Umb Financial Corporation · NASDAQ:UMBF
Umb Financial — Merger or Acquisition (April 2024)
26 slides from Umb Financial's merger presentation, Apr 29, 2024
Slide 1: UMB Acquisition of Heartland Financial: Strategically Compelling, Financially Attractive
Exhibit 99.2 UMB Acquisition of Heartland Financial Strategically Compelling, Financially Attractive UMB Financial Corporation April 29, 2024
Slide 2: Cautionary Note Regarding Forward-Looking Statements
Cautionary Note Regarding Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule
Slide 3: Accelerates UMB's Organic Growth Strategically & Financially
Accelerates UMB’s Organic Growth Strategically & Financially (1) Enhances scale, creating an estimated ~$65B asset multi-regional champion Significant Scale Increases density in existing markets (Denver, Phoenix, Kansas City) in Attractive Markets Expands into attractive new geographies (West Texas,
Slide 4: Attractive Transaction Creates a ~$65B Asset Regional Champion
Attractive Transaction Creates a ~$65B Asset Regional Champion Pro Forma Metrics $64.5B $21.2B Assets Wealth AUM/AUA $6.2B 13 (5) Market Cap Total States (4) Heartland: 107 $52.2B $35.0B UMB: 90 Deposits Loans Pro Forma: 197 Attractive Deal Pricing & Financial Metrics UMB Transaction (2)(3) EPS Accr
Slide 5: Transaction Structure
Transaction Structure ▪ 100% stock consideration Transaction ▪ Fixed exchange ratio 0.55x UMB shares for each HTLF share Structure ▪ Ownership : 64.9% UMB | 31.4% HTLF | 3.7% Equity raise investors (1) ▪ Deal value of $2.0B, $45.74 per HTLF share; equivalent to 28.1% premium (1) ▪ Price / 2025E Cons
Slide 6: Positions UMB for Future Growth
Positions UMB for Future Growth Enhanced Profitability & Capital Generation Comparison with $20B - $100B Asset Banks By the Numbers, Projected: Median 19.6% Top Quartile Common Equity Tier 1 of ~10% (1) at Close of Transaction Strong Core Earnings Power: (2) Net Income + Cost Savings = $0.7B ~$0.7B
Slide 7: About Heartland
About Heartland Company Overview ▪ Heartland Financial USA (NASDAQ: HTLF) ▪ Year Established: 1981 (1) Total Assets Total Deposits ▪ Headquarters: Denver, CO $19.1B $15.3B (1) ▪ 107 Branches: Located across the Midwest, West & Southwest Regions (4) (5) Total Loans HFI ROAA Business Highlights $11.6B
Slide 8: Heartland: Footprint & Brands
Heartland: Footprint & Brands Branches in Select MSAs Announced sale of Rocky Mountain Bank branches in February 2024 (9 Branches, $363M Loans, $594M Deposits) Phoenix, AZ Rockford, IL Arizona Bank & Trust Illinois Bank & Trust 7 Branches 5 Branches $1.5B in Deposits $1.5B in Deposits Albuquerque, N
Slide 9: Builds Presence in the Midwest and Southwest – New & Enhanced Markets
Builds Presence in the Midwest and Southwest – New & Enhanced Markets (1) 85%+ of Pro Forma Deposits in Markets With a Top 10 Rank Market Demographics Deposits 2024 '24-'29E 2024 Total Market UMB HTLF UMB HTLF Pro Forma Population Population Median Deposits Deposits Deposits Deposits % of Market Mar
Slide 10: Heartland: Stable & Granular Deposit Base
Heartland: Stable & Granular Deposit Base (1) (1) HTLF Deposits by Type Deposit Diversification (2) Deposits by Geography Deposits by Industry Healthcare 11% Savings NM 15% 7% Wholesale Public Admin. 10% / Inst. Noninterest 7% CO 13% Bearing Construction 9% Time 28% Deposits Non-Profit 8% TX 12% 11%
Slide 11: Heartland: Diverse, Commercially-Focused Loan Portfolio
Heartland: Diverse, Commercially-Focused Loan Portfolio (1) (2) (1) HTLF Loans by Type HTLF Geographic Diversification Cons / Other KS/MO 1-4 Fam 4% 5% CO MN 6% 7% 16% Ag. C&I 7% NM 33% 8% Construction AZ 8% IA 13% $11.6B $11.6B 9% CA Inv. CRE TX 9% 21% 13% Owner-Occ CRE IL WI 21% 10% 10% Key Portfo
Slide 12: Heartland: CRE Portfolio Details
Heartland: CRE Portfolio Details (1) Pro Forma CRE Regulatory Concentrations Diverse Investor CRE Portfolio (2) Highlights UMB HTLF Pro Forma $1.9mm 4.48 0.00% 189% 181% 186% CRE Concentration Avg. Years to Maturity Avg. Loan Size Nonaccrual 71% 53% 65% C&D Concentration Inv. CRE Portfolio by Proper
Slide 13: Similar Cultures & Complementary Strengths
Similar Cultures & Complementary Strengths Long History Founded 1913 1981 Geographic Focus Operating Regions Midwest, SW, West Midwest, SW, West 15% 16% Commercial 34% (1) CRE 27% Loan Mix 57% 30% 56% Consumer / Other Business Mix Strong Wealth Business $16.2B AUM / AUA $5.0B AUM / AUA (2) 3Y Avg. N
