Heartland Financial USA, Inc. (NASDAQ:HTLF) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01

Completion of Acquisition or Disposition of Assets

As described above, at the Effective Time on the Closing Date, Heartland completed its previously announced acquisition of Citywide. At the Effective Time, each issued and outstanding share of Citywide’s ClassA Common Stock, SeriesI, no par value, and Citywide’s ClassA Common Stock, SeriesII, no par value (collectively, “Citywide Common Stock”), was automatically converted into the right to receive (a)3.300 shares of Common Stock, par value $1.00 per share, of Heartland (“Heartland Common Stock”), and (b)$60.16 in cash (the “Cash Consideration”), subject to certain “hold-back” provisions of the Merger Agreement relating to the Cash Consideration. As a result of these hold-back provisions, $4.17 will be held back from the Cash Consideration distributed to holders of Citywide Common Stock pending release thereof to the terms of the Merger Agreement.

At the Effective Time, 974,616 shares of Citywide Common Stock were issued and outstanding. As a result, Heartland will issue an aggregate of approximately 3,216,233 shares of Heartland Common Stock (cash will be paid in lieu of fractional shares) and pay an aggregate of approximately $58,632,899 to holders of Citywide Common Stock, subject to the holdback provisions of the Merger Agreement relating to the Cash Consideration.

As required by the Merger Agreement, immediately prior to the Effective Time, Citywide redeemed all issued and outstanding shares of its 7.5% Senior Non-Cumulative Perpetual Preferred Stock, SeriesA, for $5,050,000. At the Effective Time, Heartland assumed Citywide’s obligations and acquired its rights relating to Citywide Capital TrustIII, Citywide Capital TrustIV and Citywide Capital TrustIV. Specifically, Heartland assumed Citywide’s obligations with respect to (a)the Floating Rate Junior Subordinated Deferrable Interest Debentures, dated December12, 2003, of Citywide in favor of Wilmington Trust Company, as Institutional Trustee for Citywide Capital Trust III (the “2003 Debentures”), (b)the Floating Rate Junior Subordinated Deferrable Interest Debentures, dated September29, 2004, of Citywide in favor of Wilmington Trust Company, as Institutional Trustee for Citywide Capital Trust IV (the “2004 Debentures”), and (c)the Junior Subordinated Debt Securities due 2036, dated May31, 2006, of Citywide in favor of LaSalle Bank National Association, as Institutional Trustee for Citywide Capital TrustV (such Junior Subordinated Debt Securities due 2036, together with the 2003 Debentures and the 2004 Debentures, the “Debt Securities”). As of June30, 2017, the aggregate principal amount of the Debt Securities was $27,836,000.

Immediately following the Effective Time, Citywide Banks, a Colorado banking corporation and wholly owned subsidiary of Citywide, was merged with and into Centennial Bank and Trust, a Colorado banking corporation and wholly owned subsidiary of Heartland (“Centennial”), and Centennial was renamed “Citywide Banks.” Heartland’s expanded Colorado banking corporation subsidiary is now operated under this name.

The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 10.47 to the Annual Report on Form 10-K filed by Heartland with the Securities and Exchange Commission on March1, 2017 and the terms of which are incorporated by reference herein.

On July 10, 2017, Heartland issued a press release announcing completion of the Merger. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

(d) Exhibits.

HEARTLAND FINANCIAL USA INC Exhibit
EX-99.1 2 ex991citywideclosing7-7×20.htm EXHIBIT 99.1 Exhibit Exhibit 99.1 HEARTLAND CONTACT:FOR IMMEDIATE RELEASEBryan R. McKeagJuly 10,…
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About Heartland Financial USA, Inc. (NASDAQ:HTLF)

Heartland Financial USA, Inc. (Heartland) is a multi-bank holding company. The Company’s segments include community and other banking, and retail mortgage banking. Its community and other banking segment is engaged in making loans to, and generating deposits from, individuals and businesses in the markets where Heartland has banks. Its retail mortgage banking segment is engaged in the origination of residential loans and subsequent sale of those loans to investors. The Company conducts its community banking business through independently chartered community banks (collectively, the Bank Subsidiaries). Its loans include commercial, commercial real estate and consumer loans. Its securities portfolio consists of United States Government corporations and agencies, mortgage-backed securities and other securities. Its deposit products include checking and other demand deposit accounts, negotiable order of withdrawal accounts, certificates of deposit and other time deposits.