has withdrawn or modified its recommendation.

 

Q:	Will HTLF be required to submit the HTLF merger proposal to its stockholders even if the HTLF board of directors has withdrawn or modified its recommendation?

 

A:	Yes. Unless the merger agreement is terminated before the HTLF special meeting, HTLF is required to submit the HTLF merger proposal to its stockholders even if the HTLF board of directors has withdrawn or modified its recommendation.

 

Q:	What happens if I sell my shares of UMB common stock or HTLF common stock after the record date but before the date of the UMB special meeting or the HTLF special meeting?

 

A:

The record date of the UMB special meeting and the HTLF special meeting is earlier than the date of the UMB special meeting and the HTLF special meeting and the date that the mergers are expected to be completed. If you transfer your shares of UMB common stock or HTLF common stock after the applicable record date but before the date of the UMB special meeting or the HTLF special meeting, you will retain your right to vote at the UMB special meeting or the HTLF special meeting, as applicable, but holders of HTLF common stock will not have the right to receive the merger consideration to be received by the holders of HTLF common stock in the mergers. In order to receive the merger consideration, you must hold your shares of HTLF common stock through the effective time.

 

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Q:	Are holders of HTLF common stock or HTLF preferred stock entitled to appraisal or dissenters’ rights?

 

A:

No. In accordance with Section 262 of the Delaware General Corporation Law, as amended, no appraisal or dissenters’ rights will be available to the holders of HTLF common stock and HTLF preferred stock in connection with the mergers. For more information, see the section entitled “The Mergers—Appraisal or Dissenters’ Rights in the Mergers.”

 

Q:	Are holders of UMB common stock entitled to appraisal or dissenters’ rights?

 

A:

No. In accordance with Section 351-455 of the Revised Statute of Missouri, Chapter 351, as amended, no appraisal or dissenters’ rights will be available to the holders of UMB common stock in connection with the mergers. For more information, see the section entitled “The Mergers—Appraisal or Dissenters’ Rights in the Mergers.”

 

Q:	Are there any risks that I should consider in deciding whether to vote for the approval of the UMB share issuance proposal, the UMB articles amendment proposal or the HTLF merger proposal, or the other proposals to be considered at the UMB special meeting or the HTLF special meeting, respectively?

 

A:	Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors.” You also should read and carefully consider the risk factors of UMB and HTLF contained in the documents that are incorporated by reference into this joint proxy statement/prospectus.

 

Q:	What are the material U.S. federal income tax consequences of the mergers to holders of HTLF common stock and holders of HTLF preferred stock?

 

A:

The mergers, taken together, have been structured to qualify as a reorganization for federal income tax purposes, and it is a condition to our respective obligations to complete the mergers that UMB and HTLF each receive a legal opinion to the effect that the mergers will so qualify. Assuming the receipt and accuracy of these opinions, holders of HTLF common stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their HTLF common stock for UMB common stock in the merger, except for any gain or loss that may result from the receipt of cash instead of a fractional share of UMB common stock, and holders of HTLF preferred stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their HTLF preferred stock for new UMB preferred stock. You should be aware that the tax consequences to you of the mergers may depend upon your own situation. In addition, you may be subject to state, local or non-U.S. tax laws that are not discussed in this joint proxy statement/prospectus. You should therefore consult with your own tax advisor for a full understanding of the tax consequences to you of the mergers. For a more complete discussion of the material U.S. federal income tax consequences of the mergers, see the section entitled “Material U.S. Federal Income Tax Consequences of the Mergers.”

 

Q:	When are the mergers expected to be completed?

 

A:

UMB and HTLF expect the mergers to close in the first quarter of 2025. However, neither UMB nor HTLF can predict the actual date on which the mergers will be completed, or if the mergers will be completed at all, because completion is subject to conditions and factors outside the control of both UMB and HTLF. UMB and HTLF must obtain the approval of the holders of UMB common stock for the UMB share issuance proposal and the UMB articles amendment proposal and of the holders of HTLF common stock for the HTLF merger proposal, as well as obtain necessary regulatory approvals and satisfy certain other closing conditions.

 

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Q:	What are the conditions to completion of the mergers?

 

A:

The obligations of UMB and HTLF to complete the mergers are subject to the satisfaction or waiver of certain closing conditions contained in the merger agreement, including approval by the holders of UMB common stock of the UMB share issuance proposal and the UMB articles amendment proposal and by holders of HTLF common stock of the HTLF merger proposal, the authorization for listing on the Nasdaq of the UMB common stock and new UMB preferred stock to be issued pursuant to the merger agreement, the receipt of required regulatory approvals and the expiration of statutory waiting periods without the imposition of any materially burdensome regulatory condition and the receipt of tax opinions. For more information, see the section entitled “The Transaction Agreements—Description of the Merger Agreement—Conditions to Completion of the Mergers.”

 

Q:	What happens if the mergers are not completed?

 

A:

If the mergers are not completed, holders of HTLF common stock will not receive any merger consideration for their shares of HTLF common stock in connection with the mergers and HTLF preferred stock will not be exchanged for new UMB preferred stock in connection with the mergers. Instead, HTLF will remain an independent public company, HTLF common stock and HTLF preferred stock will continue to be listed on the Nasdaq, and UMB will not complete the issuance of shares of UMB common stock or new UMB preferred stock pursuant to the merger agreement. In addition, if the merger agreement is terminated in certain circumstances, a termination fee of $70 million may be payable either by UMB to HTLF or by HTLF to UMB, as applicable. See the section entitled “The Transaction Agreements—Description of the Merger Agreement—Termination Fees” for a more detailed discussion of the circumstances under which a termination fee will be required to be paid.

 

Q:	Should I send in my stock certificates now?

 

A:

No. Please do not send in your stock certificates with your proxy. After the mergers are completed, an exchange agent mutually agreed upon by UMB and HTLF will send you instructions for exchanging HTLF stock certificates for the merger consideration. See the section entitled “The Transaction Agreements—Description of the Merger Agreement—Conversion of Shares; Exchange of HTLF Stock Certificates” for more information.

 

Q:	What should I do if I receive more than one set of voting materials for the same special meeting?

 

A:

If you hold shares of UMB common stock or HTLF common stock in “street name” and also directly in your name as a holder of record or otherwise or if you hold shares of UMB common stock or HTLF common stock in more than one (1) brokerage account, you may receive more than one (1) set of voting materials relating to the same special meeting.

Record holders: For shares held directly, please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this joint proxy statement/prospectus in order to ensure that all of your shares of UMB common stock or HTLF common stock are voted.

