Investor group calling for Heartland Financial USA sale agrees to fold

Heartland Financial USA director Lynn Fuller, a former CEO and chairman, was part of a shareholder group that had called for the company's sale. On Thursday, the group agreed to dissolve with Fuller agreeing to resign from the board.

Heartland Financial USA in Dubuque, Iowa, has reached an agreement with a shareholder group that had been advocating for the company's sale

The shareholder group, which controlled about 6.7% of Heartland's outstanding shares, was led by former chairman and CEO Lynn Fuller. As part of the agreement, which was announced Thursday, Fuller, who served as CEO from 1999 to 2018 and executive chairman from June 2018 until March 15 — when the $19.7 billion-asset Heartland replaced him with John Schmidt — agreed to resign from the board of directors. 

"We thank Mr. Fuller for his service and many contributions to HTLF," Ryan Lund, Heartland's director of corporate communications said Thursday in a statement. "HTLF's focus remains on serving our customers, communities and shareholders and growing our business."

Fuller, who first went to work for Heartland in 1971, championed a decentralized, multi-charter business model during his two-decade tenure as CEO. Fuller objected to Heartland's ongoing plan to consolidate its 11 bank charters into a single entity, HTLF Bank. To date, Heartland has consolidated five charters. It expects to consolidate the remaining six before year-end 2023.

Heartland expects to spend between $16 million and $19 million on consolidation, which will turn its banks into divisions of HTLF with their own separate brand identities. "Transitions have been smooth, and the project continues on schedule and on budget," Lund wrote in an email to American Banker. "We expect to complete charter consolidation early in the fourth quarter of 2023 and deliver $20 million of annual savings."

As part of Thursday's pact, the shareholder group agreed to dissolve its March 8 shareholder agreement and cease its advocacy. Heartland agreed to pay the group's out-of-pocket expenses as well as legal and financial advisory fees.   

Heartland reported net income totaling $54.6 million for the quarter ending Sept. 30, up about 1% from the same three months in 2021. Its results included $2.2 million of restructuring costs connected to the charter consolidation plan. 

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