Item 8.01. Other Events.
On
The Securities were issued pursuant to an Indenture dated as of
Unless earlier redeemed, the Securities will mature on
The Securities are HTLF's unsecured, subordinated obligations and shall rank junior in right of payment to all of HTLF's existing or future senior indebtedness, whether secured or unsecured, including claims of depositors and creditors. The Securities shall (i) rank equally in right of payment with any unsecured, subordinated indebtedness currently outstanding or that HTLF incurs in the future that ranks equally with the Securities; (ii) rank senior in right of payment to (A) its existing junior subordinated debentures and (B) any indebtedness the terms of which provide that such indebtedness ranks junior to the Securities; and (iii) be structurally subordinated to all existing and future indebtedness and liabilities of HTLF's existing and future subsidiaries, including without limitation HTLF's bank subsidiaries' depositors. It is intended that the Securities qualify as and are Tier 2 capital or the equivalent for all regulatory purposes.
The Securities may be redeemed at HTLF's option under certain circumstances, as described in the Indenture.
The foregoing summary of the terms of the Indenture and the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of (i) the Base Indenture, (ii) the Supplemental Indenture and (iii) the form of the global note, each of which is attached hereto as an exhibit and is incorporated herein by reference.
On
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
4.1 Indenture betweenHeartland Financial USA, Inc. andU.S. Bank National Association datedDecember 17, 2014 (incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K dated onDecember 18, 2014 ) 4.2 Second Supplemental Indenture dated as ofSeptember 8, 2021 to the Indenture dated as ofDecember 17, 2014 betweenHeartland Financial USA, Inc. andU.S. Bank National Association , as trustee 4.3 Form of Global Note representing the Securities (included in Exhibit 4.1) 5.1 Opinion ofDorsey & Whitney LLP 23.1 Consent ofDorsey & Whitney LLP (included in Exhibit 5.1) 99.1 Press release datedSeptember 8, 2021 104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.
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