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UNITED 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
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Date of Report (Date of earliest event reported)
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August 28, 2020
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Heartland Financial USA, Inc.
(Exact name of Registrant as specified in its charter)
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Commission File Number:
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001-15393
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Delaware
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42-1405748
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification Number)
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1398 Central Avenue
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Dubuque,
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Iowa
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52001
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(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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $1.00 per share
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HTLF
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Nasdaq Stock Market
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Depositary Shares (each representing 1/400th interest in a share of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E)
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HTLFP
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Nasdaq Stock Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
As previously reported, Heartland Financial USA, Inc. (the “Company”) entered into an Agreement and Plan of Merger dated as of February 11, 2020 (the “Merger Agreement”) with AIM Bancshares, Inc. (“AIM”), providing for the acquisition by the Company of AIM and its wholly owned subsidiary, AimBank (the “Acquisition”). The Company originally anticipated that the Acquisition would be completed in July or August 2020. However, due to the COVID-19 pandemic and certain pending litigation against AimBank relating to the bankruptcy of a former AimBank customer, the closing of the Acquisition has been delayed. The parties continue to proceed with their efforts to complete the Acquisition as promptly as practicable and now expect that the closing will occur in late 2020 or early in the first quarter of 2021.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: August 28, 2020
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HEARTLAND FINANCIAL USA, INC.
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By:
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/s/ Bryan R. McKeag
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Bryan R. McKeag
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Executive Vice President
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Chief Financial Officer
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