8-K
GLACIER BANCORP, INC. (GBCI)
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): May 18, 2021
____________________________________________________________
GLACIER BANCORP, INC.
(Exact name of registrant as specified in its charter)
____________________________________________________________
| Montana | 000-18911 | 81-0519541 | |||||
|---|---|---|---|---|---|---|---|
| (State or other jurisdiction <br>of incorporation) | (Commission <br>File Number) | (IRS Employer <br>Identification No.) | 49 Commons Loop | Kalispell, | Montana | 59901 | |
| --- | --- | --- | --- | ||||
| (Address of principal executive offices) | (Zip Code) | (406) | 756-4200 | ||||
| --- | --- | ||||||
| (Registrant’s telephone number, including area code) |
____________________________________________________________
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):
☒ 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | GBCI | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in as Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On May 18, 2021, Glacier Bancorp, Inc., a Montana corporation (“GBCI”) and Altabancorp, a Utah corporation (“AB”), issued a joint press release announcing the execution of a Plan and Agreement of Merger, dated as of May 18, 2021 (the “Merger Agreement”), pursuant to which, subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, AB will merge with an into GBCI (the “Merger”), with GBCI surviving the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
In connection with the announcement of the Merger Agreement, GBCI and AB intend to provide supplemental information regarding the proposed transaction in presentations to analysts and investors. A copy of the investor presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Forward-Looking Statements
This current report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “estimate,” “expect,” “will,” and similar references to future periods. Such forward-looking statements include but are not limited to statements regarding the expected closing of the transaction and the potential benefits of the business combination transaction involving GBCI and AB, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts regarding either company or the proposed combination of the companies. These forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, that may cause actual results or events to differ materially from those projected, including but not limited to the following: risks that the merger transaction will not close when expected or at all because required regulatory, shareholder or other approvals or conditions to closing are delayed or not received or satisfied on a timely basis or at all; risks that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which GBCI and AB operate; uncertainties regarding the ability of Glacier Bank and Altabank to promptly and effectively integrate their businesses; changes in business and operational strategies that may occur between signing and closing; uncertainties regarding the reaction to the transaction of the companies’ respective customers, employees, and counterparties; and risks relating to the diversion of management time on merger-related issues. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management’s current estimates, projections, expectations and beliefs. GBCI undertakes no obligation to publicly revise or update the forward-looking statements to reflect events or circumstances that arise after the date of this report. For more information, see the risk factors described in GBCI’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (“SEC”).
This report is being filed in respect of the proposed merger transaction involving GBCI and AB. This communication does not constitute an offer to sell or the solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Additional Information and Where to Find It
In connection with the proposed merger transaction, GBCI expects to file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) that will include a Preliminary Proxy Statement of AB and a Preliminary Prospectus of GBCI, as well as other relevant documents concerning the proposed transaction. After the Registration Statement is declared effective, AB will mail a Definitive Proxy Statement/Prospectus to its shareholders. This communication is not a substitute for the Proxy Statement/Prospectus or Registration Statement or for any other document that GBCI or AB may file with the SEC and send to AB’s shareholders in connection with the proposed merger transaction. Shareholders of AB are urged to read carefully the Registration Statement and the Proxy Statement/Prospectus included therein regarding the proposed merger transaction when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. A free copy of the Proxy Statement/Prospectus included in the Registration Statement, as well as other filings containing information about GBCI, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from GBCI at www.glacierbancorp.com under the tab “SEC Filings” and in the “Investor Relations” section of AB’s website, www.altabancorp.com, under the heading “SEC Filings” or by requesting them in writing or by telephone from GBCI at: Glacier Bancorp, Inc., 49 Commons Loop, Kalispell, Montana 59901, ATTN: Corporate Secretary; Telephone (406) 751-7706.
