UMB FINANCIAL CORPORATION (NASDAQ:UMBF) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Stock Purchase Agreement

On April19, 2017, UMB Financial Corporation (the Company) entered
into a Stock Purchase Agreement (the Purchase Agreement) with
Carillon Tower Advisers, Inc., a Florida corporation (Carillon)
and, in connection with certain provisions only, Raymond James
Financial, Inc., a Delaware corporation, and the direct parent of
Carillon (Raymond James). Subject to the terms and conditions set
forth in the Purchase Agreement, the Company will contribute all
of the issued and outstanding membership interests in Scout
Distributors, LLC, a Missouri limited liability company (Scout
Distributors) to Scout Investments, Inc., a Missouri corporation
(Scout) (such transaction, the Contribution), and thereafter,
will sell all of the issued and outstanding shares in Scout (the
Scout Stock) to Carillon (the Sale). The Contribution, the sale
of the Scout Stock and the Purchase Agreement were
unanimouslyapproved by the boards of directors of the Company and
Carillon, as applicable.

Consideration

At the closing date of the Sale (the Closing), and subject to the
terms and conditions of the Purchase Agreement, the Company will
transfer all shares of the Scout Stock to Carillon, and in
consideration of that transfer, Carillon will pay the Company an
amount equal to $172,500,000, less the amounts, and subject to
the adjustments, set forth in the Purchase Agreement. The
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
Purchase Agreement.

Closing Conditions

Completion of the Sale is subject to certain customary
conditions, including, without limitation: (i)the accuracy of the
representations and warranties of the other party (subject to
certain exceptions and qualifications), (ii) performance of all
of the obligations, and compliance covenants and agreements,
required to be performed or complied with prior to the Closing,
(iii)expiration of all related statutory waiting periods, (iv)the
absence of any law or order prohibiting the consummation of the
Sale, and (v)the absence of a material adverse effect (as defined
in the Purchase Agreement) with respect to either the Company or
Carillon. Carillons obligation to complete the Sale is also
conditioned upon certain additional customary conditions,
including: (A)the Companys receipt of any required governmental,
third-party and customer consents, (B)completion of the
Contribution, and (C)Scouts closing revenue run-rate meeting or
exceeding 75% of the baseline revenue run-rate, both as defined
in the Purchase Agreement.

Representations and Warranties;
Covenants

The Purchase Agreement contains customary representations and
warranties by each of the parties and each party has agreed to
customary covenants, including covenants relating to the conduct
of the business of Scout and Scout Distributors during the
interim period between the execution of the Purchase Agreement
and the Closing. In addition, the Purchase Agreement includes or
incorporates certain customary confidentiality, non-solicitation,
non-compete and stand-still obligations, including usual and
customary covenants relating to alternative acquisition
proposals.

The Purchase Agreement contains indemnification obligations of
the Company and Carillon with respect to breaches of certain of
such partys representations, warranties and covenants and certain
other specified matters, which partys indemnification obligations
are also subject to various specified limitations.

Termination

The Purchase Agreement provides certain customary termination
rights for the Company and Carillon. Among other termination
rights, the Purchase Agreement may be terminated by either party
if the Closing has not occurred by March31, 2018.

Cautionary Statements Regarding Merger Agreement
Representations and Warranties

The Purchase Agreement has been filed as an exhibit to this
Current Report on Form 8-K to provide information regarding its
terms. It is not intended to modify or supplement any factual
disclosures about the Company or Carillon in any public reports
filed or to be filed with the U.S. Securities and Exchange
Commission (the SEC) by the Company. In particular, the
assertions embodied in the representations, warranties, and
covenants contained in the Purchase Agreement were made only for
purposes of the Purchase Agreement and as of specified dates,
were solely for the benefit of the parties to the Purchase
Agreement, and are subject to limitations, modifications and
qualifications agreed upon by the parties to the Purchase
Agreement. Moreover, certain representations and warranties in
the Purchase Agreement have been made for the purposes of
allocating risk between the parties to the Purchase Agreement
instead of establishing matters of fact. Accordingly, the
representations and warranties in the Purchase Agreement may not
constitute the actual state of facts about the Company or
Carillon. The representations and warranties set forth in the
Purchase Agreement may also be subject to a contractual standard
of materiality different from that generally applicable under
federal securities laws. Investors should not rely on the
representations, warranties, or covenants or any descriptions
thereof as characterizations of the actual state of facts or the
actual condition of the Company or Carillon or any of their
respective subsidiaries or affiliates. Moreover, information
concerning the subject matter of the representations and
warranties may change after the date of the Purchase Agreement,
which subsequent information may or may not be fully reflected in
the Companys public disclosures.

The foregoing summary of the Purchase Agreement does not purport
to be complete and is qualified in its entirety by reference to
the full text of the Purchase Agreement, which is attached hereto
as Exhibit 2.1 and is incorporated herein by reference. The
Purchase Agreement has been attached as an exhibit to this
Current Report on Form 8-K in order to provide investors and
security holders with information regarding its terms. It is not
intended to provide any additional financial or other information
about the Company, Carillon or Raymond James.

Item5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers

On April19, 2017, the Company entered into a retention bonus
agreement (the Retention Agreement) with Andrew Iseman, Chief
Executive Officer of Scout Investments, Inc. and named executive
officer of the Company, to retain his services from the signing
of the Purchase Agreement through the Closing. to Retention
Agreement, Mr.Iseman will receive a cash retention bonus of
$622,500 with $373,500 paid in the first payroll cycle following
the Closing and the remaining $249,000 paid 90 days after
Closing. A copy of the Retention Agreement with Mr.Iseman is
being filed by the Company in this Current Report on Form 8-K as
Exhibit 10.1 and that information is hereby incorporated by
reference herein.

In addition, the Purchase Agreement provides for the possible
acceleration of a cash award under the Variable Award Performance
Program for Mr.Iseman, an annual short term incentive cash bonus
program approved by the Companys Compensation Committee in
February of 2017. The amount of the cash award will be paid
immediately prior to Closing, but no earlier than the business
day prior to Closing, and will be calculated and prorated
according to the formula set forth in the Purchase Agreement.

The Company is furnishing a copy of its news release announcing
the transactions described in this Current Report and providing
information for participating in its planned shareholder
conference call to discuss the details of the transaction on
April20, 2017, at 8:00 a.m. (CT). A copy of the news release is
filed as Exhibit 99.1 hereto.

The Company is also furnishing a copy of materials that will be
used in its shareholder conference call on April20, 2017. A copy
of the materials is attached as Exhibit 99.2 and will be
available on the Companys website at www.umbfinancial.com. The
materials are dated April20, 2017, and the Company disclaims any
obligation to correct or update any of the materials in the
future.

The information provided under Item 7.01 of this Current Report
on Form 8-K, including Exhibits 99.1 and 99.2 hereto, is being
furnished and is not deemed to be filed with the SEC for the
purposes of Section18 of the Exchange Act or otherwise subject to
the liabilities of that section and are not incorporated by
reference into any filing of the Company under the Securities Act
or the Exchange Act, whether made before or after the date
hereof, except as shall be expressly set forth by specific
reference to this Current Report on Form 8-K in such a filing.

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.

UMB FINANCIAL CORPORATION (NASDAQ:UMBF) Recent Trading Information

UMB FINANCIAL CORPORATION (NASDAQ:UMBF) closed its last trading session up +0.45 at 74.03 with 119,399 shares trading hands.