Shares in “street name”: For shares held in “street name” through a bank, broker, trustee or other nominee, you should follow the procedures provided by your bank, broker, trustee or other nominee to vote your shares.

 

Q:	Who can help answer my questions?

 

A:	UMB shareholders: If you have any questions about the mergers or how to submit your proxy or voting instruction card, or if you need additional copies of this joint proxy statement/prospectus, please contact

 

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UMB’s corporate secretary at the address or phone number indicated on the cover page of this proxy statement/prospectus, or UMB’s proxy solicitor, Okapi Partners LLC (“Okapi”), by calling toll-free at (844) 343-2623, or for banks and brokers, collect at (212) 297-0720.

HTLF stockholders: If you have any questions about the mergers or how to submit your proxy or voting instruction card, or if you need additional copies of this joint proxy statement/prospectus, please contact HTLF’s corporate secretary at the address or phone number indicated on the cover page of this proxy statement/prospectus, or D.F. King & Co., Inc., by calling toll-free at (800) 207-2872, or for banks and brokers, collect at (212) 493-6952, or by email at [email protected].

 

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RISK FACTORS

An investment by HTLF’s stockholders in UMB common stock as a result of the exchange of shares of UMB common stock for shares of HTLF common stock in the mergers involves certain risks. Similarly, a decision on the part of UMB shareholders to approve the UMB articles amendment and UMB share issuance also involves risks for UMB shareholders. Certain material risks and uncertainties connected with the merger agreement and the transactions contemplated thereby, including the mergers, the bank merger and ownership of UMB common stock are discussed below. In addition, UMB and HTLF discuss certain other material risks connected with the ownership of UMB common stock and with UMB’s business, and with the ownership of HTLF common stock and HTLF’s business, respectively, under the caption “Risk Factors” appearing in their Annual Reports on Form 10-K most recently filed with the SEC and may include additional or updated disclosures of such material risks in their subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that have been filed with the SEC or may be filed with the SEC after the date of this joint proxy statement/prospectus, each of which report is or will be incorporated by reference in this joint proxy statement/prospectus.

Holders of HTLF common stock and holders of UMB common stock should carefully read and consider all of these risks and all other information contained in this joint proxy statement/prospectus, including the discussions of risk factors included in the documents incorporated by reference in this joint proxy statement/prospectus, in deciding whether to vote for approval of the various proposals for which they may be entitled to vote at the HTLF special meeting or the UMB special meeting described herein. The risks described in this joint proxy statement/prospectus and in those documents incorporated by reference may adversely affect the value of UMB common stock that you, as an existing UMB shareholder, currently hold or that you, as an existing HTLF stockholder, will hold upon the completion of the mergers, and could result in a significant decline in the value of UMB common stock and cause the current holders of UMB common stock and/or the holders of HTLF common stock to lose all or part of their respective investments in UMB common stock.

The dilution caused by the issuance of shares of UMB’s common stock in connection with the mergers may adversely affect the market price of UMB’s common stock.

The dilution caused by the issuance of the new shares of UMB common stock to HTLF stockholders in connection with the payment of the merger consideration may result in fluctuations in the market price of UMB common stock, including a stock price decrease.

Combining UMB and HTLF may be more difficult, costly or time consuming than expected, and UMB may not realize the anticipated benefits of the acquisition.

A successful integration of HTLF’s business with UMB’s business will depend substantially on the ability to consolidate operations, corporate cultures, systems and procedures and to eliminate redundancies and costs. UMB may not be able to combine each company’s business without encountering difficulties that could adversely affect the ability to maintain relationships with existing clients, customers, depositors and employees, such as:

 

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the loss of key employees;

 

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the disruption of operations and business;

 

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inability to maintain and increase competitive presence;

 

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loan and deposit attrition, customer loss and revenue loss;

 

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possible inconsistencies in standards, control procedures and policies;

 

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•

additional costs or unexpected problems with operations, personnel, technology and credit;

 

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inconsistencies in standards, controls, procedures and policies; and/or

 

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problems with the assimilation of new operations, systems, sites or personnel, which could divert resources from regular banking operations.

Any disruption to the businesses could cause customers to remove their accounts and move their business to a competing financial institution. Integration efforts between the two companies may also divert management attention and resources. Additionally, general market and economic conditions or governmental actions affecting the financial industry generally may inhibit the successful integration of UMB and HTLF.

Further, UMB and HTLF entered into the merger agreement with the expectation that the acquisition of HTLF by UMB will result in various benefits including, among other things, benefits relating to enhanced revenues, a strengthened market position for the surviving corporation, cross selling opportunities, technological efficiencies, cost savings and operating efficiencies. Achieving the anticipated benefits of the transactions contemplated by the merger agreement is subject to a number of uncertainties, including whether the integration is completed in an efficient, effective and timely manner, and general competitive factors in the marketplace. Failure to achieve these anticipated benefits on the anticipated timeframe, or at all, could result in a reduction in the price of UMB common stock as well as in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could materially and adversely affect UMB’s business, financial condition and operating results. Additionally, upon consummation of the transactions contemplated by the merger agreement, UMB will make fair value estimates of certain assets and liabilities in recording the acquisition. Actual values of these assets and liabilities could differ from such estimates, which could result in UMB not achieving the anticipated benefits of the acquisition. Finally, any cost savings that are realized may be offset by losses in revenues or other charges to earnings.

UMB and HTLF have, and UMB following the closing will, incur significant transaction and transaction-related costs in connection with the transactions contemplated by the merger agreement.

UMB and HTLF have incurred and expect to incur significant non-recurring costs associated with combining the operations UMB and HTLF. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employment-related costs, public company filing fees and other regulatory fees, printing costs and other related costs. UMB and HTLF have begun collecting information in order to formulate detailed integration plans to deliver anticipated cost savings; however, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. Additional unanticipated costs may be incurred in the integration of the businesses of UMB and HTLF, and there are many factors beyond UMB’s or HTLF’s control that could affect the total amount or timing of integration costs. Although UMB and HTLF expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction and transaction-related costs over time, this net benefit may not be achieved in the near term, or at all.

Whether or not the mergers are consummated, UMB and HTLF will incur substantial expenses in pursuing the mergers and may adversely impact UMB’s and HTLF’s earnings. The completion of the mergers is conditioned upon customary closing conditions, including the receipt of required governmental authorizations, consents, orders and approvals, including approval by certain federal banking regulators. UMB and HTLF intend to pursue all required approvals in accordance with the merger agreement. However, these approvals could be delayed or not obtained at all, and there can be no assurance that such approvals will be obtained without additional cost, on the anticipated timeframe, or at all.

