Form 8-K HEARTLAND FINANCIAL USA For: Jan 20
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) | January 20, 2015 |
Heartland Financial USA, Inc.
(Exact name of Registrant as specified in its charter)
Commission File Number: | 001-15393 |
Delaware | 42-1405748 | |
(State or other jurisdiction of incorporation)���� | (I.R.S. Employer Identification Number) | |
1398 Central Avenue Dubuque, Iowa 52001 |
(Address of principal executive offices) |
(563) 589-2100
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
o����Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o����Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
On January 20, 2015, Heartland Financial USA, Inc. issued a press release announcing that it has closed on the purchase of Community Banc-Corp of Sheboygan, Inc., parent company of Community Bank & Trust in Sheboygan, Wisconsin.� A copy of the press release is attached as Exhibit 99.1.
Item 9.01� Financial Statements, Pro Forma Financial Information and Exhibits
(a) | Financial Statements of Business Acquires. |
����
None.
(b) | Pro Forma Financial Information. |
����
None.
(c) | Exhibits.� |
����
99.1 Press Release dated January 20, 2015
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 20, 2015 | HEARTLAND FINANCIAL USA, INC. | ||
By: | /s/ Bryan R. McKeag | ||
EVP, Chief Financial Officer | |||
 |  | |
CONTACT: | FOR IMMEDIATE RELEASE |
Bryan R. McKeag | January 20, 2015 |
Executive Vice President | |
Chief Financial Officer | |
(563) 589-1994 | |
HEARTLAND COMPLETES ACQUISITION OF
COMMUNITY BANC-CORP IN SHEBOYGAN, WISCONSIN
Dubuque, Iowa, January 20, 2015 - Heartland Financial USA, Inc. (NASDAQ: HTLF) today announced that it has completed the acquisition of Community Banc-Corp of Sheboygan, Inc., parent company of Community Bank & Trust in Sheboygan, Wisconsin. As of the close of business on January 16, 2015, Community Banc-Corp of Sheboygan was merged into Heartland, and Community Bank & Trust was merged into Wisconsin Bank & Trust, Heartlands Wisconsin banking subsidiary.
The merger agreement, which received Community Banc-Corp shareholder approval on December 29, 2014 and all regulatory approvals, provided for all outstanding shares of Community Banc-Corp to be converted into shares of Heartland common stock. The aggregate purchase price of approximately $52.8 million was paid through the issuance of approximately 1,970,900 shares of Heartlands common stock to former Community Banc-Corp shareholders.� Heartland expects the transaction to be accretive to its earnings per share in 2015 and 2016, excluding one-time merger related expenses.
As of September 30, 2014, Community Bank & Trust had assets of $525 million, loans of $410 million and deposits of $429 million; Wisconsin Bank & Trust had assets of $665 million, loans of $509 million and deposits of $565 million.� The merger expands the number of Wisconsin Bank & Trust locations from nine to nineteen and adds six communities in eastern Wisconsin to the banks service area, including the Milwaukee area.
-More-
About Heartland Financial USA, Inc.
Heartland Financial USA, Inc. is a diversified financial services company providing banking, mortgage, wealth management, investment, insurance and consumer finance services to individuals and businesses. Heartland currently has 86 banking locations in 63 communities in Iowa, Illinois, Wisconsin, New Mexico, Arizona, Montana, Colorado, Minnesota, Kansas and Missouri and loan production offices in California, Nevada, Wyoming, Idaho, North Dakota, Oregon, Washington and Nebraska. Additional information about Heartland Financial USA, Inc. is available at www.htlf.com.
Safe Harbor Statement
This release, and future oral and written statements of Heartland and its management, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Heartlands financial condition, results of operations, plans, objectives, future performance and business. Although these forward-looking statements are based upon the beliefs, expectations and assumptions of Heartlands management, there are a number of factors, many of which are beyond the ability of management to control or predict, that could cause actual results to differ materially from those in its forward-looking statements. These factors, which are detailed in the risk factors included in Heartlands Annual Report on Form 10-K filed with the Securities and Exchange Commission, include, among others: (i) the strength of the local and national economy; (ii) the economic impact of past and any future terrorist threats and attacks and any acts of war, (iii) changes in state and federal laws, regulations and governmental policies concerning the Companys general business; (iv) changes in interest rates and prepayment rates of the Companys assets; (v) increased competition in the financial services sector and the inability to attract new customers; (vi) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (vii)� the loss of key executives or employees; (viii)� changes in consumer spending; (ix) unexpected results of acquisitions; (x) unexpected outcomes of existing or new litigation involving the Company; and (xi) changes in accounting policies and practices. All statements in this release, including forward-looking statements, speak only as of the date they are made, and Heartland undertakes no obligation to update any statement in light of new information or future events.
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