UMB Financial Corporation Announces Pricing of Subordinated Notes Offering
September 23, 2022
UMB Financial Corporation UMBF ("UMB") announced today that it priced an offering of $110 million aggregate principal amount of 6.250 percent fixed-to-fixed rate subordinated notes, due 2032 at a price to the public of 100 percent of their face value. Interest on these notes will accrue at a rate equal to (i) 6.250 percent per annum from and including the original issue date to, but excluding, September 28, 2027, the reset date, and (ii) a fixed rate per annum equal to the five-year U.S. Treasury rate as of the reset date, plus 2.298 percent per annum, from and including the reset date, but excluding, September 28, 2032.
Interest on the notes will be payable semi-annually in arrears on March 28 and September 28 of each year, beginning on March 28, 2023. The offering of the notes is expected to close on September 28, 2022, subject to the satisfaction of customary closing conditions.
The notes are intended to qualify as Tier 2 capital for regulatory purposes. UMB estimates the net proceeds of the offering will be approximately $107.9 million, after deducting underwriting discounts and commissions and estimated transaction expenses payable by UMB. UMB intends to use the net proceeds from the offering of the notes for general corporate purposes, which may include, among other uses, contributing Tier 1 capital to the company's wholly owned subsidiary, UMB Bank, n.a.
BofA Securities, Inc. and J.P. Morgan Securities LLC are acting as joint book-running managers for the offering. UMB Financial Services, Inc. and Wells Fargo Securities, LLC are acting as co-managers for the offering.
The notes are being offered and will be sold pursuant to an effective shelf registration statement (File No. 333-266941) that was previously filed with the Securities and Exchange Commission (SEC). This offering is being made only by means of a base prospectus and accompanying prospectus supplement.
Before you invest, you should read the preliminary prospectus supplement and accompanying base prospectus in the registration statement for more complete information about this offering. Copies of the preliminary prospectus supplement and accompanying base prospectus relating to the offering of the notes may be obtained by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, when available, copies of these documents may be obtained from:
BofA Securities, Inc.
Attn: Prospectus Department
200 North College Street, 3rd Floor
Charlotte, NC 28255-0001
J.P. Morgan Securities LLC by contacting:
Attn: Investment Grade Syndicate Desk
383 Madison Avenue
New York, NY 10179
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
UMB Financial Corporation 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.
This press release contains 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.
Although management believes that expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. In addition, these statements are subject to certain risks, uncertainties and other assumptions that are difficult to predict and may be beyond the control of the Company, including market conditions, customary offering closing conditions and other factors described in the base prospectus and accompanying prospectus supplement for the Offering. Additional 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, 2021, our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, or other applicable documents that are filed or furnished with the SEC. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, the actual results of the Company may vary materially from what management anticipated, estimated, projected or expected.
Investors are encouraged to closely consider the disclosures and risk factors contained in the Company's annual and quarterly reports filed from time to time with the SEC and in the base prospectus and accompanying prospectus supplement for the Offering. 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.
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