UMB Financial Corp. Acquires Cadence Bank Wealth Management

TL;DR

UMB Financial Corp. buying Cadence Bank's wealth management for $3.5B AUM.

AI Summary

UMB Financial Corp. announced on July 26, 2024, that it has entered into a definitive agreement to acquire the wealth management business of Cadence Bank. This acquisition is expected to add approximately $3.5 billion in assets under management and $1.8 billion in assets under administration to UMB Financial Corp.'s existing wealth management division.

Why It Matters

This strategic acquisition expands UMB Financial Corp.'s wealth management capabilities and market presence, potentially leading to increased revenue and client base in this growing sector.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks, including integration challenges, potential overpayment, and the possibility of not realizing expected synergies.

Key Numbers

• $3.5B — Assets Under Management (Acquired from Cadence Bank's wealth management business)
• $1.8B — Assets Under Administration (Acquired from Cadence Bank's wealth management business)

Key Players & Entities

• UMB Financial Corp. (company) — Acquiring company
• Cadence Bank (company) — Target company's wealth management business
• $3.5 billion (dollar_amount) — Assets under management acquired
• $1.8 billion (dollar_amount) — Assets under administration acquired
• July 26, 2024 (date) — Date of the announcement and agreement

FAQ

Key Financial Figures

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• $20 billion — ices industry with total assets between $20 billion and $60 billion: Selected Publicly Tr
• $60 billion — th total assets between $20 billion and $60 billion: Selected Publicly Traded Companies
• $10 billion — ices industry with total assets between $10 billion and $30 billion: Selected Publicly Tr
• $30 billion — th total assets between $10 billion and $30 billion: Selected Publicly Traded Companies
• $500 million — erger transactions with a value between $500 million and $5 billion: Date Announced Acqu
• $5 billion — s with a value between $500 million and $5 billion: Date Announced Acquiror Target T
• $0.5 — Financial Corp. Macatawa Bank Corp. $0.5 9/18/2023 Eastern Bankshares, Inc.
• $0.7 — al, Inc. Luther Burbank Corporation $0.7 11/19/2021 Simmons First National C
• $0.6 — on Spirit of Texas Bancshares, Inc. $0.6 10/20/2021 Raymond James Financial,
• $2.2 — ens BancShares, Inc. CIT Group Inc. $2.2 2/3/2020 Pacific Premier Bank Opu
• $1.1 — Inc. Carolina Financial Corporation $1.1 10/21/2019 First BanCorp. Santand
• $2,000,000 — of the aggregate merger consideration, $2,000,000 of which became payable to KBW with the

Filing Documents

• d870882d8k.htm (8-K) — 121KB
• 0001193125-24-186351.txt ( ) — 254KB
• umbf-20240726.xsd (EX-101.SCH) — 3KB
• umbf-20240726_lab.xml (EX-101.LAB) — 17KB
• umbf-20240726_pre.xml (EX-101.PRE) — 11KB
• d870882d8k_htm.xml (XML) — 4KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): July 26, 2024 UMB FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) MO 001-38481 43-0903811 (State or other jurisdiction of incorporation or organization) (Commission File No.) (IRS Employer Identification No.) 1010 Grand Blvd. Kansas City , MO 64106 (Address of principal executive offices) (Zip Code) (816) 860-7000 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of exchange on which registered Common Stock, $1.00 Par Value UMBF The Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company 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 13(a) of the Exchange Act. Item8.01. Other Events. As previously reported, on April 28, 2024, UMB Financial Corporation, a Missouri corporation ("UMB"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Heartland Financial USA, Inc., a Delaware corporation ("HTLF") and Blue Sky Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of UMB ("Blue Sky Merger Sub"), pursuant to which (i) Blue Sky 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 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. In connection with the Mergers, UMB filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 on June 13, 2024, as amended on July 2, 2024, and which was declared effective by the SEC on July 5, 2024, which contained a prospectus with respect to the shares of UMB capital stock to be issued in connection with the Mergers and a joint proxy statement of UMB and HTLF. Each of UMB and HTLF filed a definitive joint proxy statement/prospectus with the SEC on July 5, 2024 (collectively, the "joint proxy statement/prospectus"), which UMB and HTLF first mailed to their respective stockholders or shareholders on or about July 5, 2024. Following the announcement of the Merger Agreement and as of the date of this Current Report on Form 8-K, purported stockholders of HTLF filed the following lawsuits against HTLF, the individual members of the HTLF board of directors, and/or UMB: (i) Michenzie v. Heartland Financial USA, Inc., et al. , Case No. 1:24-cv-01741 (D. Colo. June 21, 2024) (the "Michenzie Complaint"), (ii) Garfield v. Engel, et al. , Case No. 2024CV32184 (Colo. Dist. Ct. Jul. 18, 2024) (the "Garfield Complaint"), (iii) Hamilton v. Heartland Financial USA, Inc., et al. , Case No. 653695/2024 (N.Y. Sup. Ct. Jul. 23, 2024) (the "Hamilton Complaint") and (iv) Williams v. Heartland Financial USA, Inc., et al. , Case No. 653706/2024 (N.Y. Sup. Ct. Jul. 24, 2024) (the "Williams Complaint", and together with the Michenzie Complaint, the Garfield Complaint and the Hamilton Complaint, the "Complaints"). Additionally, beginning on June 24, 2024, HTLF received demand letters from counsel representing other individual purported stockholders of HTLF (collectively, the "Demands" and, together with the Complaints, the "Matters"). The Matters allege, among other things, that the defendants caused a false and misleading registration statement relating to the Mergers to be filed with the SEC in violation of Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 14a-9 promulgated thereunder, breached their fi

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