Participants in the Solicitation
GBCI and AB and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of AB in connection with the proposed merger transaction. Information about the directors and executive officers of GBCI is set forth in the proxy statement for GBCI’s 2021 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 16, 2021. Information about the directors and executive officers of AB is set forth in AB’s Amendment No. 1 to its Annual Report on Form 10-K, which was filed with the SEC on April 29, 2021. Additional information regarding the interests of those participants and other persons who may be deemed participants may be obtained by reading the Proxy Statement/Prospectus included in the Registration Statement and other relevant documents regarding the proposed merger transaction filed with the SEC when they become available. Copies of these documents may be obtained free of charge from the sources described above.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
99.1 Press Release dated May 18, 2021
99.2 Investor Presentation dated May 18, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
| Dated: | May 18, 2021 | GLACIER BANCORP, INC. | |
|---|---|---|---|
| /s/ Randall M. Chesler | |||
| By: | Randall M. Chesler | ||
| President and Chief Executive Officer |
elevatepressrelease05-18
NEWS RELEASE May 18, 2021 FOR IMMEDIATE RELEASE CONTACT: Randall M. Chesler (406) 751-4722 Ron J. Copher (406) 751-7706 GLACIER BANCORP, INC. ANNOUNCES ACQUISITION OF ALTABANCORP IN AMERICAN FORK, UTAH KALISPELL, MONTANA (GLOBE NEWSWIRE) - Glacier Bancorp, Inc. (“Glacier” or the “Company”) (NASDAQ: GBCI) today announced the signing of a definitive agreement to acquire Altabancorp (“ALTA”) (NASDAQ: ALTA), the bank holding company for Altabank, a community bank headquartered in American Fork, Utah. The acquisition marks Glacier’s 24th announced acquisition since 2000 and its 7th announced transaction in the past five years. This also marks Glacier’s second acquisition of a Utah-based bank in the last two years, completing the acquisition of First Community Bank based in Layton, Utah in 2019. Altabank provides banking services to individuals and businesses throughout Utah and southern Idaho with 25 branch locations from Preston, Idaho to St. George, Utah. As of March 31, 2021, ALTA had total assets of $3.5 billion, total loans of $1.8 billion and total deposits of $3.2 billion. The boards of Glacier and ALTA unanimously approved the transaction, which is subject to regulatory approval, ALTA shareholder approval, and other customary conditions of closing. Glacier has obtained voting agreements from ALTA’s Directors, Executive Officers and Principal Shareholders, including members of the Gunther family. The definitive agreement provides that upon closing of the transaction, ALTA shareholders are to receive 0.7971 shares of Glacier stock for each ALTA share. Based on the closing price of $61.51 for Glacier shares on May 17, 2021, the transaction would result in an aggregate value of $933.5 million. Upon closing of the transaction, which is anticipated to take place in the fourth quarter of 2021, Altabank will become Glacier’s 17th bank division, and will operate under its existing name. "We are excited and proud to welcome Altabank to the Glacier family of banks,” said Randy Chesler, Glacier's President and Chief Executive Officer. “This is an exceptional opportunity to solidify Glacier’s presence in the booming Utah market by partnering with the largest community bank in the state. We have been keenly focused on building our presence in Utah and this opportunity checks all the boxes.” Chesler also noted that “This acquisition is consistent with our history of adding high quality community banks to our proven banking model. Altabank has been serving customers in Utah for over 100 years, and has developed a leading position and lasting legacy in the markets it serves.”
The transaction will be immediately accretive to Glacier’s tangible book value per share and immediately accretive to Glacier's earnings per share, excluding one-time transaction-related expenses. Len Williams, President and CEO of ALTA, commented, “Altabank has been a market leader in Utah for decades. In our constant quest to be bigger, better and stronger, the opportunity to join the Glacier family of banks was an undeniably great one for us. Becoming part of the Glacier family gives us the chance to compete with anyone, anywhere in our market, all while maintaining our local autonomy.” Glacier management will review additional information regarding the transaction on a conference call beginning at 9:00 a.m. Mountain Time on Wednesday, May 19, 2021. The call may be accessed by dialing (877) 561-2748 and the conference ID is 3354557. A slide presentation to accompany management’s commentary may be accessed from