UMB Financial Corporation (NASDAQ:UMBF) (“UMB”) announced today
that it priced an underwritten public offering of 2,800,000 shares
of its common stock at a price of $75.00 per share (before
underwriting discounts and commissions), for approximate net
proceeds of $201.6 million (before offering expenses, assuming the
underwriters do not exercise their option to purchase additional
shares and upon, and assuming, full physical settlement of the
forward sale agreement) in connection with the forward sale
agreement described below.
The underwriters have been granted the option to purchase up to
an additional 420,000 shares of UMB’s common stock. If such option
is exercised, then UMB plans to enter into an additional forward
sale agreement with the forward purchaser in respect of the number
of additional shares of UMB’s common stock that is subject to the
exercise of such option. The offering is expected to close on May
1, 2024, subject to the satisfaction of customary conditions.
The offering included participation from Wellington Management,
on behalf of their investors, along with other institutional
investors.
BofA Securities is acting as lead book-running manager for the
offering. Morgan Stanley & Co. LLC is acting as book-running
manager. Piper Sandler & Co. and RBC Capital Markets, LLC are
acting as co-managers for the offering.
In connection with the offering, UMB entered into a forward sale
agreement with an affiliate of BofA Securities (the “forward
purchaser”), pursuant to which UMB has agreed to sell shares of its
common stock to the forward purchaser at an initial forward sale
price per share equal to the price per share at which the
underwriters purchase the shares in the offering, subject to
certain adjustments. In connection with the forward sale agreement,
the forward purchaser or its affiliate is borrowing from third
parties an aggregate of 2,800,000 shares of UMB’s common stock.
Such borrowed shares of UMB’s common stock will be delivered by
BofA Securities (in such capacity, the “forward seller”) for sale
to the underwriters in the offering. UMB expects to physically
settle the forward sale agreement (by the delivery of shares of its
common stock) and receive proceeds from the sale of those shares of
its common stock upon one or more forward settlement dates within
approximately 18 months from the date hereof. UMB may also elect
cash settlement or net share settlement for all or a portion of its
obligations under the forward sale agreement. If the forward
purchaser or its affiliate does not borrow and deliver to the
forward seller for sale all of the shares of UMB’s common stock to
be delivered and sold by it pursuant to the terms of the
underwriting agreement, UMB will issue and sell directly to the
underwriters the number of shares of its common stock not borrowed
and delivered for sale by the forward purchaser or its affiliate,
and under such circumstances the number of shares of UMB’s common
stock underlying the forward sale agreement will be decreased by
the number of shares of its common stock that UMB issues and
sells.
UMB will not receive any proceeds from the sale of the shares of
its common stock sold by the forward seller to the underwriters.
UMB intends to use any net proceeds that it receives upon physical
settlement of the forward sale agreement and the additional forward
sale agreement, if any, for general corporate purposes, which may
include, among other uses, contributing Tier 1 capital into UMB
Bank. The precise amounts and timing of these uses of proceeds will
depend on the funding requirements of UMB and its subsidiaries.
The offering is being made pursuant to an effective registration
statement (including a prospectus) on Form S-3 previously filed
with the Securities and Exchange Commission (“SEC”) and a
prospectus supplement. A final prospectus supplement and
accompanying prospectus relating to the offering will be filed with
the SEC and will be available on the SEC’s website located at
www.sec.gov. Copies of the final prospectus supplement and
accompanying prospectus relating to the offering, when available,
may be obtained from BofA Securities, NC1-022-02-25, 201 North
Tryon Street, Charlotte, NC 28255-0001, Attention: Prospectus
Department or by email at dg.prospectus_requests@bofa.com; Morgan
Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY
10014; Piper Sandler & Co., 800 Nicollet Mall, J12S03,
Minneapolis, MN 55402, Attention: Prospectus Department, by
telephone at (800) 747-3924 or by email at prospectus@psc.com; and
RBC Capital Markets, 200 Vesey Street, 8th Floor, New York, NY
10281, Attn: Prospectus Department, by telephone at 877-822-4089 or
by email at equityprospectus@rbccm.com.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of these securities, in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. The offering of these securities may be made only by
means of a prospectus supplement and accompanying base prospectus
relating to this offering.
About UMB:
UMB Financial Corporation (NASDAQ:UMBF) is a financial services
company headquartered in Kansas City, Missouri. UMB offers
commercial banking, which includes comprehensive deposit, lending
and investment services, personal banking, which includes wealth
management and financial planning services, and institutional
banking, which includes asset servicing, corporate trust solutions,
investment banking, and healthcare services. UMB operates branches
throughout Missouri, Illinois, Colorado, Kansas, Oklahoma,
Nebraska, Arizona and Texas. As the company’s reach continues to
grow, it also serves business clients nationwide and institutional
clients in several countries. For more information, visit UMB.com,
UMB Blog, UMB Facebook and UMB LinkedIn.
Forward-Looking
Statements:
This press release contains, and our other communications may
contain, forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements
can be identified by the fact that they do not relate strictly to
historical or current facts. Forward-looking statements often use
words such as “believe,” “expect,” “anticipate,” “intend,”
“estimate,” “project,” “outlook,” “forecast,” “target,” “trend,”
“plan,” “goal,” or other words of comparable meaning or
future-tense or conditional verbs such as “may,” “will,” “should,”
“would,” or “could.” Forward-looking statements convey our
expectations, intentions, or forecasts about future events,
circumstances, results, or aspirations. All forward-looking
statements are subject to assumptions, risks, and uncertainties,
which may change over time and many of which are beyond our
control. You should not rely on any forward-looking statement as a
prediction or guarantee about the future. Our actual future
objectives, strategies, plans, prospects, performance, condition,
or results may differ materially from those set forth in any
forward-looking statement. Some of the factors that may cause
actual results or other future events, circumstances, or
aspirations to differ from those in forward-looking statements are
described in our Annual Report on Form 10-K for the year ended
December 31, 2023, our Current Reports on Form 8-K, or other
applicable documents that are filed or furnished with the U.S.
Securities and Exchange Commission (SEC). In addition to such
factors that have been disclosed previously: macroeconomic and
adverse developments and uncertainties related to the collateral
effects of the collapse of, and challenges for, domestic and
international banks, including the impacts to the U.S. and global
economies; sustained levels of high inflation and the potential for
an economic recession on the heels of aggressive quantitative
tightening by the Federal Reserve, and impacts related to or
resulting from instability in the Middle East and Russia’s military
action in Ukraine, such as the broader impacts to financial markets
and the global macroeconomic and geopolitical environments, may
also cause actual results or other future events, circumstances, or
aspirations to differ from our forward-looking statements. Any
forward-looking statement made by us or on our behalf speaks only
as of the date that it was made. We do not undertake to update any
forward-looking statement to reflect the impact of events,
circumstances, or results that arise after the date that the
statement was made, except to the extent required by applicable
securities laws. You, however, should consult further disclosures
(including disclosures of a forward-looking nature) that we may
make in any subsequent Annual Report on Form 10-K, Quarterly Report
on Form 10-Q or Current Report on Form 8-K, or other applicable
document that is filed or furnished with the SEC.
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Media Contact: Stephanie Hague: 816.860.5088 Investor Relations
Contact: Kay Gregory: 816.860.7106
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