-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uj6mCzPbxn4T5T09FEqkToSeOIHlIFr6gk9tsIE+q7gYEfG34jeSRkv/fJ5Ijpme JAtu1oUEIsAWOA4y04vq2w== 0001181431-10-045223.txt : 20100902 0001181431-10-045223.hdr.sgml : 20100902 20100902082252 ACCESSION NUMBER: 0001181431-10-045223 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100901 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100902 DATE AS OF CHANGE: 20100902 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UMB FINANCIAL CORP CENTRAL INDEX KEY: 0000101382 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 430903811 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-04887 FILM NUMBER: 101053583 BUSINESS ADDRESS: STREET 1: 1010 GRAND AVE CITY: KANSAS CITY STATE: MO ZIP: 64106 BUSINESS PHONE: 8168607000 MAIL ADDRESS: STREET 1: 1010 GRAND AVE CITY: KANSAS CITY STATE: MO ZIP: 64106 FORMER COMPANY: FORMER CONFORMED NAME: UNITED MISSOURI BANCSHARES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MISSOURI BANCSHARES INC DATE OF NAME CHANGE: 19710915 8-K 1 rrd284994.htm Prepared By R.R. Donnelley Financial -- Form 8-K
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  09/01/2010
 
UMB FINANCIAL CORP
(Exact name of registrant as specified in its charter)
 
Commission File Number:  0-4887
 
MO
  
43-0903811
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
1010 Grand Blvd, Kansas City, MO 64106
(Address of principal executive offices, including zip code)
 
(816) 860-7000
(Registrant’s telephone number, including area code)
 
(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:
[  ]   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))
 

 
Item 1.01.    Entry into a Material Definitive Agreement
 
On September 1, 2010, Scout Investment Advisors, Inc. ("Scout"), a wholly-owned subsidiary of UMB Financial Corporation ("UMB"), entered into an Asset Purchase Agreement (the "Purchase Agreement") with Reams Asset Management Company, LLC ("Reams"), MME Investments, LLC, Mark M. Egan, David B. McKinney, Hilltop Capital, LLC, Thomas M. Fink, Stephen T. Vincent, Todd C. Thompson, Deanne B. Olson, Daniel P. Spurgeon, and solely for the purposes of Section 9.3 of the Purchase Agreement, UMB. Pursuant to the Purchase Agreement, Scout will purchase substantially all of the assets of Reams, a provider of investment management services to institutional clients and a manager of over $9.8 billion in fixed income assets. The Purchase Agreement contains customary representations and warranties and covenants on behalf of the parties thereto. Under Section 9.3 of the Purchase Agreement, UMB has agreed to be responsible for the indemnification obligations of Scout under the Purchase Agreement, on a joint and several basis. The consummation of the transactions contemplated by the Purchase Agreement is subject to satisfaction of certain conditions precedent to closing.

Under the Purchase Agreement, at closing, Scout will pay Reams an initial cash payment of $42 million, plus or minus a purchase price adjustment based upon Reams' accrued revenues, prepaid expenses and accrued expenses, less a certain amount of cash. Reams will also be entitled to receive $1 million worth of unregistered common stock of UMB if at least ninety-five percent (95%) of the revenue of Reams is retained by Scout on the determination date (as defined in the Purchase Agreement). Reams may also be entitled to receive annual earn-out payments during the next five years based upon the adjusted pre-tax income (as defined by the Purchase Agreement) for each such year. The purchase price is also subject to upward adjustment if the transaction fails to close by December 31, 2010 for certain reasons relating to UMB's non-performance under the Purchase Agreement.

Following the closing of the transaction, which is currently set for November 30, 2010, Reams' business will be operated as a division of Scout. Each of Mr. Egan, Mr. McKinney, Mr. Fink, Mr. Thompson, Ms. Olson, and Mr. Spurgeon will continue to serve as officers of such division. Under employment agreements, they will be subject to non-competition, non-solicitation and confidentiality provisions.

On September 2, 2010, UMB issued a press release announcing the transaction. A copy of the press release is attached as Exhibit 99.1 hereto.

 
 
Item 9.01.    Financial Statements and Exhibits
 
Exhibit 99.1 Press Release announcing acquisition of Reams Asset Management
 

 

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.
 
           
UMB FINANCIAL CORP
 
 
Date: September 02, 2010
     
By:
 
/s/    Michael D. Hagedorn
               
Michael D. Hagedorn
               
Vice Chairman, CFO, CAO
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-99.1
  
Press Release announcing Reams acquisition
EX-99.1 2 rrd284994_32842.htm PRESS RELEASE ANNOUNCING REAMS ACQUISITION

 

 

News Release

Scout Investment Advisors

1010 Grand Boulevard

Kansas City, MO 64106

For more information please contact:

Justin Emily Wills 816.423.6166

jwills@barkleyus.com

 

Scout Investment Advisors to acquire Reams Asset Management Company

Combined assets under management expected to be over $18 billion.

Kansas City, Mo. - (Sept. 2, 2010) - Scout Investment Advisors (Scout), a subsidiary of UMB Financial Corporation (NASDAQ: UMBF), has signed a definitive agreement for the acquisition of substantially all of the assets of Reams Asset Management Company (Reams), an investment management firm based in Columbus, Ind. The transaction is expected to close in the fourth quarter of 2010 and is expected to more than double Scout's existing assets under management.

Reams manages more than $9.8 billion in fixed income assets and serves a diverse group of institutional clients, including Fortune 500 corporations, large public pension funds, Taft-Hartley plans, health care organizations and a variety of universities, foundations and endowments. The Reams organization provides extensive experience and a core competency in the management of fixed income products.

"Fixed income represents a key strategic growth area in the institutional asset management business," said Peter deSilva, president and chief operating officer, UMB Financial Corp. "The addition of Reams Asset Management and their expertise in the fixed income sector complements Scout's existing product offerings and allows us to offer clients a diversified array of top-tier investment options."

Following the close of the acquisition, Reams will operate as a division of Scout Investment Advisors and remain headquartered in Columbus, Ind. The firm's leadership team will continue to manage the business in their current roles and lead the business strategy for Scout in the fixed income sector. The investment process and philosophy guiding the existing strategies will also remain unchanged.

"Scout recognized Reams' high quality fixed income products, the expertise the company brings to institutional asset management, and the overall quality of the company's professional team," said Andrew Iseman, chief executive officer of Scout Investment Advisors. "Both companies share excellent reputations, as well as similar cultures and management styles, making this an attractive business combination that will benefit all of our clients."

"We are excited to join the UMB family as a part of Scout Investment Advisors," said Dave McKinney, president of Reams Asset Management Company. "Over the years, Reams has built a reputation for expertise in fixed income investments and this partnership will bring additional breadth and scale to our organization. Given recent global economic conditions, institutional clients are seeking service providers that have a strong parent company like UMB Financial Corporation. Additionally, with Scout's expertise in domestic and international equities, the combined strengths of our firms will allow us to deliver a comprehensive investment lineup to the institutional marketplace."

Berkshire Capital served as exclusive financial advisor to UMB on this transaction.

About Scout Investment Advisors:

Scout Investment Advisors, Inc., a subsidiary of UMB Financial Corporation, is a national investment management firm that offers investment management services for both managed accounts and mutual funds. Scout Investment Advisors investment capabilities include domestic large cap, mid cap, small cap and fixed income. Scout Investment Advisors also offers international, international small/mid-cap and global equity portfolios. Additional information about Scout Investment Advisors, Inc. and its full line of products can be found at www.scout-ia.com.

###

 

 -----END PRIVACY-ENHANCED MESSAGE-----