8-K

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

Date of Report (Date of earliest event reported) July 7, 2017

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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting 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))

Introductory Note

As previously disclosed, on February 13, 2017, Heartland Financial USA, Inc. (“Heartland”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Citywide Banks of Colorado, Inc. (“Citywide”) providing for the merger of Citywide with and into Heartland (the “Merger”).

On July 7, 2017 (the “Closing Date”) at 5:00 p.m. (Mountain Time) (the “Effective Time”), upon the terms and subject to the conditions set forth in the Merger Agreement, the Merger was completed. At the Effective Time, the separate corporate existence of Citywide ceased.

Item 2.01 Completion of Acquisition or Disposition of Assets

As described above, at the Effective Time on the Closing Date, Heartland completed its previously announced acquisition of Citywide. At the Effective Time, each issued and outstanding share of Citywide’s Class A Common Stock, Series I, no par value, and Citywide’s Class A Common Stock, Series II, no par value (collectively, “Citywide Common Stock”), was automatically converted into the right to receive (a) 3.300 shares of Common Stock, par value $1.00 per share, of Heartland (“Heartland Common Stock”), and (b) $60.16 in cash (the “Cash Consideration”), subject to certain “hold-back” provisions of the Merger Agreement relating to the Cash Consideration. As a result of these hold-back provisions, $4.17 will be held back from the Cash Consideration distributed to holders of Citywide Common Stock pending release thereof pursuant to the terms of the Merger Agreement.

At the Effective Time, 974,616 shares of Citywide Common Stock were issued and outstanding. As a result, Heartland will issue an aggregate of approximately 3,216,233 shares of Heartland Common Stock (cash will be paid in lieu of fractional shares) and pay an aggregate of approximately $58,632,899 to holders of Citywide Common Stock, subject to the holdback provisions of the Merger Agreement relating to the Cash Consideration.

As required by the Merger Agreement, immediately prior to the Effective Time, Citywide redeemed all issued and outstanding shares of its 7.5% Senior Non-Cumulative Perpetual Preferred Stock, Series A, for $5,050,000. At the Effective Time, Heartland assumed Citywide’s obligations and acquired its rights relating to Citywide Capital Trust III, Citywide Capital Trust IV and Citywide Capital Trust IV. Specifically, Heartland assumed Citywide’s obligations with respect to (a) the Floating Rate Junior Subordinated Deferrable Interest Debentures, dated December 12, 2003, of Citywide in favor of Wilmington Trust Company, as Institutional Trustee for Citywide Capital Trust III (the “2003 Debentures”), (b) the Floating Rate Junior Subordinated Deferrable Interest Debentures, dated September 29, 2004, of Citywide in favor of Wilmington Trust Company, as Institutional Trustee for Citywide Capital Trust IV (the “2004 Debentures”), and (c) the Junior Subordinated Debt Securities due 2036, dated May 31, 2006, of Citywide in favor of LaSalle Bank National Association, as Institutional Trustee for Citywide Capital Trust V (such Junior Subordinated Debt Securities due 2036, together with the 2003 Debentures and the 2004 Debentures, the “Debt Securities”). As of June 30, 2017, the aggregate principal amount of the Debt Securities was $27,836,000.

Immediately following the Effective Time, Citywide Banks, a Colorado banking corporation and wholly owned subsidiary of Citywide, was merged with and into Centennial Bank and Trust, a Colorado banking corporation and wholly owned subsidiary of Heartland (“Centennial”), and Centennial was renamed “Citywide Banks.” Heartland’s expanded Colorado banking corporation subsidiary is now operated under this name.

The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 10.47 to the Annual Report on Form 10-K filed by Heartland with the Securities and Exchange Commission on March 1, 2017 and the terms of which are incorporated by reference herein.

Item 7.01 Regulation FD Disclosure

On July 10, 2017, Heartland issued a press release announcing completion of the Merger. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated July 10, 2017.

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.