 

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Regulatory approvals for the mergers and the bank merger may not be received, may take longer than expected or may impose conditions that are not currently anticipated or that could have an adverse effect on UMB following the closing.

Before the mergers and the bank merger may be completed, various approvals, consents and non-objections must be obtained from regulatory authorities. In determining whether to grant these approvals, regulatory authorities consider a variety of factors, including the regulatory standing of each party. These approvals could be delayed or not obtained at all, including due to any or all of the following: an adverse development in any party’s regulatory standing or any other factors considered by regulators in granting such approvals, governmental, political or community group inquiries, investigations or opposition; changes in legislation or the political environment, including as a result of changes of the U.S. executive administration, or Congressional leadership and regulatory agency leadership.

Even if the approvals are granted, they may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the surviving corporation’s business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions or that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of UMB following the closing or will otherwise reduce the anticipated benefits of the mergers and the bank merger. In addition, there can be no assurance that any such conditions, limitations, obligations or restrictions will not result in the delay or abandonment of the mergers and the bank merger. Additionally, the completion of the mergers is conditioned on the absence of certain orders, injunctions or decrees by any governmental entity of competent jurisdiction that would prohibit or make illegal the completion of the mergers and the bank merger.

Despite the parties’ expected commitment to use their reasonable best efforts to respond to any request for information and resolve any objection that may be asserted by any governmental entity with respect to the merger agreement, neither party is required under the terms of the merger agreement to take any action, commit to take any action, or agree to any condition or restriction in connection with obtaining these approvals, that would reasonably be expected to have a material adverse effect on the UMB and its subsidiaries, taken as a whole, after giving effect to the mergers (measured on a scale relative to HTLF and its subsidiaries, taken as a whole).

Certain of UMB’s and HTLF’s directors and executive officers may have interests in the mergers that may differ from, or be in addition to, the interests of holders of UMB common stock and holders of HTLF common stock generally.

Holders of UMB common stock and holders of HTLF common stock should be aware that some of UMB’s and HTLF’s directors and executive officers may have interests in the mergers and have arrangements that are different from, or in addition to, those of holders of UMB common stock and holders of HTLF common stock generally. These interests and arrangements may create potential conflicts of interest. The UMB board of directors and the HTLF board of directors were aware of these respective interests and considered these interests, among other matters, when making their decisions to approve and adopt the merger agreement, the mergers and the other transactions contemplated by the merger agreement, and in recommending that UMB shareholders vote to approve the UMB share issuance and the UMB articles amendment, and that HTLF stockholders vote to approve and adopt the merger agreement, as applicable. For a more complete description of these interests, please see the sections entitled “The Mergers—Interests of UMB’s Directors and Executive Officers in the Mergers” and “The Mergers—Interests of HTLF’s Directors and Executive Officers in the Mergers.”

 

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The merger agreement may be terminated in accordance with its terms and the mergers may not be completed. Such failure to complete the mergers could cause the results of UMB and HTLF to be adversely affected, the stock prices of UMB and HTLF to decline or have a material and adverse effect on the stock prices of UMB and HTLF and each party’s results of operations.

If the mergers are not completed for any reason, including as a result of UMB shareholders failing to approve the UMB share issuance or the UMB articles amendment or HTLF stockholders failing to adopt the merger agreement, there may be various adverse consequences and UMB and/or HTLF may experience negative reactions from the financial markets and from each party’s respective customers and employees. The stock prices of UMB and HTLF may decline because certain costs related to the transactions contemplated by the merger agreement, such as legal, accounting and certain financial advisory fees, must be paid even if the mergers are not completed. Moreover, UMB or HTLF may be required to pay a termination fee of $70 million to the other party upon a termination of the merger agreement in certain circumstances. In addition, if the mergers are not completed, whether because of the failure to receive required regulatory approvals in a timely fashion or because one of the parties has breached its obligations in a way that permits termination of the merger agreement, or for any other reason, UMB and HTLF’s stock prices may decline to the extent that the current market price reflects a market assumption that the mergers will be completed.

The market price for UMB common stock following the closing may be affected by factors different from those that historically have affected or currently affect UMB common stock and HTLF common stock.

Subject to the terms and conditions of the merger agreement, at the effective time, holders of shares of HTLF common stock will receive shares of UMB common stock as merger consideration. UMB’s business and financial position will differ from the business and financial position of UMB and HTLF before the completion of the mergers and, accordingly, the results of operations of UMB will be affected by some factors that are different from those currently affecting UMB’s results of operations and those currently affecting the results of operations of HTLF. Accordingly, the market price and performance of the surviving corporation’s common stock is likely to be different from the performance of UMB common stock or HTLF common stock in the absence of the mergers. In addition, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, UMB common stock or HTLF common stock, regardless of actual operating performance.

The future results of UMB following the closing may suffer if UMB does not effectively manage its expanded operations.

Following the closing, the size of the business of UMB will increase significantly beyond the current size of either UMB’s or HTLF’s business. UMB’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. UMB may also face increased scrutiny from governmental authorities as a result of the significant increase in the size of its business.

In addition, HTLF Bank is a Colorado state-chartered non-member bank subject to primary federal bank regulatory oversight by the Federal Deposit Insurance Corporation (“FDIC”), while UMB Bank is, and following its merger with HTLF Bank will be, a national bank subject to oversight by the OCC. The laws, regulations and regulatory guidance applicable to HTLF Bank and UMB Bank therefore differ in ways that may affect the operations of UMB following completion of the mergers and the bank merger. Additionally, the internal policies of UMB Bank and HTLF Bank with regards to their investment portfolios may differ on factors such as hold limits per bond issuer, life of the bond, or credit risk appetite. As a result, there are assets on the balance sheet of HTLF Bank that the bank subsidiary of the surviving corporation is not expected to hold, whether based on differences in regulatory oversight or internal policies, and UMB may dispose of such assets contemporaneous or subsequent to the closing. The disposition of certain assets in a high-interest rate environment, such as UMB has in the past experienced, are currently experiencing and may experience again in the future, could result in a sale

 

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of assets at a market price that is different than the estimated book value of such assets and impact regulatory capital ratios at the effective time. Further, UMB may replace such disposed assets with lower-yielding investments, any of which could impact UMB’s future earnings and return on equity.

There can be no assurances that the surviving corporation will be successful or that it will realize the expected operating efficiencies, cost savings or other benefits currently anticipated from the mergers.

UMB and HTLF will be subject to business uncertainties and contractual restrictions while the mergers are pending.