Glacier’s May 18, 2021 Form 8-K filing with the Securities and Exchange Commission (the "SEC") or at https://www.glacierbancorp.com/news-market-information/annual-reports-presentations. Glacier was advised in the transaction by D.A. Davidson & Co. as financial advisor and Miller Nash Graham & Dunn LLP as legal counsel. Altabancorp was advised by Keefe, Bruyette & Woods, A Stifel Company as financial advisor and Jones Day as legal counsel. About Glacier Bancorp, Inc. Glacier Bancorp, Inc. is the parent company for Glacier Bank and its bank divisions: Bank of the San Juans (Durango, CO), Citizens Community Bank (Pocatello, ID), Collegiate Peaks Bank (Buena Vista, CO), First Bank of Montana (Lewistown, MT), First Bank of Wyoming (Powell, WY), First Community Bank Utah (Layton, UT), First Security Bank (Bozeman, MT), First Security Bank of Missoula (Missoula, MT), First State Bank (Wheatland, WY), Glacier Bank (Kalispell, MT), Heritage Bank of Nevada (Reno, NV), Mountain West Bank (Coeur d’Alene, ID), North Cascades Bank (Chelan, WA), The Foothills Bank (Yuma, AZ), Valley Bank of Helena (Helena, MT), and Western Security Bank (Billings, MT). Visit Glacier’s website at www.glacierbancorp.com. Important Information and Where You Can Find It In connection with the proposed transaction, Glacier will file with the SEC a registration statement on Form S-4 to register the shares of Glacier’s capital stock to be issued in connection with the proposed transaction. The registration statement will include a proxy statement of ALTA and a prospectus of Glacier, which will be sent to the shareholders of ALTA seeking their approval of the proposed transaction. This release does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval. INVESTORS AND SHAREHOLDERS OF GLACIER AND ALTA AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS TO BE INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GLACIER, ALTA AND THE PROPOSED TRANSACTION. Investors will be able to obtain a free copy of the registration statement, including the proxy statement/prospectus, as well as other relevant documents filed with the SEC containing information about Glacier and ALTA, without charge, at the SEC's website (http://www.sec.gov). Copies of the registration statement, including the proxy statement/prospectus, and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Glacier Bancorp, 49 Commons Loop, Kalispell, Montana 59901; Telephone (406) 751-7706, or Altabancorp, 1 East Main Street, American Fork, Utah 84003; Telephone (801) 642-3998. Participants in the Solicitation of Proxies in Connection with Proposed Transaction Glacier, ALTA and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction under the rules of the SEC. Information regarding Glacier’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 16, 2021, and certain of its Current Reports on Form 8-K. Information regarding ALTA’s directors and executive officers is available in an amendment to its Annual Report on Form 10-K/A, which was filed with the SEC on April 29, 2021, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph. Forward-Looking Statements This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “estimate,” “expect,” “will,” and similar references to future periods. Such forward- looking statements include but are not limited to statements regarding the expected closing of the transaction and the potential benefits of the business combination transaction involving Glacier and ALTA, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts regarding either company or the proposed combination of the companies. These forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, that may cause actual results or events to differ materially from those projected, including but not limited to the following: risks that the merger transaction will not close when expected or at all because required regulatory, shareholder or other approvals or conditions to closing are delayed or not received or satisfied on a timely basis or at all; risks that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Glacier and ALTA operate; uncertainties regarding the ability of Glacier Bank and Altabank to promptly and effectively integrate their businesses; changes in business and operational strategies that may occur between signing and closing; uncertainties regarding the reaction to the transaction of the companies’ respective customers, employees, and counterparties; and risks relating to the diversion of management time on merger-related issues. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of
the date on which they are made and reflect management’s current estimates, projections, expectations and beliefs. Glacier undertakes no obligation to publicly revise or update the forward- looking statements to reflect events or circumstances that arise after the date of this report. For more information, see the risk factors described in Glacier’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the SEC.
