UMB Financial to acquire Heartland Financial in $2B all-stock transaction

UMB Financial (UMBF) and Heartland Financial (HTLF) announced that they have entered into a definitive merger agreement under which UMB Financial will acquire Heartland Financial, in an all-stock transaction valued at approximately $2B. Founded in 1981, HTLF is headquartered in Denver and has $19.4B in assets, $16.2B in total deposits and $12.1B in total loans, as of March 31. This transaction, the largest in UMB’s 111-year history, will result in UMB having $64.5B in assets. The transaction will increase UMB’s private wealth management’s AUM/AUA by 31% and nearly doubles its retail deposit base. It will also add 107 branches and 237 ATMs to UMB’s 90 branches and 238 ATMs, expanding the network for both companies’ customers. Under the terms of the merger agreement, which were approved by the boards of each company, HTLF stockholders will receive a fixed exchange ratio of 0.55 shares of UMB common stock for each share of HTLF common stock. This per share consideration is valued at $45.74 per share based on UMB’s closing price of $83.17 on April 26. Following completion of this contemplated transaction, former HTLF stockholders are expected to collectively represent approximately 31% of the combined company. At the closing of the transaction, five members of the HTLF board will join the UMB board, which will be expanded to 16 members. HTLF has 1,900 associates and UMB has 3,600. Until the transaction closes, the companies will continue to operate independently. The transaction is subject to customary closing conditions, including regulatory approvals and approval by UMB shareholders and HTLF stockholders, and is expected to close in the first quarter of 2025.