Uncertainty about the effect of the mergers on employees and customers may have an adverse effect on UMB and HTLF. These uncertainties may impair UMB’s and HTLF’s ability to attract, retain and motivate key personnel until the mergers are completed, and could cause customers and others that deal with UMB or HTLF to seek to change existing business relationships with UMB or HTLF. In addition, subject to certain exceptions, UMB and HTLF have agreed to operate their respective businesses in the ordinary course consistent with past practice in all material respects prior to the effective time, and UMB and HTLF have agreed not to take certain actions, which could cause UMB or HTLF to be unable to pursue other beneficial opportunities that may arise prior to the closing. See the section entitled “The Transaction Agreements—Description of the Merger Agreement—Covenants and Agreements.”

The shares of UMB common stock to be received by holders of HTLF common stock as the merger consideration will have different rights from the shares of HTLF common stock.

In the merger, holders of HTLF common stock will become holders of UMB common stock and holders of HTLF preferred stock will become holders of new UMB preferred stock and their rights as shareholders will be governed by Missouri law and the governing documents of UMB. The rights associated with UMB common and preferred stock are different from the rights associated with HTLF common and preferred stock. See the sections entitled “Description of UMB Capital Stock” and “Comparison of Shareholders’ Rights.”

In connection with the mergers, UMB will assume HTLF’s outstanding debt obligations, and UMB’s level of indebtedness following the completion of the mergers could adversely affect UMB’s ability to raise additional capital and to meet its obligations under its existing indebtedness.

In connection with the mergers, UMB will assume HTLF’s outstanding indebtedness. UMB’s existing debt, together with any future incurrence of additional indebtedness, could have important consequences for UMB’s creditors and UMB’s shareholders. For example, it could limit UMB’s ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; restrict UMB from making strategic acquisitions or cause UMB to make non-strategic divestitures; restrict UMB from paying dividends to its shareholders; increase UMB’s vulnerability to general economic and industry conditions; and require a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on UMB’s indebtedness, thereby reducing UMB’s ability to use cash flows to fund its operations, capital expenditures and future business opportunities following the mergers.

Holders of UMB common stock and HTLF common stock will have a reduced ownership and voting interest in the surviving corporation after the mergers and will exercise less influence over management.

Holders of UMB common stock and HTLF common stock currently have the right to vote in the election of the board of directors and on other matters affecting UMB and HTLF, respectively. When the mergers are completed, each holder of HTLF common stock who receives shares of UMB common stock will become a holder of common stock of the surviving corporation, with a percentage ownership that is smaller than such holder’s percentage ownership of HTLF. Based on the number of shares of UMB and HTLF common stock outstanding as of the close of business on the respective record dates, and based on the number of shares of UMB

 

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common stock expected to be issued in the merger, the former holders of HTLF common stock, as a group, are estimated to own approximately thirty-one percent (31%) of the fully diluted shares of UMB and the holders of UMB common stock as a group are estimated to own approximately sixty-nine percent (69%) of the fully diluted shares of UMB, each as of immediately after the effective time. Additionally, five (5) legacy HTLF directors will join the UMB board of directors as of the effective time, and the UMB board of directors will be expanded to sixteen (16) directors. Because of this, holders of HTLF common stock and UMB common stock may have less influence on the management and policies of the surviving corporation than they now have on the management and policies of HTLF and UMB, respectively.

Litigation related to the mergers could prevent or delay completion of the mergers or otherwise negatively affect the business and operations of UMB and HTLF.

UMB and HTLF may incur costs in connection with the defense or settlement of any shareholder or stockholder lawsuits filed in connection with the mergers. Such litigation could have an adverse effect on UMB’s and HTLF’s financial condition and results of operations and could prevent or delay the completion of the mergers.

The merger agreement limits UMB’s and HTLF’s respective ability to pursue alternatives to the mergers and may discourage other companies from trying to acquire UMB or HTLF.

The merger agreement contains “no shop” covenants that restrict each of UMB’s and HTLF’s ability to, directly or indirectly, initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any acquisition proposal, engage or participate in any negotiations with any person concerning any acquisition proposal, provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any acquisition proposal, subject to certain exceptions, or, unless the merger agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement in connection with or relating to any acquisition proposal.

The merger agreement further provides that, during the twelve (12)-month period following the termination of the merger agreement under specified circumstances, including the entry into a definitive agreement or consummation of a transaction with respect to an alternative acquisition proposal, UMB or HTLF may be required to pay a termination fee of $70 million to the other party. See the section entitled “The Transaction Agreements—Description of the Merger Agreement—Termination Fees.”

These provisions could discourage a potential third-party acquirer that might have an interest in acquiring all or a significant portion of UMB or HTLF from considering or proposing that acquisition.

The mergers will not be completed unless important conditions are satisfied or waived, including adoption of the merger agreement by holders of HTLF common stock and approval of the UMB share issuance and the UMB articles amendment by UMB shareholders.

Specified conditions set forth in the merger agreement must be satisfied or waived to complete the mergers. If the conditions are not satisfied or, subject to applicable law, waived, the mergers will not occur or will be delayed and each of HTLF and UMB may lose some or all of the intended benefits of the mergers. The following conditions must be satisfied or waived, if permissible, before HTLF and UMB are obligated to complete the mergers:

 

•

(i) approval of the UMB articles amendment and UMB share issuance proposal by the holders of UMB common stock by the requisite UMB vote and (ii) adoption of the merger agreement by the holders of HTLF common stock by the requisite HTLF vote;

 

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•

the authorization for listing on the Nasdaq, subject to official notice of issuance, of the shares of UMB common stock and new UMB preferred stock (or depositary shares in respect thereof) that will be issued pursuant to the merger agreement;

 

•

the specified governmental consents and approvals, including from the Federal Reserve Board and the OCC, having been received and the termination or expiration of all statutory waiting periods in respect thereof, in each case without the imposition of any materially burdensome regulatory condition;

 

•

the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part, and the absence of any stop order suspending the effectiveness of the registration statement or proceedings for such purpose initiated or threatened by the SEC and not withdrawn;

 

•

no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint or prohibition preventing the completion of either of the mergers or the bank merger being in effect, and no law, statute, rule, regulation, order, injunction or decree having been enacted, entered, promulgated or enforced by any governmental entity which prohibits or makes illegal the completion of the mergers or the bank merger;

 

•

the accuracy of the representations and warranties of HTLF on the one hand, and UMB and Merger Sub, on the other hand, contained in the merger agreement, generally as of the date on which the merger agreement was entered into and as of the closing date, subject to the materiality standards provided in the merger agreement (and the receipt by each party of a certificate dated as of the closing date and signed on behalf of the other party by its chief executive officer or chief financial officer to such effect);

 

•

the performance by HTLF, on the one hand, and UMB and Merger Sub, on the other hand, in all material respects of the obligations, covenants and agreements required to be performed by it under the merger agreement at or prior to the closing date (and the receipt by each party of a certificate dated as of the closing date and signed on behalf of the other party by its chief executive officer or chief financial officer to such effect); and

 

•

receipt by each of HTLF and UMB of opinions of legal counsel to the effect that on the basis of facts, representations and assumptions set forth or referred to in such opinion, the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

The unaudited pro forma condensed combined financial information included in this joint proxy statement/ prospectus is preliminary and the actual financial condition and results of operations of the surviving corporation after the mergers may differ materially.