projectelevateinvestorpr
Acquisition of May 18, 2021
1 This presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward- looking statements include, but are not limited to, statements about the Company’s plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “should,” “projects,” “seeks,” “estimates,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. The following factors, among others, could cause actual results to differ materially from the anticipated results (express or implied) or other expectations in the forward-looking statements, including those set forth in this presentation: 1) the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between the Company and ALTA; 2) the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated; 3) the risk that any announcements relating to the proposed combination could have adverse effects on the market price of the common stock of either or both parties to the combination; 4) the possibility that the anticipated benefits of the transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where the Company and ALTA do business; 5) potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction that could make it difficult to retain or hire key personnel and maintain relationships with customers; 6) the Company’s and ALTA’s success in executing their respective business plans and strategies and managing the risks involved; 7) the risk that the proposed combination may be more difficult or time- consuming than anticipated, including in areas such as asset realization, systems integration and other key strategies; 8) the unforeseen risks relating to liabilities of the Company or ALTA that may exist; 9) the Company’s success in managing risks involved in the foregoing; and 10) the effects of any reputational damage to the Company resulting from any of the foregoing. The foregoing are representative of the factors that could affect the outcome of our forward-looking statements. In addition, such statements could be affected by general industry and market conditions and growth rates, general economic and political conditions, either nationally or in the states in which the Company, ALTA or their respective subsidiaries do business, including interest rate and currency exchange rate fluctuations, changes and trends in the securities markets, changes in regulations as a result of the change in administration at the federal level, and other factors. The Company provides further detail regarding these risks and uncertainties in its latest Form 10-K and subsequent Form 10-Qs, including in the respective Risk Factors sections of such reports, as well as in subsequent SEC filings. Please take into account that forward-looking statements speak only as of the date of this presentation. Given the described uncertainties and risks, the Company cannot guarantee its future performance or results of operations and you should not place undue reliance on these forward-looking statements. The Company does not undertake any obligation to publicly correct, revise, or update any forward-looking statement if it later becomes aware that actual results are likely to differ materially from those expressed in such forward-looking statement, except as required under federal securities laws. Forward-Looking Statements
2 Transaction Highlights Glacier Bancorp, Inc. (NASDAQ: GBCI) will acquire Altabancorp (NASDAQ: ALTA), the bank holding company for Altabank, a community bank headquartered in American Fork, Utah Altabank is the largest community bank headquartered in Utah, with $3.5 billion in total assets Transaction is consistent with Glacier’s targeted financial metrics and focused M&A strategy High quality community banks in the Western U.S. with assets between $300 million and $3+ billion Stable, sticky and seasoned low-cost deposit franchise Pristine loan portfolio which improves Glacier’s composition mix and loan yields Reduced integration risk with both companies utilizing Jack Henry as core processor Utah is one of the strongest and fastest growing states in the country – ranked #1 best economy in 2020(1) Glacier has obtained voting agreements from ALTA’s Directors, Executive Officers and Principal Shareholders, including members of the Gunther family Source: S&P Global Market Intelligence Note: Based on GBCI closing price of $61.51 and ALTA closing stock price of $43.44 as of May 17, 2021 (1) Ranking by U.S. News and World Report (2) Ratio of the tangible book value multiple paid (based on required tangible common equity of $342.9 million) to GBCI’s tangible book value multiple as of May 17, 2021 Transaction Overview Financially Attractive Pricing metrics, deal structure, and conservative assumptions reflective of Glacier’s disciplined approach to acquisitions Immediately accretive to EPS – accretion of 5.2% in 2022, or 5.8% with fully realized cost savings Immediately accretive to tangible book value per share Internal rate of return (IRR) above 15% Conservative cost savings, estimated at 17.5% of ALTA’s noninterest expense Less than 15% premium to ALTA’s current stock price Pay to trade ratio of 80.1%(2) Achievable revenue synergies identified, but not factored into the model
