Glacier Bancorp (GBCI) Reports Acquisition of State Bank Corp. in Lake Havasu City, AZ

October 1, 2019 5:48 AM EDT

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Glacier Bancorp, Inc. (NASDAQ: GBCI) today announced the signing of a definitive agreement to acquire State Bank Corp. (“SBC”) (SBAZ), the bank holding company for State Bank of Arizona, a community bank headquartered in Lake Havasu City, Arizona. The combined entity will operate as Foothills Bank, continuing its over 20 years of serving Arizona communities. The acquisition marks Glacier’s 23rd announced acquisition since 2000 and its 12th announced transaction in the past seven years. State Bank of Arizona provides banking services to individuals and businesses in Arizona with ten banking offices located in Bullhead City, Cottonwood, Kingman, Lake Havasu City, Phoenix, Prescott Valley and Prescott. As of June 30, 2019, State Bank of Arizona had total assets of $678.6 million, total loans of $413.6 million and total deposits of $592.0 million.

The boards of Glacier and SBC unanimously approved the transaction, which is subject to regulatory approval and other customary conditions of closing. The definitive agreement provides that upon closing of the transaction, SBC shareholders are to receive 0.3706 shares of Glacier stock and $1.69 in cash for each SBC share. Based on the closing price of $40.43 for Glacier shares on September 27, 2019, the transaction would result in an aggregate value of $135.3 million, or $16.67 per share. Upon closing of the transaction, which is anticipated to take place late in the Fourth Quarter 2019 or early in the First Quarter 2020, State Bank of Arizona will merge into Glacier’s Foothills Bank Division and will expand Glacier’s franchise footprint in Arizona.

“We are excited about our acquisition of State Bank Corp. and its combination with our Foothills Bank Division, as it establishes a leading community bank in Arizona. This acquisition is consistent with our history of adding high quality community banks to our proven banking model. State Bank Corp. has an experienced team of dedicated employees, deep market knowledge and strong customer relationships. Additionally, State Bank Corp.’s low cost relationship based deposits enhances the overall funding profile of our Arizona franchise,” stated Randy Chesler, Glacier's President and Chief Executive Officer.

The transaction will be immediately accretive to Glacier's earnings per share, excluding one-time transaction-related expenses.

Brian M. Riley, President and CEO of State Bank Corp., commented, “We are very pleased to announce a partnership with Glacier Bancorp. Glacier’s community banking model and historic track record of success will seamlessly enhance and expand the banking experience for our customers. We are excited to join the Glacier team and look forward to the opportunities and benefits this combination will bring to our clients, employees, and shareholders.”

Glacier management will review additional information regarding the transaction on a conference call beginning at 9:00 a.m. Mountain Time on Tuesday, October 1, 2019. The call may be accessed by dialing (877) 561-2748 and the conference ID is 9678248. A slide presentation to accompany management’s commentary may be accessed from Glacier’s September 30, 2019 Form 8-K filing with the SEC or at http://www.snl.com/IRW/Docs/1023792.

Glacier was advised in the transaction by Keefe, Bruyette & Woods, A Stifel Company as financial advisor and Miller Nash Graham & Dunn LLP as legal counsel. State Bank Corp. was advised by D.A. Davidson & Co. as financial advisor and Hogan Lovells US LLP as legal counsel.



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