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) February 13, 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):

xWritten 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))

Item 1.01Entry into a Material Definitive Agreements

On February 13, 2017, Heartland Financial USA, Inc. (NASDAQ: HTLF), a multi-bank holding company ("Heartland"), and Citywide Banks of Colorado, Inc. ("Citywide"), parent company of Citywide Banks, a Colorado state banking corporation, entered into an Agreement and Plan of Merger (the "Merger Agreement") which provides that, subject to the conditions and upon the terms set forth in the Merger Agreement, Citywide will be merged with and into Heartland (the "Merger"). The Merger Agreement also provides that, immediately following the Merger, Citywide Banks will be merged with and into Centennial Bank and Trust (“Centennial”), a Colorado state banking corporation and wholly owned subsidiary of Heartland. Upon consummation of the merger of Citywide Banks with and into Centennial, Centennial will change its name to Citywide Banks.

Based on Heartland’s common stock closing price of $45.75 per share as of February 10, 2017, Citywide common shareholders will receive aggregate Merger consideration of approximately $203 million, or $207.98 per share, as adjusted downward if Citywide’s Adjusted Tangible Common Equity (as defined in the Merger Agreement) is less than $113.0 million or as adjusted upward by up to $5.0 million if Citywide’s Adjusted Tangible Common Equity is greater than $114.8 million at closing. Subject to these and other adjustments, the Merger consideration will be paid as $57.00 in cash and 3.300 shares of Heartland common stock for each share of Citywide common stock. As a result, the value of the Merger consideration received by Citywide common shareholders will change with fluctuations in the price of Heartland common stock. The Merger is intended to qualify as a tax-free reorganization under the applicable provision of the Internal Revenue Code of 1986, as amended, with respect to the shares of Heartland common stock to be issued to Citywide common shareholders. Citywide will redeem all issued and outstanding shares of 7.5% Senior Non-Cumulative Perpetual Preferred Stock, Series A, immediately prior to the effective time of the Merger.

The Merger is subject to the satisfaction of customary closing conditions, including approvals by Citywide shareholders and bank regulatory authorities. The Merger is also subject to Heartland stockholders’ approval of an amendment to Heartland's Certificate of Incorporation to increase Heartland's authorized shares of common stock. If the Merger is not completed under certain circumstances set forth in the Merger Agreement, Citywide has agreed to pay Heartland a termination fee of $8.5 million. Heartland anticipates that the Merger will be completed in the third quarter of 2017 and both Heartland and Citywide have the right to terminate the Merger Agreement if the Merger is not completed by September 30, 2017.

Holders of 100% of the outstanding shares of Citywide Class A Common Stock, Series I, and certain holders of approximately 73.2% of the outstanding shares of Citywide Class A Common Stock, Series II, have entered into a Shareholder Voting Agreement with Heartland and Citywide under which each holder has agreed to vote his, her or its shares of Citywide Class A Common Stock, Series I, or Class A Common Stock, Series II, in favor of the Merger.

The Merger Agreement contains usual and customary representations and warranties that Heartland and Citywide made to each other. The representations and warranties were made solely for purposes of the contract between Heartland and Citywide, and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Merger Agreement. Moreover, certain of the representations and warranties are subject to a standard of materiality that may be different from what may be viewed as material to Heartland stockholders, and the representations and warranties may have been used to allocate risk between Heartland and Citywide rather than establishing matters as facts.

The foregoing description is qualified in its entirety by reference to the Merger Agreement, which will be filed as an exhibit to Heartland’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Additional Information and Where to Find It

Heartland intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”) to register the shares of its common stock that will be issued to Citywide shareholders in the Merger. The Registration Statement will include a proxy statement/prospectus that will be used to solicit proxies for the special meeting of shareholders of Citywide at which the Merger will be considered (the “Proxy Statement/Prospectus”). The Proxy Statement/Prospectus will contain important information about Citywide, Heartland and the Merger. All Citywide shareholders are urged to read the Proxy Statement/Prospectus carefully when it becomes available. Once filed, the Registration Statement, the Proxy Statement/Prospectus and related documentation will be available at no charge at the SEC’s website (www.sec.gov), Heartland’s website (www.htlf.com),or by contacting Bryan R. McKeag, Executive Vice President and Chief Financial Officer of Heartland at (563) 589-1994. Heartland and Citywide, and certain of their directors and executive officers, may be deemed to be participants in the solicitation of proxies from the shareholders of Citywide in connection with the proposed Merger. Information about the directors and executive officers of Heartland and their beneficial ownership of Heartland’s common stock is set forth in the proxy statement for Heartland’s 2016 Annual Meeting of Stockholders, as filed with the SEC on Schedule 14A on April 6, 2016. Information about the directors and executive officers of Citywide and their securities holdings will be included in the Proxy Statement /Prospectus, when it is filed as part of the Registration Statement.  Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction and a description of their direct and indirect interests, by security holdings or otherwise, may be obtained by reading the Proxy Statement/Prospectus and other relevant documents regarding the proposed Merger to be filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

Item 7.01 Regulation FD Disclosure

On February 13, 2017 Heartland issued a press release announcing execution of the Merger Agreement.