3 BANK DIVISIONS 17 Strategic Rationale Sources: S&P Global Market Intelligence as of March 31, 2021, FDIC deposit data as of June 30, 2020 Note: Information is pro forma for the pending ALTA acquisition (1) Excludes industrial loan companies (ILCs) (2) Milken Institute’s 2021 Ranking of Best-Performing Cities Solidifies and ensures Glacier’s continued leadership position in the Rocky Mountain West, one of the strongest regions in the country, by establishing leadership in Utah and acquiring one of the largest banks in the region Unique opportunity to become the leading community bank in Utah – one of the fastest growing states in the country Tremendous scarcity value in Utah, a state with limited acquisition opportunities and infrequent merger activity ALTA is the only community bank headquartered in a five-state region (UT, ID, WY, AZ, and NV) with total assets between $3 billion and $10 billion GBCI will become the 6th largest bank in Utah and have a strong footing in every major market in the state(1) Top 5 position in Provo MSA – #1 Best-performing large city nationwide(2) Top 5 position in Logan MSA – #2 Best-performing small city nationwide(2) Utah will become GBCI’s 2nd largest market with over $3 billion in deposits and $2 billion in loans Acquisition further diversifies GBCI’s loan and deposit portfolio ALTA brings additional technology and systems that can be leveraged across the entire Glacier footprint, accelerating Glacier’s technology evolution WY ID UT AZ NV WA CO MT $23 BILLION TOTAL ASSETS LOCATIONS 218
4 Utah is Business Friendly Favorable business and tax climate continues to attract firms and top talent to the state • #1 Best State for Entrepreneurs in 2020 by Forbes • #3 Best State for Business in 2019 by Forbes • Average corporate tax rate of 5.0% 33 company relocations or expansions in Utah in 2019 – total of $1.2 billion in capital investments $4.1 billion redevelopment of the Salt Lake City International Airport – 1st new U.S. hub airport built in the 21st century • Capacity to handle 34 million passengers per year Major Employers Utah is Experiencing Exceptional Growth Utah is the fastest growing market in GBCI’s eight- state footprint • 2nd fastest growing state in the U.S. from 2010-2021 with a total population of 3.3 million • 4th highest projected household income growth between 2021- 2026 Most rapid housing unit growth rate in the U.S. for the 3rd consecutive year • 30,745 residential dwelling unit permits issued in 2020, the highest volume since 2005 • Permit-authorized construction peaked in 2020, totaling $10.3 billion for residential and nonresidential projects 5th lowest unemployment rate in the nation • 3.3% compared to the national average of 6.5% in 2020 Utah has Nation-Leading Metropolitan Areas St. George and Provo are #2 and #3 ranked MSAs for projected population growth in Western U.S. 5 of the top 10 Best-Performing Cities in America in 2021 by the Milken Institute Utah’s Attractive Profile Sources: S&P Global Market Intelligence; Economic Development Corporation of Utah, U.S. Bureau of Labor Statistics, Utah Economic Council, The Salt Lake Tribune, SLC International Airport, The Tax Foundation Note: Western U.S. states include AK, AZ, CA, CO, HI, ID, MT, NV, NM, OR, UT, WA, WY
5 Net Income 9.4$ ROAA 1.13% ROATCE 11.36% Net Interest Margin 2.91% Efficiency Ratio 57.5% Yield on Loans 5.32% Yield on Securities 0.67% Cost of Total Deposits 0.20% Ticker ALTA Exchange NASDAQ Stock Price 43.44$ Market Cap. 820$ Price / Tg. Book Value 254.8% Price / 2022E EPS (1) 18.7x Income Statement (Q1 2021) Market Information (5/17/2021) Total Assets 3,522$ Gross Loans 1,805$ Total Deposits 3,159$ Loans / Deposits 57.1% Non-Int. Bearing Dep. (% of Total) 35.0% Tangible Common Equity 322$ Tangible Common Equity Ratio 9.21% Tier 1 Common Capital (CET1) Ratio 17.15% NPAs / Total Assets 0.21% Loan Loss Reserves / Gross Loans (Ex. PPP) 2.35% Balance Sheet (3/31/2021) Headquartered in American Fork, Utah, Altabank is the largest community bank in Utah with $3.5 billion in total assets 100+ year operating history in Utah and Idaho Full-service bank, providing comprehensive financial services to businesses and individuals through 25 branch locations from Preston, Idaho to St. George, Utah Market leader in most of the communities in which it operates 1.13% ROAA in Q1 2021 despite historically low loan-to-deposit ratio of 57.1% Altabancorp (NASDAQ: ALTA) Overview Source: S&P Global Market Intelligence, earnings release data as of 3/31/2021 Note: All dollars in millions, except per share (1) Based on average Street estimates Financial Highlights