The unaudited pro forma condensed combined financial information in this joint proxy statement/ prospectus is presented for illustrative purposes only and is not necessarily indicative of what the surviving corporation’s actual financial condition or results of operations would have been had the mergers been completed on the dates indicated. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates, to record the HTLF identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The fair value estimates reflected in this joint proxy statement/prospectus are preliminary, and final amounts will be based upon the actual consideration and the fair value of the assets and liabilities of HTLF as of the date of the completion of the mergers. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this joint proxy statement/prospectus. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

 

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Holders of UMB common stock and holders of HTLF common stock and HTLF preferred stock will not have appraisal rights or dissenters’ rights in the mergers.

Appraisal rights (also known as dissenters’ rights) are statutory rights that, if applicable under law, enable security holders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to security holders in connection with the extraordinary transaction.

Under Section 351.455 of Missouri law, the holders of UMB common stock will not be entitled to appraisal or dissenters’ rights in connection with the mergers with respect to any shares of UMB common stock that remain outstanding after the consummation of the mergers. If the mergers are completed, holders of UMB common stock will not receive any consideration for their shares of UMB common stock, and their shares of UMB common stock will remain outstanding and will constitute shares of the surviving corporation. Accordingly, holders of UMB common stock are not entitled to any appraisal or dissenters’ rights in connection with the mergers.

Under Section 262 of the DGCL, stockholders do not have appraisal rights with respect to shares of any class or series of stock if such shares of stock, or depositary receipts in respect thereof, are either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders, unless the stockholders receive in exchange for their shares anything other than shares of stock of the surviving or resulting corporation (or depositary receipts in respect thereof), or of any other corporation that is publicly listed or held by more than 2,000 holders of record, cash in lieu of fractional shares or fractional depositary receipts described above or any combination of the foregoing. Because HTLF common stock and HTLF preferred stock (or depositary receipts in respect thereof) are listed on the Nasdaq, a national securities exchange, and because HTLF stockholders will receive in the mergers only shares of UMB common stock and new UMB preferred stock, as applicable, each of which (or, in the case of new UMB preferred stock, depositary receipts in respect thereof) will be publicly listed on the Nasdaq at the effective time, and cash in lieu of fractional shares, holders of HTLF common stock and HTLF preferred stock are not entitled to any appraisal rights in connection with the mergers.

Neither of the opinions regarding the fairness, from a financial point of view, of the exchange ratio delivered to the HTLF board of directors or the UMB board of directors prior to the signing of the merger agreement reflect any changes in circumstances since the date on which such opinions were delivered.

The opinions rendered by KBW, financial advisor to HTLF, to the HTLF board of directors, and dated, on April 28, 2024, and by BofA Securities, financial advisor to UMB, to the UMB board of directors, and dated, on April 28, 2024, were based upon information available to such financial advisors as of the date of each respective opinion. Neither opinion reflects any changes that may occur or may have occurred after the date on which each opinion was delivered, including changes to the operations and prospects of HTLF or UMB, changes in general market and economic conditions, or other changes which may be beyond the control of HTLF and UMB. Any such changes may alter the relative value of HTLF or UMB or the prices of shares of HTLF common stock or UMB common stock by the time the mergers are completed. The opinions do not speak as of the date the mergers will be completed or as of any date other than the date of each respective opinion. For a description of the opinion that the HTLF board of directors received from HTLF’s financial advisor, please see “The Mergers—Opinion of HTLF’s Financial Advisor.” For a description of the opinion that the UMB board of directors received from UMB’s financial advisor, please see “The Mergers—Opinion of UMB’s Financial Advisor.”

Risks Relating to UMB’s Business

In addition to the below, you should read and consider risk factors specific to UMB’s business that will also affect UMB after the mergers. These risks are described in the sections entitled “Risk Factors” in UMB’s Annual Report on Form 10-K for the year ended December 31, 2023, UMB’s Quarterly Report on Form 10-Q for the three months ended March 31, 2024 and in other documents incorporated by reference into this joint proxy

 

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statement/prospectus. Please see the section entitled “Where You Can Find More Information” for the location of information incorporated by reference into this joint proxy statement/prospectus.

Settlement provisions contained in the forward sale agreement could result in substantial dilution to UMB’s earnings per share and return on equity or result in substantial cash payment obligations.

Bank of America, N.A., as forward purchaser under the forward sale agreement, has the right to accelerate the forward sale agreement and require UMB to physically settle on a date specified by the forward purchaser if:

 

•

it (or its affiliate) (i) is unable to borrow a number of shares of UMB common stock equal to the number of shares of UMB common stock underlying the forward sale agreement because of the lack of sufficient shares being made available for share borrowing by lenders or (ii) would incur a stock loan rate greater than the rate specified in the forward sale agreement to continue to borrow such shares;

 

•

certain ownership thresholds applicable to the forward purchaser, its affiliates and other persons who may form a beneficial share ownership group or whose ownership positions would be aggregated with the forward purchaser are exceeded;

 

•

UMB declares any dividend or distribution on UMB common stock that constitutes an extraordinary dividend or is payable in (i) cash in excess of a specified amount (other than extraordinary dividends), (ii) securities of another company owned (directly or indirectly) by UMB as a result of a spin-off or similar transaction or (iii) any other type of securities (other than UMB common stock), rights, warrants or other assets for payment at less than the prevailing market price, as reasonably determined by the forward purchaser;

 

•

there is an announcement of any event or transaction that, if consummated, would result in certain extraordinary events (as such term is defined in the forward sale agreement and which includes certain mergers and tender offers and the delisting of UMB common stock); or

 

•

certain other events of default, termination events or other specified events occur, including, among other things, any material misrepresentation made by UMB in connection with entering into the forward sale agreement or the occurrence of a hedging disruption or a change in law (as such terms are defined in the forward sale agreement).