Slide 14: Conservative Credit Cultures
Conservative Credit Cultures Net Charge-Offs / Average Loans (1) Loans 30-89 Days Past Due / Total Loans (2) $20B-$100B Banks Source: S&P Capital IQ, UMB and Heartland management. (1) Nonperforming assets, net of guaranteed loans and guaranteed foreclosed assets, as a percent of the sum of gross loa
Slide 15: Meaningful Scale Opportunities with Complementary Business Models
Meaningful Scale Opportunities with Complementary Business Models + Heartland Contribution Retail / Consumer Banking $1.3B in Loans | $5.6B in Deposits | 169,000+ Clients (1) Wealth Management $5.0B in AUM / AUA | $1.3B in Loans | $5.6B in Deposits Healthcare | Institutional CRE | Complex Commercial
Slide 16: Robust & Comprehensive Due Diligence
Robust & Comprehensive Due Diligence Diligence Focus Areas Comprehensive Review ▪ Thorough due diligence has been conducted by the UMB team to Credit & Underwriting develop an understanding of the business model and system capabilities of Heartland ▪ Every line of business and support service area w
Slide 17: Key Transaction Assumptions
Key Transaction Assumptions ▪ Projections based on Wall Street consensus net income estimates until 2025 – grown at 5% thereafter (1) Earnings o 2025E Net Income: UMB: $378mm; Heartland: $202mm o 2025E EPS: UMB: $7.70; Heartland: $4.70 ▪ 27.5% of Heartland’s non-interest expense base ($124mm pre-tax
Slide 18: Powerful Ongoing Capital Generation
Powerful Ongoing Capital Generation Combined Earnings + CET1 at Close Interest Rate Marks (1) Cost Savings (2) Combined Earnings: $580.3 (3) Run-Rate Cost Savings: 93.5 ~$0.7bn to Core Earnings Power: $673.8 ~10.1% accrete through (4) (5) (Less) Dividends: (117.8) earnings Core Retained Earnings: $5
Slide 19: Accelerates UMB's Organic Growth Strategically & Financially
Accelerates UMB’s Organic Growth Strategically & Financially (1) Enhances scale, creating an estimated ~$65B asset multi-regional champion Significant Scale Increases density in existing markets (Denver, Phoenix, Kansas City) in Attractive Markets Expands into attractive new geographies (West Texas,
Slide 20: Appendix
UME Appendix
Slide 21: Illustrative Pro Forma Net Income & EPS Accretion Reconciliation
Illustrative Pro Forma Net Income & EPS Accretion Reconciliation (1) Illustrative Fully Phased-In 2025E EPS Accretion 2025E (2) UMBF Net Income $378.1 (2) Heartland Net Income 202.2 Combined Net Income $580.3 (3) Run-Rate Cost Savings $93.5 Rate Marks Accretion 134.5 Non-PCD Fair Value Mark Accretio
Slide 22: Tangible Book Value Dilution Reconciliation
Tangible Book Value Dilution Reconciliation (1) Illustrative Tangible Book Value Dilution Calculation of Potential Intangibles $ Millions $ Millions Shares (mm) $ per Share Deal Value $1,975.9 UMB Tangible Book Value at Close (3/31/25) 48.7 $64.48 $3,143.2 (3) (1) HTLF TBV at Close $1,519.7 Equity C
Slide 23: Combined Loans and Deposit Mix
Combined Loans and Deposit Mix (1) Pro Forma Multi- Farm, Agri, Multi- Multi- Family Fin Inst. Family Family Farm, Agri, Consumer / Fin Inst. Other Consumer / Other Consumer / Owner- Other Farm, Agri, Occ. CRE Fin Inst. Owner- Occ. CRE C&I C&I C&D Owner- Occ. CRE $23.4B $11.6B $35.0B C&I C&D Yield:
Slide 24: Non-GAAP Reconciliations
Non-GAAP Reconciliations Price / TBV for UMB Adj. ROAA and ROATCE for Heartland March 31. 2024 Total shareholders' equity (GAAP) $3,152,816 March 31. 2024 Less: Intangible assets $51,707 Net Income/(loss) 207,385 Goodwill (58) Loss from sale of securities Other intangibles, net 69,052 214 (Gain) los
Slide 25: Additional Information
Additional Information Additional Information about the Transaction and Where to Find It This presentation does not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any securities or a solicitation of any vote or approval. In connection with the Transaction, UMB wi
Slide 26: Additional Information: Participants in the Solicitation
Additional Information Participants in the Solicitation UMB, HTLF, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of UMB and stockholders of HTLF in connection with the Transaction under the rules