6 ALTA Operating Markets Provo-Orem, UT MSA Salt Lake City, UT MSA #1 Best-Performing Large City (Provo) Total Population: 673,743 Total Market Deposits: $11.4 billion ALTA Deposit Market Rank: 4th Strongest Job Market in U.S. Sources: S&P Global Market Intelligence, Wall Street Journal, Milken Institute, FDIC deposit data as of June 30, 2020 Total Population: 1,251,413 Total Market Deposits: $59.7 billion ALTA Deposit Market Rank: 7th Logan and Ogden-Clearfield, UT MSAs St. George, UT MSA #2 Best-Performing Small City (Logan) Total Population: 842,235 Total Market Deposits: $8.9 billion ALTA Deposit Market Rank: 3rd (Logan MSA) 10th (Ogden MSA) Fastest Growing MSA (2010-2021) Total Population: 185,531 Total Market Deposits: $3.0 billion ALTA Deposit Market Rank: 7th
7 27.9% 15.0% 16.5% 34.3% 16.6% 30.4% 0.0% 10.0% 20.0% 30.0% 40.0% Provo-Orem, UT Salt Lake City, UT Logan, UT-ID St. George, UT Ogden-Clearfield, UT Herber, UT Glacier’s two Utah bank divisions will have a strong presence in every major market in the state Minimal overlap with Glacier’s First Community Bank division in Utah Over 80% of the Utah population resides in the eight counties where the pro forma banks have branches Utah is ripe for community banking – money center banks control over 50% of the Utah banking market Glacier’s Market Leading Utah Franchise Sources: S&P Global Market Intelligence, FDIC deposit data as of June 30, 2020 (1) First Community Bank Utah (a division of Glacier Bank) (2) Excludes industrial loan companies (ILCs) 2010-2021 Population Change Pro Forma Utah Branch Footprint ALTA Branches FCB(1) Branches 7.2% Utah MSA National Avg. Pro Forma Market Presence – Utah MSAs MSA Branches Deposits ($MM) Branches Deposits ($MM) Branches Deposits ($MM) Mkt. Rank Provo-Orem, UT 12 1,525$ 0 -$ 12 1,525$ 4 Salt Lake City, UT 6 528$ 1 28$ 7 557$ 7 Logan, UT-ID 4 384$ 0 -$ 4 384$ 3 St. George, UT 1 112$ 0 -$ 1 112$ 7 Ogden-Clearfield, UT 2 69$ 8 498$ 10 567$ 5 Heber, UT 0 -$ 1 83$ 1 83$ 7 Total 25 2,618$ 10 609$ 35 3,227$ GBCIALTA Pro Forma
8 Non-interest Bearing Deposits 35.0% Interest Bearing Deposits 60.0% Time Deposits(1) 5.0% Non-interest Bearing Deposits 37.1% Interest Bearing Deposits 56.9% Time Deposits(1) 6.0% Non-interest Bearing Deposits 37.5% Interest Bearing Deposits 56.3% Time Deposits(1) 6.2% C&I 8.0% SBA PPP 8.6% OO-CRE 17.3% NOO-CRE 20.8% Multifamily 3.3% 1-4 Family 10.2% Construction & Land 11.4% Consumer & Other 20.3% C&I 9.1% SBA PPP 3.1% OO-CRE 29.9% NOO-CRE 19.6% Multifamily 6.8% 1-4 Family 13.7% Construction & Land 14.0%Consumer & Other 3.7% C&I 8.1% SBA PPP 7.8% OO-CRE 19.0% NOO-CRE 20.7% Multifamily 3.8% 1-4 Family 10.7% Construction & Land 11.8% Consumer & Other 18.0% $16.1B $3.2B $19.3B Cost of Deposits: 0.08% Cost of Deposits: 0.20% Cost of Deposits: 0.10% Pro Forma Deposit and Loan Composition Pro Forma(2) Loan Yield: 4.89% NPAs/Assets: 0.38% $11.4B $1.8B $13.2B Loan Yield: 5.32% NPAs/Assets: 0.21% Loan Yield: 4.96% NPAs/Assets: 0.35% D e p o s it s L o a n s Source: S&P Global Market Intelligence, GAAP and call report data as of the quarter ended 3/31/2021 (1) Includes time deposits and wholesale deposits (2) Does not include purchase accounting adjustments
9 Transaction Overview and Assumptions Transaction Value(1) $930.5 million to common shareholders, or $49.03 per share(2) $3.0 million to optionholders $933.5 million total transaction value Consideration Mix 100% stock consideration to ALTA common shareholders(2) 0.7971 shares of Glacier stock for each ALTA share ALTA options will be cashed out based on the in-the-money value Price Protection(3) Fixed exchange ratio with collars set between $49.43 and $74.15 Earnings Estimates Consensus earnings estimates for both companies Loan Credit Mark Estimate Total gross credit mark of $34.1 million, or 1.95% ALTA’s gross loan portfolio excluding PPP loans $31.9 million allocated to non-PCD loans; amortized into earnings over 5 years using the sum-of-the-years- digits accelerated method $2.2 million allocated to purchase credit deteriorated (PCD) loans, recorded into ACL Provision expense of $31.9 million for CECL taken immediately after close; included in pro forma tangible book value Other Fair Value Estimates Net fair value write-up of $22.0 million on fixed assets, loans (rate mark) and time deposits Core deposit intangible of $10.5 million, or 0.35% of non-time deposits; amortized over 10 years using the sum-of-the- years digits methodology Cost Savings Cost savings of 17.5% of ALTA’s non-interest expense base 80.0% realized in 2022 and 100% thereafter Durbin Impact Estimated