We are advising UMB on the acquisition and a $201.6 million stock offering

Davis Polk is advising UMB Financial Corporation on its $2 billion all-stock acquisition of Heartland Financial, USA Inc. (HTLF). Under the terms of the merger agreement, Heartland Financial stockholders will receive a fixed exchange ratio of 0.55 shares of UMB common stock for each share of Heartland Financial common stock. The transaction is subject to customary closing conditions, including regulatory approvals and approval by UMB shareholders and Heartland Financial stockholders, and is expected to close in the first quarter of 2025.

Davis Polk is also advising UMB on a public offering of 2,800,000 shares of its common stock at a price of $75.00 per share, before underwriting discounts and commissions, for approximate net proceeds of $201.6 million, before offering expenses, pursuant to a forward sale agreement with an affiliate of BofA Securities.

UMB Financial Corporation is a financial services company headquartered in Kansas City, Missouri. UMB offers commercial banking, which includes comprehensive deposit, lending and investment services; personal banking, which includes wealth management and financial planning services; and institutional banking, which includes asset servicing, corporate trust solutions, investment banking and healthcare services.

Heartland Financial is a Denver, Colorado-based bank holding company operating under the brand name HTLF, with assets of approximately $19 billion as of March 31, 2024. HTLF’s banks serve customers in the West, Southwest and Midwest regions.

The Davis Polk financial institutions M&A team includes partner Lee Hochbaum, Chair of Financial Institutions Randall D. Guynn, counsel Lisa Ogust Cammer and Dana Seesel Bayersdorfer and associate Erin Guiltinan. Partners Pedro J. Bermeo and Mark J. DiFiore and associate Meaghan Kennedy are providing capital markets advice. Partner Jennifer S. Conway and associate Elizabeth Smith are providing executive compensation advice. Partner David H. Schnabel is providing tax advice. Partner Frank J. Azzopardi is providing intellectual property advice. All members of the Davis Polk team are based in the New York office.