A copy of the press release announcing the acquisition is furnished as Exhibit 99.1.

Heartland has posted on the “Investor Relations” page of its Internet website (www.htlf.com) supplemental information related to its acquisition of Citywide. A copy of the supplemental information is furnished as Exhibit 99.2 to this Current Report on Form 8-K. Heartland is not undertaking any obligation to update this presentation.

The press release and supplemental information above are furnished pursuant to Item 7.01 as part of this Current Report on Form 8-K and are not to be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

(a) Financial Statements of Business Acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Exhibits.

99.1 Press Release dated February 13, 2017

99.2 Supplemental Information dated February 14, 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: February 13, 2017	HEARTLAND FINANCIAL USA, INC.
	By:	/s/ Bryan R. McKeag
		Executive Vice President
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated February 13, 2017
99.2	Supplemental information dated February 14, 2017

EX-99.1

CONTACT:	FOR IMMEDIATE RELEASE
Bryan R. McKeag	February 13, 2017
Executive Vice President
Chief Financial Officer
(563) 589-1994
bmckeag@htlf.com
Kevin Quinn
President and CEO
Citywide Banks of Colorado, Inc.
(303) 365-3706
quinnk@citywidebanks.com

HEARTLAND FINANCIAL USA, INC. AND CITYWIDE BANKS

ANNOUNCE MERGER AGREEMENT

Announcement Creates a Premier Community Bank with Assets of $2.3 Billion

Serving the Denver Metro Market and Colorado Resort Communities

Dubuque, IA and Aurora, CO, February 13, 2017- Dubuque, IA-based Heartland Financial USA, Inc. (“Heartland”) (NASDAQ: HTLF) and Aurora, CO-based Citywide Banks of Colorado, Inc. (“Citywide”) jointly announced today the signing of a definitive merger agreement pursuant to which Citywide will merge with and into Heartland. Based on Heartland’s common stock price of $45.75 as of February 10, 2017, the common stock and cash transaction is valued at approximately $203 million or $207.98 per Citywide common share, subject to certain adjustments. Additionally, Citywide’s preferred stock of approximately $5 million will be redeemed for cash before closing.

Citywide Banks is a 53-year-old commercial bank with approximately $1.4 billion in total assets, $1.0 billion in net loans outstanding and $1.2 billion in deposits as of December 31, 2016. The bank operates from 12 banking centers in the greater Denver market. Prospectively, Heartland will have assets of $9.8 billion with 124 full-service banking locations operating across 12 states after closing the Citywide transaction and the previously announced Founders Bancorp transaction.

Simultaneously with the closing of the transaction, Citywide Banks will merge with Heartland’s Colorado-based subsidiary, Centennial Bank and Trust. Together, Citywide Banks and Centennial Bank and Trust will create Heartland’s largest bank subsidiary with assets of $2.3 billion and 29 banking centers serving one of the country’s best growth markets. The resulting institution will operate under the Citywide Banks brand name.

Under the terms of the definitive merger agreement, which has been unanimously approved by the boards of directors of both companies, Citywide common shareholders will receive 3.300 shares of Heartland common stock and $57.00 in cash for each share of Citywide common stock, subject to certain adjustments as set forth in the definitive merger agreement. The transaction value received by Citywide common shareholders will change with fluctuations in the price of Heartland common stock.

The transaction is expected to qualify as a tax-free exchange with respect to the stock consideration received by the common shareholders of Citywide. Heartland expects the transaction to be accretive to its earnings per share within the first full year of combined operations. Further information regarding the financial impact of the transaction can be

found in the investor presentation filed as an exhibit to Heartland’s Current Report on Form 8-K dated February 13, 2017.

Lynn B. Fuller, Chairman and CEO of Heartland said, “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. The Schmitz family is well-known and respected in the Colorado banking community. We are excited they and the rest of the Citywide team will be joining our Centennial Bank and Trust team and the Heartland family of banks.”

Marty Schmitz, Chairman of Citywide Banks will continue as a board member of the combined entity Citywide Banks and will join the Heartland Board of Directors. Schmitz said, "We are delighted to reach this agreement with Heartland and look forward to joining such a high-quality organization. This is a great opportunity for our customers, who will enjoy a broader selection of banking products and will continue to deal directly with our current staff. It is a wonderful opportunity for our staff who will work in a similar cultural environment with professional growth opportunities to advance their banking careers."