reduction of ALTA’s interchange income by approximately $2.0 million annually Restructuring Charges(4) One-time transaction costs of approximately $33.0 million, pre-tax Minimum Tangible Common Equity $342.9 million at closing Excess capital, net of any adjustments for ALTA’s Final Transaction Related Expenses, to be paid out to ALTA shareholders prior to closing Expected Closing Fourth Quarter 2021 (1) Based on GBCI closing price of $61.51 as of May 17, 2021 (2) Includes 18,876,639 ALTA shares and 101,128 unvested ALTA RSUs (3) Refer to the Plan and Agreement of Merger for complete terms relating to stock collars and termination rights (4) Including employment and benefits plan costs, data processing conversion costs and penalties, and combined professional and advisory fees
10 Transaction Multiples and Pro Forma Impact Note: Based on GBCI closing price of $61.51 and ALTA closing stock price of $43.44 as of May 17, 2021 Note: Altabancorp data as of March 31, 2021 unless otherwise noted Note: Includes 18,876,639 ALTA shares and 101,128 unvested ALTA RSUs (1) Required tangible common equity at closing of $342.9 million. Refer to the Plan and Agreement of Merger for complete terms (2) Ratio of the tangible book value multiple paid (based on required tangible common equity) to GBCI’s tangible book value multiple as of May 17, 2021 (3) Based on average Street estimates for ALTA (4) Based on average Street estimates for GBCI and ALTA (5) Inclusive of all estimated restructuring charges Transaction Value / Tangible Book Value (3/31/2021) 290.1% Transaction Value / Tangible Book Value (Required)(1) 272.2% Pay to Trade Ratio (Required Tangible Book Value)(1)(2) 80.1% Premium to ALTA’s Current Stock Price 12.9% Transaction Value / LTM Earnings 22.1x Transaction Value / 2022E Earnings(3) 21.1x Transaction Value / 2022E Earnings(3) (With Assumed Cost Savings) 17.9x Projected 2022E EPS Accretion(4) (Assumed 80% Cost Saving Phase-In) 5.2% / $0.14 per share Projected 2022E EPS Accretion(4) (With 100% Cost Saving Phase-In) 5.8% / $0.16 per share TBV Per Share Accretion(5) 1.0% / $0.19 per share TBV Per Share Payback Period Immediately Accretive to TBV Internal Rate of Return 15%+
11 Altabancorp acquisition continues Glacier’s tradition of adding high quality community banks that fit the Glacier banking model Pricing metrics, deal structure, and conservative assumptions reflective of Glacier’s consistent, disciplined approach to acquisitions Immediately accretive to both earnings per share and tangible book value per share Opportunity for significant revenue enhancement if Altabank’s loan-to-deposit ratio returns to historical levels – not factored into the model Transaction will further enhance Glacier’s long-term track record of creating shareholder value Unique opportunity to partner with the premier Utah community bank Increases Glacier’s deposit market share in Utah from 13th to 6th, with over $3 billion in pro forma deposits(1) Largest bank transaction in Utah since 2000 Utah is a key growth market in the Glacier footprint Acquisition builds on Glacier’s existing Utah efforts and creates opportunities for robust future growth and diversification – Utah is the fastest growing state in Glacier’s footprint Glacier will have a significant presence in every major Utah MSA and have a top 5 market share in the Provo-Orem, Logan and Ogden-Clearfield MSAs Altabancorp management and staff provide Glacier with lending talent, deep market knowledge, and strong customer relationships Concluding Observations (1) Excludes industrial loan companies (ILCs)
12 Appendix
13 539 credit relationships 74% of total commercial loans 60% of total loans 100% of credits over $2 million 100% of commercial loans over $1.5 million 100% of COVID sensitive commercial loans (hotel, restaurant, travel/tourism, oil/gas, gaming) Human Resources Financial Reporting and Analysis Systems Data Warehouse Information Technology Financial and Accounting Mortgage Compliance Operations Asset Quality Comprehensive Due Diligence Process Commercial Lending Treasury Consumer Lending Loan Review Process Diligence Focus Areas Product Management Comprehensive Loan Review Analysis 1,063 Individual loans reviewed $1.4 Billion Total loan balance reviewed Completed a coordinated comprehensive due diligence review with executives from GBCI and ALTA, along with advisors and consultants Conducted detailed diligence calls with ALTA management to evaluate each focus area Engaged consultants to complete enhanced loan review, compliance review and IT systems analysis
14 Montana 34% Idaho 13% Utah 17% Washington 6% Wyoming 7% Colorado 10% Arizona 8% Nevada 6% Montana 62% Idaho 22% Utah 2% Washington 1% Wyoming 9%Colorado 4% Montana 39% Idaho 15% Utah 4% Washington 7% Wyoming 8% Colorado 11% Arizona 10% Nevada 6% Geographic Loan Diversification Pro Forma with ALTA G ro s s L o a n s Source: Company information as of the quarter ended 3/31/2021 12/31/2009 3/31/2021 3/31/2021 Altabancorp acquisition continues to further geographically diversify Glacier’s loan portfolio L o a n G e o g ra p h y