The forward purchaser’s decision to exercise its right to accelerate the settlement of the forward sale agreement will be made irrespective of UMB’s need for capital. In such cases, UMB could be required to issue and deliver shares of UMB common stock under the physical settlement provisions of the forward sale agreement irrespective of UMB’s capital needs, which would result in dilution to UMB’s earnings per share and return on equity.

UMB expects to physically settle the forward sale agreement (by the delivery of shares of UMB common stock) and receive proceeds from the sale of those shares of UMB common stock upon one or more forward settlement dates within approximately eighteen (18) months from the date of the forward sale agreement. UMB may also elect cash settlement or net share settlement for all or a portion of its obligations under the forward sale agreement. Upon physical settlement or, if UMB so elects, net share settlement of the forward sale agreement, delivery of shares of UMB common stock in connection with such physical settlement or (to the extent that UMB is obligated to deliver shares of UMB common stock) net share settlement will result in dilution to UMB’s earnings per share and return on equity. If UMB elects cash settlement or net share settlement with respect to all or a portion of the shares of UMB common stock underlying the forward sale agreement, then UMB expects that the forward purchaser (or an affiliate thereof) will purchase a number of shares of UMB common stock necessary to satisfy its or its affiliate’s obligation to return the shares of UMB common stock borrowed from third parties in connection with sales of shares of UMB common stock related to the forward sale agreement and, if applicable in

 

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connection with net share settlement, to deliver shares of UMB common stock to UMB. If the market value of UMB common stock at the time of such purchase (as determined pursuant to the terms of the forward sale agreement) is above the forward sale price under the forward sale agreement at that time, then UMB would pay or deliver, as the case may be, to the forward purchaser under the forward sale agreement, an amount in cash, or a number of shares of UMB common stock with a market value (as determined pursuant to the terms of the forward sale agreement), equal to such difference. Any such difference could be significant.

In addition, the purchase of shares of UMB common stock in connection with the forward purchaser or its affiliate unwinding its hedge positions could cause the price of UMB common stock to increase over such time (or reduce or prevent a decrease over such time), thereby increasing the amount of cash UMB would owe to the forward purchaser (or decreasing the amount of cash that the forward purchaser would owe UMB) upon a cash settlement of the forward sale agreement or increasing the number of shares of UMB common stock UMB would deliver to the forward purchaser (or decreasing the number of shares of UMB common stock that the forward purchaser would deliver to UMB) upon net share settlement of the forward sale agreement. UMB will not be able to control the manner in which the forward purchaser unwinds its hedge positions.

Moreover, the forward sale price that UMB expects to receive upon physical settlement of the forward sale agreement will be subject to increase or decrease based on the specified rate less a spread, and subject to price adjustment and other provisions of the forward sale agreement, including a decrease based on amounts related to expected dividends on UMB common stock on dates specified in the forward sale agreement and if the cost to the forward purchaser (or its affiliate) of borrowing a number of shares of UMB common stock underlying the forward sale agreement exceeds a specified amount. If the specified rate is less than the spread on any day, the interest rate factor will result in a daily reduction of the applicable forward sale price. Reductions in the applicable forward sale price could also increase the amount of cash UMB would owe to the forward purchaser (or decrease the amount of cash that the forward purchaser would owe UMB) upon a cash settlement of the forward sale agreement or increase the number of shares of UMB common stock UMB would deliver to the forward purchaser (or decrease the number of shares of UMB common stock that the forward purchaser would deliver to UMB) upon net share settlement of the forward sale agreement.

In case of UMB’s bankruptcy or insolvency, the forward sale agreement will automatically terminate, and UMB would not receive the proceeds from the forward sales of UMB common stock.

If UMB files for or consents to a proceeding seeking a judgment in bankruptcy or insolvency or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or UMB or a regulatory authority with jurisdiction over UMB presents a petition for the winding-up or liquidation of UMB, and UMB consents to such a petition, then the forward sale agreement will automatically terminate. If the forward sale agreement so terminates under these circumstances, UMB would not be obligated to deliver to the forward purchaser any of the UMB common stock not previously delivered, and the forward purchaser would be discharged from its obligation to pay the applicable forward sale price per share in respect of any UMB common stock not previously settled under the forward sale agreement. Therefore, to the extent that there are any shares of UMB common stock with respect to which the forward sale agreement has not been settled at the time of the commencement of any such bankruptcy or insolvency proceedings, UMB would not receive the forward sale price per share in respect of those shares of UMB common stock.

Risks Relating to HTLF’s Business

You should read and consider risk factors specific to HTLF’s business that will also affect UMB after the mergers. These risks are described in the sections entitled “Risk Factors” in HTLF’s Annual Report on Form 10-K for the year ended December 31, 2023, HTLF’s Quarterly Report on Form 10-Q for the three months ended March 31, 2024 and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” for the location of information incorporated by reference into this joint proxy statement/ prospectus.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Rule 175 promulgated thereunder, and Section 21E of the Exchange Act, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Any statements about UMB’s, HTLF’s or the surviving corporation’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 transactions contemplated by the merger agreement, including future financial and operating results, the surviving corporation’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 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 merger agreement; the outcome of any legal proceedings that may be instituted against UMB or HTLF; the possibility that the mergers do not close when expected or at all because required regulatory, shareholder, or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the surviving corporation or the expected benefits of the transactions); the risk that the benefits from the transactions 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 transactions 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 transactions; 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 matters related to the mergers.

These factors are not necessarily all of the factors that could cause UMB’s, HTLF’s or the surviving corporation’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 surviving corporation’s results. Further information regarding UMB, HTLF and factors which could affect the forward-looking statements contained herein can be found in the section entitled “Risk Factors” and those set forth in UMB’s and HTLF’s annual reports and other filings with the SEC that are incorporated by referenced into this joint proxy statement/prospectus, as described in the section entitled “Where You Can Find More Information.”

For any forward-looking statements made in this joint proxy statement/prospectus or in any documents incorporated by reference into this joint proxy statement/prospectus, UMB and HTLF claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus or the dates of the documents incorporated by reference in this joint

 

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proxy statement/prospectus. As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainties of estimates, forecasts and projections and may be better or worse than projected and such differences could be material. Given these uncertainties, UMB and HTLF caution you not to place reliance on these forward-looking statements. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Except as required by applicable law, neither UMB nor HTLF undertakes to update these forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made.