Date: July 11, 2017	HEARTLAND FINANCIAL USA, INC.
	By:	/s/ Bryan R. McKeag
		Executive Vice President
		Chief Financial Officer

EXHIBIT INDEX

99.1 Press Release dated July 10, 2017.

EX-99.1

Exhibit 99.1

HEARTLAND CONTACT:	FOR IMMEDIATE RELEASE
Bryan R. McKeag	July 10, 2017
Executive Vice President
Chief Financial Officer
(563) 589-1994
bmckeag@htlf.com
CITYWIDE BANKS CONTACT:
Kevin G. Quinn
President and CEO
Citywide Banks
(303)365-3706
quinnk@citywidebanks.com

HEARTLAND FINANCIAL USA, INC COMPLETES ACQUISITION OF

CITYWIDE BANKS IN COLORADO

Dubuque, Iowa, July 10, 2017 - Heartland Financial USA, Inc. (NASDAQ: HTLF) (“Heartland”) announced today that it has completed its acquisition of Aurora, Colorado-based Citywide Banks of Colorado, Inc. (“Citywide”) and its wholly owned subsidiary, Citywide Banks.

Based on Heartland’s closing stock price of $47.45 per share as of July 7, 2017, the aggregate merger consideration is valued at approximately $211.2 million. The merger consideration is approximately $216.75 per share of Citywide common stock, with Citywide shareholders receiving $60.16 in cash and 3.30 shares of Heartland common stock for each share of Citywide common stock, subject to certain “hold-back” provisions of the merger agreement between Heartland and Citywide relating to the cash portion of the merger consideration. Heartland expects the transaction to be accretive to earnings per share in the first full year following systems integration, which is planned for the fourth quarter of 2017.

Immediately following the closing of the merger between Heartland and Citywide, Citywide Banks was merged into Heartland’s wholly owned Colorado subsidiary, Centennial Bank and Trust, which has adopted the “Citywide Banks” name. Kevin G. Quinn, who was formerly President and CEO of Citywide Banks, will lead the combined Citywide Banks organization as President and CEO. Kevin W. Ahern will remain Chairman of the Board of the combined entity, and James L. Basey, formerly CEO of Centennial Bank and Trust, will serve as Vice-Chairman of its Board. Martin J. Schmitz, formerly Chairman of the Board of Citywide, has been appointed to the Board of the combined organization.

“We are excited to be expanding our presence in Colorado, an economically strong and rapidly growing market,” said Lynn B. Fuller, Chairman and CEO of Heartland. “Citywide brings a solid and experienced team, focused on providing excellent service to its customers and leadership for its communities, enhancing our current presence in the dynamic Denver market. We are pleased to be preserving the rich tradition of superior service at Citywide Banks, while providing the expanded product offerings and innovative delivery channels shared by all of Heartland’s family of community banks.”

-more-

As of June 30, 2017,Citywide Banks had assets of approximately $1.4 billion, net loans outstanding of $1.0 billion and deposits of $1.2 billion. The acquisition expands Heartland’s footprint in Colorado to more than 25 banking centers and nationally to 121 banking centers operating in 12 states.

Sandler O’Neill + Partners, L.P. served as financial advisor and issued a fairness opinion to the Citywide Board. Shapiro Bieging Barber Otteson LLP served as Citywide’s legal advisor. Panoramic Capital Advisors Inc. and Raymond James & Associates, Inc. served as financial advisors to Heartland, and Dorsey & Whitney LLP served as Heartland’s legal advisor.

About Heartland Financial USA, Inc.

Heartland is a diversified financial services company with assets exceeding $9.5 billion. The Company provides banking, mortgage, private client, investment, treasury management, card services, insurance, and consumer finance services to individuals and businesses. Heartland currently has 121 banking locations serving 88 communities in Iowa, Illinois, Wisconsin, New Mexico, Arizona, Montana, Colorado, Minnesota, Kansas, Missouri, Texas and California. Additional information about Heartland 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 Heartland’s 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 Heartland’s 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 Heartland’s 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 Company’s general business; (iv) changes in interest rates and prepayment rates of the Company’s 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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