15 $7.7 $7.9 $8.3 $9.1 $9.5 $9.7 $12.1 $13.7 $18.5 $23.3 $10.96 $11.08 $11.83 $12.11 $12.51 $12.91 $13.93 $15.61 $18.21 $- $4.00 $8.00 $12.00 $16.00 $20.00 $- $4 $8 $12 $16 $20 $24 2012 2013 2014 2015 2016 2017 2018 2019 2020 Pro Forma with ALTA TBV/ Share Total Assets ($BN) Non-Acquired Assets Acquired Assets TBV/Share ALTA continues Glacier’s tradition of adding high quality community banks that fit the Glacier banking model GBCI Acquisition History May 2013 $300.5 MM Assets July 2013 $330.0 MM Assets August 2014 $349.2 MM Assets $3,521.8 MM Assets July 2019 $977.9 MM Assets April 2017 $385.8 MM Assets April 2019 $379.2 MM Assets February 2018 $1,109.7 MM Assets January 2018 $551.2 MM Assets February 2020 $745.4 MM Assets February 2015 $175.8 MM Assets October 2015 $270.1 MM Assets August 2016 $76.2 MM Assets Source: S&P Global Market Intelligence, assets for target company based on date of deal completion
16 GBCI is strategically positioned with a combined presence in 15 of the top 30 fastest growing MSAs in the Western U.S.(1) ALTA acquisition adds three high-growth markets to the GBCI footprint and an enhanced presence in the Ogden and Salt Lake MSAs Utah accounts for four of the top ten fastest growing MSAs in the Western U.S. Expanding in Leading Markets Top 30 Fastest Growing MSAs – Western U.S. GBCI MSA ALTA MSA Top 30 MSA Source: S&P Global Market Intelligence Note: Western U.S. states include AK, AZ, CA, CO, HI, ID, MT, NV, NM, OR, UT, WA, WY (1) Based on 2010-2021 population growth 2021 - 2026 Mkt. Rank MSA Projected Change (%) GBCI Mkt. ALTA Mkt. 1 St. George, UT 34.33 - 2 Bozeman, MT 32.91 - 3 Greeley, CO 32.6 - - - 4 Heber, UT 30.41 - 5 Bend, OR 28.5 - - - 6 Provo-Orem, UT 27.89 - 7 Boise City, ID 25.71 - 8 Coeur d'Alene, ID 23.65 - 9 Cedar City, UT 23.33 - - - 10 Fort Collins, CO 21.94 - - - 11 Phoenix-Mesa-Chandler, AZ 21.2 - 12 Kennewick-Richland, WA 21.05 - - - 13 Ellensburg, WA 19.4 - - - 14 Las Vegas-Henderson-Paradise, NV 19.29 - - - 15 Denver-Aurora-Lakewood, CO 19.14 - 16 Colorado Springs, CO 18.11 - 17 Prineville, OR 18.05 - - - 18 Seattle-Tacoma-Bellevue, WA 18.04 - - - 19 Olympia-Lacey-Tumwater, WA 17.58 - - - 20 Kalispell, MT 17.03 - 21 Idaho Falls, ID 16.59 - 22 Ogden-Clearfield, UT 16.56 23 Logan, UT-ID 16.52 - 24 Bellingham, WA 16.26 - - - 25 Jackson, WY-ID 15.44 - - - 26 Sandpoint, ID 15.07 - 27 Salt Lake City, UT 15.03 28 Portland-Vancouver-Hillsboro, OR-WA 14.13 - - - 29 Pullman, WA 14.08 - - - 30 Twin Falls, ID 13.7 - - - Total Top 30 MSAs 12 5 15 Pro Forma Mkt. 10 1 Popula ion Change 34. % 32. % 32.6% 30. % 28.5% 27.9% 25. % 23.7% 23. % 21. % 21.2% 21.1% 19.4% 19.3% 19. % 18. % 18.1% 18. % 17.6% 17. % ll 16.6% l i l 16.6% 16. % lli 16.3% 15. % i 15.1% lt it , 15. % tl ill , 14. % ll , 14.1% i ll , I 13.7% t l
17 Important Information and Where You Can Find It In connection with the proposed transaction, Glacier will file with the SEC a registration statement on Form S-4 to register the shares of Glacier’s capital stock to be issued in connection with the proposed transaction. The registration statement will include a proxy statement of ALTA and a prospectus of Glacier, which will be sent to the shareholders of ALTA seeking their approval of the proposed transaction. This release does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval. INVESTORS AND SHAREHOLDERS OF GLACIER AND ALTA AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS TO BE INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GLACIER, ALTA AND THE PROPOSED TRANSACTION. Investors will be able to obtain a free copy of the registration statement, including the proxy statement/prospectus, as well as other relevant documents filed with the SEC containing information about Glacier and ALTA, without charge, at the SEC's website (http://www.sec.gov). Copies of the registration statement, including the proxy statement/prospectus, and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Glacier Bancorp, 49 Commons Loop, Kalispell, Montana 59901; Telephone (406) 751-7706, or Altabancorp, 1 East Main Street, American Fork, Utah 84003; Telephone (801) 642-3998. Glacier, ALTA and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction under the rules of the SEC. Information regarding Glacier’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 16, 2021, and certain of its Current Reports on Form 8-K. Information regarding ALTA’s directors and executive officers is available in an amendment to its Annual Report on Form 10-K/A, which was filed with the SEC on April 29, 2021, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.
