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 23, 2018

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 November 13, 2017, Heartland Financial USA, Inc. (“Heartland”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Signature Bancshares, Inc. (“Signature”) providing for the merger of Signature with and into Heartland (the “Merger”).

On February 23, 2018 at 5:00 p.m. (Central 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, Heartland became the surviving corporation, and Signature ceased to exist as a separate corporate entity.

Item 7.01 Regulation FD Disclosure.

At the Effective Time of the Merger described above, each issued and outstanding share of Signature common stock was automatically converted into the right to receive (a) 0.061 shares of Heartland common stock, and (b) $0.335 in cash. Each option to purchase shares of Signature common stock which was outstanding, vested and unexercised immediately prior to the Effective Time was canceled in exchange for the right to receive (at the discretion of each holder) either a single lump sum cash payment or shares of Heartland common stock (but not a mix of both) with a value equal to the product of (a) the number of shares of Signature common stock subject to such Signature stock option immediately prior to the Effective Time, and (b) the excess of $3.35 over the exercise price per share of such Signature stock option, less any applicable taxes required to be withheld with respect to such payment. If a holder of a Signature stock option elected to receives shares of Heartland common stock, the shares were valued based on the closing sale price of a share of Heartland common stock on February 22, 2018 ($52.95).

Based on Heartland’s closing stock price of $53.55 per share on February 23, 2018, the aggregate merger consideration at the Effective Time was valued at approximately $61.4 million in stock and cash (including the consideration to be paid in exchange for the termination of Signature stock options). There were 16,344,846.08 shares of Signature common stock outstanding, as of the Effective Time, including an additional 1,228,167 shares of Signature common stock issued upon the exercise of Signature stock options between the signing of the Merger Agreement and the Effective Time. Signature stock options to purchase 1,718,479 shares of Signature common stock were outstanding, vested and unexercised immediately prior to the Effective Time. As a result, Heartland will issue an aggregate of approximately 1,001,000 shares of Heartland Common Stock (cash will be paid in lieu of fractional shares) and pay an aggregate of approximately $7.75 million in cash to holders of Signature common stock and Signature stock options.

Simultaneously with the closing of the transaction, Signature Bank was merged with and into Heartland’s Minnesota-based subsidiary, Minnesota Bank & Trust.

As of December 31, 2017, Signature Bank had assets of approximately $409 million, net loans outstanding of $335 million and deposits of $368 million. The acquisition expands Heartland’s presence in the Twin Cities metro market to two banking centers and nationally to 118 banking centers serving 12 states.

The foregoing description is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as part of Heartland's Registration Statement on Form S-4 on December 19, 2017, the terms of which are incorporated by reference herein.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished in Item 7.01 and Exhibit 99.1 to this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated February 26, 2018

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 27, 2018	HEARTLAND FINANCIAL USA, INC.
	By:	/s/ Bryan R. McKeag
		Executive Vice President
		Chief Financial Officer

EX-99.1

Exhibit 99.1

HEARTLAND CONTACT:	FOR IMMEDIATE RELEASE
Laura J. Hughes	February 26, 2018
Executive Vice President
Chief Marketing Officer
(563) 589-2148
lhughes@htlf.com
SIGNATURE CONTACT:
Ken Brooks
President and CEO
Signature Bancshares, Inc.
(952) 936-7800
KBrooks@signaturebankonline.com

HEARTLAND FINANCIAL USA, INC. COMPLETES ACQUISITION OF

SIGNATURE BANCSHARES, INC. IN MINNESOTA

Dubuque, Iowa, February 26, 2018 - Heartland Financial USA, Inc. (NASDAQ: HTLF) (“Heartland”) announced today the completion of its acquisition of Minnetonka, MN-based Signature Bancshares, Inc. (“Signature”) and its wholly owned subsidiary, Signature Bank, at the close of business on February 23, 2018.

Based on Heartland’s closing stock price of $53.55 per share as of February 23, 2018, the aggregate merger consideration at closing was valued at approximately $61.4 million in stock and cash (including the consideration to be paid in exchange for the termination of Signature options). Signature common shareholders received 0.061 shares of Heartland common stock and $0.335 in cash for each share of Signature common stock. Signature option holders received cash or Heartland common stock, at the election of the holder, for the in-the-money portion of the Signature stock options.

Heartland expects the transaction to be accretive to earnings per share. The systems integration is planned for the second quarter of 2018.

Immediately following the closing of the merger between Heartland and Signature, Signature Bank was merged into Heartland’s wholly owned Minnesota subsidiary, Minnesota Bank & Trust. Ken Brooks, who was formerly President and CEO of Signature Bank, will lead Minnesota Bank & Trust as President and CEO. Leif Syverson, former Executive Vice President of Signature Bank, will serve as Executive Vice President and Steven M. Thul will continue as Chairman of the Board of Minnesota Bank & Trust.

“We are excited to expand our presence in the vibrant Twin Cities market,” said Lynn B. Fuller, Chairman and CEO of Heartland. “Signature Bank brings a strong team of experienced bankers, focused on providing exceptional customer service, enhancing our current presence in the Twin Cities market. We are pleased Ken Brooks and his team will be

- more -

joining the Minnesota Bank & Trust team to expand and continue our success in the market, while providing the expanded product offerings and innovative delivery channels shared by all of Heartland’s family of community banks.”

As of December 31, 2017Signature Bank had assets of approximately $409 million, net loans outstanding of $335 million and deposits of $368 million. The acquisition expands Heartland’s presence in the Twin Cities metro market to two banking centers with assets exceeding $620 million. Heartland now operates 118 banking centers serving 89 communities across its 12-state footprint.

Advisors:

In connection with the transaction, Panoramic Capital Advisors Inc. served as financial advisor to Heartland and Dorsey & Whitney LLP served as Heartland’s legal advisor. Sheshunoff & Co. Investment Banking served as financial advisor and issued a Fairness Opinion to Signature and Winthrop & Weinstine, P.A. served as Signature’s legal advisor.

About Heartland Financial USA, Inc.

Heartland is a diversified financial services company with assets of approximately $10 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 118 banking locations serving 89 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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