UMB Financial Corporation (NasdaqGS:UMBF) entered into a letter of intent to acquire Heartland Financial USA, Inc. (NasdaqGS:HTLF) from Bruce K. Lee and others on March 25, 2024. UMB Financial Corporation (NasdaqGS:UMBF) entered into a definitive merger agreement to acquire Heartland Financial USA, Inc. (NasdaqGS:HTLF) from Bruce K. Lee and others for $2 billion on April 28, 2024. UMB will acquire HTLF, in an all-stock transaction valued at approximately $2.0 billion. Under the terms of the merger agreement, HTLF stockholders will receive a fixed exchange ratio of 0.55 shares of UMB common stock for each share of HTLF common stock. Following completion of the 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 of Directors will join the UMB Board, which will be expanded to 16 members. The Merger Agreement provides certain termination rights for both HTLF and UMB and further provides that a termination fee of $70 million will be payable by either HTLF or UMB, as applicable, following termination of the Merger Agreement under certain circumstances.

The transaction is subject to customary closing conditions, including approval by UMB shareholders and HTLF stockholders, authorization for listing on the Nasdaq Global Select Market of the shares of UMB Common Stock and UMB Preferred Stock to be issued in the Merger, subject to official notice of issuance, receipt of specified governmental consents and approvals, including from the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency, and termination or expiration of all applicable waiting periods in respect thereof, in each case without the imposition of a Materially Burdensome Regulatory Condition, effectiveness of the registration statement on Form S-4 for UMB Common Stock and UMB Preferred Stock to be issued in the Merger. Transaction has been unanimously approved by the Boards of Directors of each company. Concurrently with the execution and delivery of the Merger Agreement, Bruce K. Lee, the Chief Executive Officer of HTLF, who holds and has the sole power to vote or direct the voting of approximately 0.2% of the issued and outstanding shares of HTLF Common Stock, entered into a support agreement to vote in favor of the approval and adoption of the Merger Agreement. Transaction is expected to close in the first quarter of 2025.

BofA Securities, Inc. is serving as financial advisor to UMB and Randall D. Guynn and Lee Hochbaum of Davis Polk and Wardwell LLP is serving as UMB?s legal advisor. UMB has agreed to pay BofA Securities for its services in connection with the mergers an aggregate fee of $17 million, a portion of which was payable in connection with its opinion and a significant portion of which is contingent upon the consummation of the mergers. Keefe, Bruyette & Woods, A Stifel Company, is serving as financial advisor to HTLF and Jacob A. Kling and Steven R. Green of Wachtell, Lipton, Rosen & Katz is serving as HTLF?s legal advisor. Keefe, Bruyette & Woods, Inc. acted as fairness opinion provider to the board of directors of HTLF. HTLF has agreed to pay KBW a cash fee equal to 1.00% of the aggregate merger consideration, $2,000,000 of which became payable to KBW with the rendering of KBW?s opinion. BofA Securities, Inc. acted as fairness opinion provider to the board of directors of UMB. Okapi Partners acted as proxy solicitor to UMB Financial. To assist in the solicitation of proxies, UMB has retained Okapi, for a fee of $30,000 plus reimbursement of reasonable and customary documented out-of-pocket expenses for their services. D.F. King & Co., Inc. acted as proxy solicitor to HTLF. To assist in the solicitation of proxies, HTLF has retained D.F. King & Co., Inc., for a fee of $10,000 plus an additional fee for each holder of HTLF common stock contacted plus reimbursement of reasonable and customary documented out-of-pocket expenses. Computershare acted as transfer agent to UMB. Sandberg Phoenix & Von Gontard P.C. acted as legal advisor to UMB. KPMG LLP acted as accountant to UMB and HTLF.