UMB(US:UMBF)2024-05-01 17:22Transaction Overview - UMB is acquiring Heartland Financial USA (HTLF) in a 100% stock transaction with a fixed exchange ratio of 0.55x UMB shares for each HTLF share[13] - The deal is valued at $2.0 billion, equivalent to $45.74 per HTLF share, representing a 28.1% premium[13] - UMB will raise $210 million of common equity priced at $75.00 per share[13] - Post-closing, the UMB Board will have 16 members, including 11 UMB directors and 5 Heartland directors[13] - The transaction is anticipated to close in the first quarter of 2025[13] Financial Impact - The combined company will have approximately $65 billion in assets[26, 27] - UMB anticipates $124 million in pre-tax run-rate cost savings from the transaction[9, 12, 15, 31] - The transaction is expected to result in 31% EPS accretion[29] - The combined company is projected to have a Common Equity Tier 1 (CET1) ratio of approximately 10% at closing[29, 32] Strategic Rationale - The acquisition enhances UMB's scale and density in existing markets and expands into new geographies[26] - The combination is expected to increase Assets Under Management (AUM) / Assets Under Advisement (AUA) by approximately 31%[26] - The combined company will have a loan-to-deposit ratio of 67%, positioning UMB for growth[26] - The transaction is projected to enhance Return on Average Tangible Common Equity (ROATCE) by approximately 800 basis points[26] Company Information - Heartland Financial USA has total assets of $19.1 billion and total deposits of $15.3 billion as of March 31, 2024[17] - Heartland has $5.0 billion in AUM/AUA[41, 60] - Heartland has 107 branches located across the Midwest, West, and Southwest regions[16, 28]