UMB FINANCIAL CORPORATION (NASDAQ:UMBF) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01
Closing of the Sale of Scout
On November17, 2017 (the “Closing Date”), UMB Financial Corporation (the “Company”) closed the previously announced sale of its previously owned subsidiaries Scout Distributors, LLC, a Missouri limited liability company (“Scout Distributors”) and Scout Investments, Inc., a Missouri corporation (“Scout”) to Carillon Tower Advisers, Inc., a Florida corporation (“Carillon”). Specifically, to the Stock Purchase Agreement dated as of April19, 2017 (the “Stock Purchase Agreement”), by and among the Company, Carillon and, in connection with certain provisions only, Raymond James Financial, Inc., a Florida corporation and the direct parent of Carillon (“Raymond James”), the Company contributed all of the issued and outstanding membership interests in Scout Distributers to Scout, and thereafter, sold all of the issued and outstanding shares in Scout (the “Scout Stock”) to Carillon (the “Sale”).
Consideration
to the Stock Purchase Agreement, on the Closing Date, Carillon paid the Company an amount equal to $172,500,000, which remains subject to customary post-closing purchase adjustments set forth in the Stock Purchase Agreement. The post-closing purchase price adjustments include, without limitation, a true-up with respect to the Scout business revenue expected versus achieved, and a working capital adjustment, all as further detailed in the Stock Purchase Agreement.
The foregoing summary of the Stock Purchase Agreement and the transactions contemplated therein does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April20, 2017.
About UMB FINANCIAL CORPORATION (NASDAQ:UMBF)
UMB Financial Corporation is a diversified financial holding company. The Company supplies banking services, institutional investment management, asset servicing and payment solutions to its customers in the United States and around the globe. The Company’s segments include Bank, which provides a range of banking services to commercial, retail, government and correspondent bank customers through the Company’s branches, call center, Internet banking and automated teller machine network; Payment Solutions, which provides consumer and commercial credit and debit card, prepaid debit card solutions, healthcare services and institutional cash management; Institutional Investment Management, which provides equity and fixed income investment strategies in the intermediary and institutional markets, and Asset Servicing, which provides services to the asset management industry, supporting a range of investment products, including mutual funds, alternative investments and managed accounts.