Schmitz added, “As our board of directors considered our strategic direction in today’s complex banking environment, especially the importance of identifying a potential quality merger partner, Heartland stood out as an exceptional opportunity. We are pleased to partner with a strong public company with deep resources that is committed to face-to-face customer service and locally-based community banking."

“This affiliation with the Heartland family of community banks gives us access to the products and services offered by larger banks while preserving our legacy as a locally-managed community bank. The merger will enhance convenience for our customers by adding several banking locations and it will significantly expand our lending capacity,” noted Schmitz.

Fuller concluded, “We are growing our presence in Colorado, an economically strong and rapidly growing market. Citywide Banks is an excellent fit for our community banking business model. We are impressed with the quality of the bank and its people, especially its exceptional credit culture.”

The transaction remains subject to customary closing conditions, including approval by shareholders of Citywide and approvals by bank regulatory authorities. The transaction is also subject to Heartland shareholders’ approval of an increase in authorized shares of common stock. The transaction is expected to close early in the third quarter of 2017, with a systems conversion planned for the fall of 2017.

Conference Call

Heartland will host a live conference call for analysts and investors on Tuesday, February 14, 2017 at 11:00 a.m. Eastern Time. To participate, dial 877-407-0782 at least five minutes before start time. Live audio of the call will also be Webcast and corresponding investor presentation slides will be available on the Company’s Investor Relations webpage, which may be accessed at www.htlf.com. A webcast replay will be available until February 14, 2018, by logging on to www.htlf.com.

Sandler O’Neill + Partners, L.P. served as financial advisor and issued a fairness opinion to Citywide and 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.

Heartland Media Contacts:

John Berg - Phone: (608) 769-6486

john.berg@htlf.com

About Heartland Financial USA, Inc.

Heartland Financial USA, Inc. is a diversified financial services holding company with assets exceeding $8 billion. The company provides banking, mortgage, private client, investment, insurance and consumer finance services to

individuals and businesses. Heartland currently has 108 banking locations serving 85 communities in Iowa, Illinois, Wisconsin, New Mexico, Arizona, Montana, Colorado, Minnesota, Kansas, Missouri, Texas and California. Additional information about Heartland Financial USA, Inc. is available at www.htlf.com.

About Citywide Banks

Citywide Banks is a family-owned, Colorado-focused commercial bank with nearly $1.4 billion in assets and 12 branches across Colorado's Front Range. The bank specializes in commercial lending and treasury management solutions customized for small and midsize businesses based in Colorado.

The bank’s history began when its founder, Vince Schmitz, remodeled the humble remnants of an old tire shop on Colfax Avenue. Citywide Banks opened its doors in 1963 under the name Aurora National Bank. The bank’s founders were determined to set a new standard for business banking in Colorado. With a keen understanding of the small business owner’s financial needs, they set out to create a bank that offered the service, expertise and products often reserved for larger businesses. Additional information about Citywide Banks is available at www.citywidebanks.com.

About Centennial Bank and Trust

Centennial Bank and Trust, a subsidiary of Heartland Financial USA, Inc., (NASDAQ: HTLF), is a state-chartered, community-invested bank with assets of more than $900 million and 17 Banking Centers located in Boulder, Breckenridge, Broomfield, Centennial, Conifer, Downtown Denver, Edwards, Englewood, Erie, Evergreen, Golden, Idaho Springs, Nederland, Steamboat Springs, Thornton, Vail and Winter Park. With a focus on deposit services and business and personal lending, we are dedicated to making Great Things Happen!™for our customers. Visit www.centennialbanking.com or call 303.460.4718 to learn more. Centennial Bank and Trust is a member of the FDIC and an Equal Housing Lender.  

* * * * *

Additional Information about the Merger and Where to Find It

This communication is being made in respect of a proposed merger transaction involving Heartland Financial USA, Inc. and Citywide Banks of Colorado, Inc. In connection with the transaction, Heartland Financial USA, Inc. will file a registration statement with the Securities and Exchange Commission (“SEC”) that will include a proxy statement/prospectus to be used by Citywide Banks of Colorado, Inc. at the special meeting it will call to approve the merger. Shareholders are urged to read the proxy statement/prospectus when it becomes available because it will contain important information about the proposed transaction.

The final proxy statement/prospectus will be mailed to Citywide Banks of Colorado, Inc. shareholders of record at the record date for the special meeting of the shareholders to be held to approve the proposed transaction. In addition, the registration statement on form S-4 that includes the proxy statement/prospectus and other relevant documents will be available free of charge at the SEC’s Internet Web site, www.sec.gov, Heartland’s website, www.htlf.com, or by contacting Bryan R. McKeag, Executive Vice President and Chief Financial Officer of Heartland.

Forward-Looking Statements

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.

# # #