UMB and HTLF expressly qualify in their entirety all forward-looking statements attributable to either UMB or HTLF or any person acting on either UMB’s or HTLF’s behalf by the cautionary statements contained or referred to in this joint proxy statement/prospectus.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined financial data is based on the separate historical financial statements of UMB and HTLF after giving effect to the mergers. The unaudited pro forma condensed combined financial data has been prepared in accordance with Article 11 of Regulation S-X and should be read in conjunction with the accompanying notes.

The unaudited pro forma condensed combined balance sheet as of March 31, 2024 combines the unaudited consolidated balance sheet of UMB as of March 31, 2024 with the unaudited consolidated balance sheet of HTLF as of March 31, 2024, giving effect to the mergers and the forward sale agreement dated April 28, 2024 (the “initial forward sale agreement”) and the additional forward sale agreement dated April 30, 2024 (the “additional forward sale agreement” and, together with the initial forward sale agreement, the forward sale agreement”) as if the mergers had been consummated and the forward sale agreement had been fully physically settled on March 31, 2024. See the section entitled “Description of UMB Capital Stock—UMB Common Stock—Forward Sale Agreement” for more information on the forward sale agreement.

The unaudited pro forma condensed combined statement of income for the year ended December 31, 2023 combines the audited consolidated statement of income of UMB for the year ended December 31, 2023 with the audited consolidated statement of income of HTLF for the year ended December 31, 2023, giving effect to the mergers and the forward sale agreement as if the mergers had been consummated and the forward sale agreement had been fully physically settled on January 1, 2023. The unaudited pro forma condensed combined statement of income for the period ended March 31, 2024 combines the unaudited consolidated statement of income of UMB for the period ended March 31, 2024 with the unaudited consolidated statement of income of HTLF for the period ended March 31, 2024, giving effect to the mergers and the forward sale agreement as if the mergers had been consummated and the forward sale agreement had been fully physically settled on January 1, 2024.

The unaudited pro forma condensed combined financial data was derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes, which are incorporated by reference into this joint proxy statement/prospectus by reference:

 

•

The historical audited consolidated financial statements of UMB included in UMB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023;

 

•

The historical audited consolidated financial statements of HTLF included in HTLF’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023;

 

•

The historical unaudited consolidated financial statements of UMB included in UMB’s Quarterly Report on Form 10-Q as of and for the period ended March 31, 2024; and

 

•

The historical unaudited consolidated financial statements of HTLF included in HTLF’s Quarterly Report on Form 10-Q as of and for the period ended March 31, 2024.

The unaudited pro forma condensed combined financial data should also be read together with other financial data included elsewhere or incorporated by reference into this joint proxy statement/prospectus.

The foregoing historical financial statements have been prepared in accordance with GAAP. The unaudited pro forma condensed combined financial data has been prepared based on the aforementioned historical financial statements and the accompanying notes and the assumptions and adjustments as described in the notes to the unaudited pro forma condensed combined financial data. The pro forma adjustments reflect transaction accounting adjustments related to the mergers and the forward sale agreement, both of which are discussed in

 

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further detail below. Amounts presented reflect the accounting for the acquisition of HTLF by UMB. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not purport to represent the surviving corporation’s consolidated results of operations or consolidated financial position that would actually have occurred had the mergers been consummated and the forward sale agreement had been fully physically settled on the dates assumed or to project the surviving corporation’s consolidated results of operations or consolidated financial position for any future date or period.

The unaudited pro forma condensed combined financial data appearing below is based on available preliminary information and certain assumptions that are believed to be reasonable as of the date of this joint proxy statement/prospectus and also does not consider any potential effects of changes in market conditions on revenues or expense efficiencies, among other factors. Future results may vary significantly from the results reflected because of various factors, including those discussed in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements,” “Risk Factors” and the consolidated audited and unaudited financial statements of HTLF and UMB included elsewhere, or incorporated by reference, in this joint proxy statement/prospectus. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the pro forma purchase price reflected in the unaudited pro forma condensed combined financial data is subject to adjustment and may vary significantly from the actual purchase price allocation that will be recorded upon completion of the mergers.

Accounting for the Mergers

The unaudited pro forma condensed combined financial data is provided to aid stockholders in their analysis of the financial aspects of the mergers and to provide information about the forward sale agreement. The unaudited pro forma condensed combined financial data has been prepared in accordance with Article 11 of Regulation S-X and should be read in conjunction with the accompanying notes.

Forward Sale Agreement

In connection with the forward sale agreement, the forward purchaser or its affiliate borrowed from third parties an aggregate of 3,220,000 shares of UMB common stock. Such borrowed shares of UMB common stock were delivered by the forward seller for sale to the underwriter in the offering. UMB did not receive any proceeds from the sale of the shares of UMB common stock sold by the forward seller to the underwriter. UMB expects to physically settle the forward sale agreement at the offering size of $231.84 million (by the delivery of shares of UMB common stock) and receive proceeds from the sale of those shares of UMB common stock upon one or more forward settlement dates within approximately eighteen (18) months from the date of the forward sale agreement. UMB may also elect cash settlement or net share settlement for all or a portion of UMB’s obligations under the forward sale agreement. If UMB elects to cash settle or net share settle the forward sale agreement, then UMB may not receive any proceeds from the issuance of shares of UMB common stock in respect of the forward sale agreement, and UMB will instead receive or pay cash (in the case of cash settlement) or receive or deliver shares of UMB common stock (in the case of net share settlement).

Basis of Pro Forma Presentation

The historical financial data of UMB and HTLF has been adjusted to give pro forma effect to the transaction accounting required for the mergers and the forward sale agreement. The adjustments in the unaudited pro forma condensed combined financial data have been identified and presented to provide relevant information necessary to evaluate the financial overview of the combined company upon closing of the mergers and full physical settlement of the forward sale agreement at the offering size of $231.84 million.

