First Interstate BancSystem (FIBK) to Merge With Great Western Bancorp, Inc. (GWB) in Transaction Valued at $2B

September 16, 2021 7:05 AM EDT

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First Interstate BancSystem, Inc. (NASDAQ: FIBK) parent company of First Interstate Bank, and Great Western Bancorp, Inc. (NYSE: GWB), parent company of Great Western Bank, announced today they have entered into a definitive agreement under which the companies will combine in an all‐stock transaction.

Under the terms of the agreement, which was unanimously approved by both companies’ Boards of Directors, GWB will merge into FIBK and the combined holding company and bank will operate under the First Interstate name and brand with the company’s headquarters remaining in Billings, Montana. Pending regulatory and shareholder approvals, the transaction is expected to close during the first calendar quarter of 2022; the conversion of GWB branches to FIBK branches is expected to take place during the second calendar quarter of 2022.

The combined company leverages the strengths of both organizations, creating a diversified, community-focused banking franchise with a network of more than 300 branches across 14 states. With assets totaling over $32 billion, the pro forma company establishes FIBK as the premier banking franchise in the West.

“This is a transformative moment for our 53-year-old company,” said FIBK President and CEO Kevin Riley. “The strategic and cultural alignment between our organizations is what makes this transaction so exciting, as we both pride ourselves on being community banks with a strong focus on relationship building, customer service, and community outreach. We are eager to expand our community banking model into eight new states and look forward to building relationships with the employees and clients who call these beautiful regions home.”

Under the terms of the agreement, GWB shareholders will receive .8425 shares of FIBK Class A common stock for each GWB share they own. Following completion of the transaction, GWB shareholders will collectively own 43% of the combined company. The implied total transaction value based on closing prices on September 15, 2021 is approximately $2.0 billion.

“We’re excited to join forces, and confident that both companies’ stakeholders will benefit from this partnership,” said Mark Borrecco, GWB President and CEO. “We’ll be able to offer customers access to additional branch locations and new products and services, provide new growth and professional development opportunities to our employees, deliver additional returns to our shareholders, and have an even greater impact on our communities.”

In addition to maintaining a strong presence in GWB’s headquarters of Sioux Falls, upon close of the transaction, five directors from GWB will join the FIBK Board of Directors. FIBK’s existing dual-class stock structure will sunset at the record date of FIBK’s next annual shareholder meeting. At that time, existing FIBK Class B common stock will be converted 1:1 into Class A common stock and FIBK will no longer be a controlled company.

“Throughout our many years of ownership, we have prided ourselves on the ability to stay true to our values and roots while simultaneously adapting, innovating, and responding to the unique needs of our clients and communities,” said Jim Scott, Director of the Board for FIBK and son of First Interstate’s founders, Homer Scott, Sr. and Mildred Scott. “This combination is an extension of our legacy in the region where our family’s roots began. It increases the Bank’s community commitment while expanding our brand of community banking.”

The Scott family will remain significant shareholders in FIBK and family members will continue to serve in Board positions post-transaction. To punctuate the milestone moment for the Company and to celebrate the Scott family’s legacy, as part this transaction, FIBK has agreed to gift over $20 million to the First Interstate BancSystem Foundation.

“Who First Interstate is as an organization and the successes we’ve enjoyed are due in large part to the leadership, support, and vision of Scott family members,” Riley said. “These funds will ensure that our shared passion for giving back to the places we call home not only continues in our existing communities but extends into our new communities in meaningful and relevant ways.”

Key Attractions of the Proposed Transaction

  • Unique strategic position and enhanced platform for growth: The combined franchise will operate in some of the fastest growing markets in the U.S. with strong economic forecasts. The footprint of the combined company spans an economically diverse region with projected population growth above the national average and unemployment rates below the national average.
  • Compelling financial impacts: Under a conservative set of assumptions, FIBK expects the transaction to be 20% accretive to earnings per share in 2023, assuming the fully phased-in cost synergies. The transaction is expected to be accretive to both FIBK’s tangible book value per share and Tangible Common Equity to Tangible Assets ratio.
  • Enhanced leadership and bench strength: The experienced talent pool at GWB enhances FIBK’s existing leadership portfolio and creates more robust talent pipelines. Borrecco will join the combined company as Chief Banking Officer (CBO), working closely with FIBK’s current CBO, Russ Lee, to ensure a smooth transition. Additional leaders from GWB will assume key positions throughout the combined company.
  • Shared commitment to local communities: Both companies have been long recognized for their commitment to the communities they serve. Over the past decade, FIBK, in collaboration with the First Interstate BancSystem Foundation, has donated over $36 million and 143,000 volunteer hours to nonprofit organizations across its footprint. In addition, FIBK has been awarded the highest possible Community Reinvestment Act rating for nine of the last 10 exam cycles. Post-transaction, FIBK will continue contributing 2% of net income before taxes annually to charitable giving within the communities it serves.

GWB expanded their commitment to the community in 2020, taking it to a new level with programs such as Making Life Great grants, COVID-19 relief, and Great Gifts of Gratitude awarded to local heroes within its footprint. Through these programs, along with giving to nonprofit organizations benefiting low to moderate income individuals, GWB recently donated over $2 million while employees averaged nearly 4.5 hours of volunteer time per team member.

Advisors

Keefe, Bruyette & Woods, A Stifel Company, served as lead financial advisor to FIBK. Barclays also served as a financial advisor to FIBK, and Davis Polk & Wardwell LLP served as FIBK’s legal advisor.

Piper Sandler & Co. served as GWB’s exclusive financial advisor and Wachtell, Lipton, Rosen & Katz served as legal advisor to GWB.

Goldman Sachs & Co. LLC served as financial advisor and Latham & Watkins LLP served as legal advisor to the Scott Family FIBK Shareholder Group in connection with the transaction.

Conference Call

FIBK and GWB management will review additional information regarding the transaction during a live conference call beginning at 11 a.m. Eastern Time on Thursday, September 16, 2021. A presentation with information about the transaction can be accessed on the Webcasts and Presentations page of fibk.com. The call may be accessed by dialing 1-877-507-0356. To participate via the Internet, log on to fibk.com. A replay will be available approximately one hour after the end of the conference call by dialing 1-877-344-7529. The replay access code is 10160269. The call will also be archived on fibk.com.



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