The unaudited pro forma condensed combined financial data is not necessarily indicative of what the combined company’s balance sheet or statement of income would have been had the mergers been completed and the forward sale agreement been fully physically settled at the offering size of $231.84 million as of the dates

 

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indicated, nor do they purport to project the future financial position or operating results of the surviving corporation. The unaudited pro forma condensed combined financial data is presented for illustrative purposes only and does not reflect the costs of any integration activities or cost savings or synergies that may be achieved as a result of the mergers. HTLF and UMB have not had any historical material relationship prior to the mergers. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF MARCH 31, 2024

 

		UMB Historical				HTLF Historical				Transaction Adjustments								Combined Pro Formas
ASSETS
Loans			23,637,649				11,644,641				(779,619	)			(A)				34,502,671
Allowance for credit losses on loans			(226,159	)			(123,934	)			59,860				(A)				(374,224	)
											(83,991	)			(D)
Net loans			23,411,490				11,520,707				(803,750	)							34,128,447
Loans held for sale			4,415				352,744												357,159
Securities:
Available for sale			6,541,391				4,418,222												10,959,613
Held to maturity, net of allowance for credit losses			5,622,617				841,055				(29,092	)			(A)				6,434,580
Trading securities			40,187																40,187
Other securities / Other investments at cost			473,434				68,524												541,958
Total securities			12,677,629				5,327,801				(29,092	)							17,976,338
Federal funds sold and securities purchased under agreements to resell			180,275																180,275
Interest-bearing due from banks			6,673,104																6,673,104
Interest bearing deposits with other banks and other short-term investments							236,190												236,190
Cash and due from banks			356,963				208,176				231,840				(B)				581,979
											(215,000	)			(C)
Time deposits in other financial institutions							1,240												1,240
Premises and equipment, net			231,918				160,518												392,436
Premises and equipment held for sale							16,064												16,064
Other real estate, net							2,590												2,590
Accrued income			221,447																221,447
Goodwill			207,385				576,005				160,246				(A)				943,636
Other intangibles, net			69,052				16,923				409,077				(A)				495,052
Cash surrender value on life insurance							197,671												197,671
Deferred tax assets											58,124				(A)				58,124
Other assets			1,309,697				516,198												1,825,895
Total assets			45,343,375				19,132,827				(188,555	)							64,287,647
LIABILITIES
Deposits
Noninterest-bearing demand			13,251,090				4,264,390												17,515,480
Interest-bearing demand and savings			21,018,911				8,669,221												29,688,132
Time deposits under $250,000			2,044,280																2,044,280
Time deposits of $250,000 or more			599,329																599,329
Time deposits							2,368,555				9,009				(A)				2,377,564
Total deposits			36,913,610				15,302,166				9,009								52,224,785
Federal funds purchased and repurchase agreements			2,225,474																2,225,474
Borrowings							650,033												650,033
Short-term debt			1,800,000																1,800,000
Long-term debt			383,742				372,652				(72,000	)			(A)				684,394
Accrued expenses and taxes			374,888																374,888
Deposits held for sale							596,328												596,328
Other liabilities			492,845																492,845
Accrued expenses and other liabilities							232,815												232,815
Total liabilities			42,190,559				17,153,994				(62,991	)							59,281,562
SHAREHOLDER’S EQUITY
Series E Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock							110,705												110,705
Common stock			55,057				42,784				(19,284	)			(A)				81,777
											3,220				(B)
Capital surplus			1,127,806				1,093,207				693,008				(A)				3,142,641
											228,620				(B)
Retained earnings			2,903,106				1,178,330				(1,178,330	)			(A)				2,604,115
											(215,000	)			(C)
											(83,991	)			(D)
Accumulated other comprehensive loss, net			(594,538	)			(446,193	)			446,193				(A)				(594,538	)
Treasury stock, at cost			(338,615	)															(338,615	)
Total shareholder’s equity			3,152,816				1,978,833				(125,564	)							5,006,085
Total liabilities and stockholders’ equity			45,343,375				19,132,827				(188,555	)							64,287,647

 

43

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2024

 

		UMB Historical				HTLF Historical				Transaction Adjustments								Combined Pro Formas
INTEREST INCOME
Loans			385,566				195,661				38,981				(AA)				620,208
Securities:																			-
Taxable interest			61,111				47,014												108,125
Tax-exempt securities income			25,333				6,041												31,374
Total securities income			86,444				53,055				-								139,499
Federal funds and resell agreements			3,062																3,062
Interest-bearing due from banks			44,688																44,688
Interest on interest bearing deposits in other financial institutions							3,006												3,006
Trading securities			305																305
Total interest income			520,065				251,722				38,981								810,768
INTEREST EXPENSE
Deposits			223,875				84,134												308,009
Federal funds and repurchase agreements			27,662																27,662
Borrowings							7,524												7,524
Term debt							5,849				(2,082	)			(AA)				3,767
Other			29,094																29,094
Total interest expense			280,631				97,507				(2,082	)							376,056
Net interest income			239,434				154,215				41,063								434,712
Provision for credit losses			10,000				986												10,986
Net interest income after provision for credit losses			229,434				153,229				41,063								423,726
NONINTEREST INCOME
Trust and securities processing			69,478																69,478
Trading and investment banking			5,462																5,462
Service charges on deposit accounts			20,757				17,063												37,820
Loan servicing income							131												131
Trust fees							5,043												5,043
Insurance fees and commissions			283																283
Brokerage fees			13,160																13,160
Brokerage fees and insurance commissions							754												754
Capital market fees							891												891
Bankcard fees			21,968																21,968
Investment securities (losses) gains, net			9,371				58												9,429
Unrealized (loss) gain on equity securities, net							95												95
Net gains on sale of loans held for sale							104												104
Income on bank owned life insurance							1,177												1,177
Other			18,765				2,347												21,112
Total noninterest income			159,244				27,663				-								186,907
NONINTEREST EXPENSE
Salaries and employee benefits			143,006				63,955												206,961
Occupancy, net			12,270				7,263												19,533
Equipment			16,503				2,337												18,840
Supplies and services			3,301																3,301
Marketing and business development / Advertising expense			6,025				1,358												7,383
Processing Fees			27,936																27,936
Legal and consulting			7,894																7,894
Bankcard			10,567																10,567
Amortization and other intangible assets			1,960				1,492				16,735				(AA	)			20,187
Regulatory fees			19,395																19,395
Professional fees							15,531												15,531
FDIC insurance assessments							4,969												4,969
Other real estate and loan collection expenses							512												512

 

44

		UMB Historical				HTLF Historical				Transaction Adjustments								Combined Pro Formas
(Gain) on sales/valuations of assets, net							214												214
Acquisition, integration and restructuring costs							1,375												1,375
Partnership investment in tax credit projects							494												494
Other			5,947				14,095												20,042
Total noninterest expense			254,804				113,595				16,735								385,134
Income before income taxes			133,874				67,297				24,328								225,499
Income tax expense (benefit)			23,616				15,590				5,109				(DD)				44,315
NET INCOME			110,258				51,707				19,219								181,184
Preferred dividends							(2,013	)											(2,013	)
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS			110,258				49,694				19,219								179,171
PER SHARE DATA
Net income- basic			$2.27				$1.16												$2.38
Net income- diluted			2.25				1.16												2.37
Dividends			0.39				0.30												0.69
Weighted average shares outstanding – basic			48,663,515				42,807,000												75,383,515
Weighted average shares outstanding – diluted			48,920,863				42,916,000												75,700,813

 

45