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Section 1: 8-K (8-K)

Document



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): August 14, 2018
 ------------------------------ 
FIRST INTERSTATE BANCSYSTEM, INC.
(Exact name of registrant as specified in its charter)
 ------------------------------ 
 
 
 
 
 
Montana
 
001-34653
 
81-0331430
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File No.)
 
(IRS Employer
Identification No.)
401 North 31st Street, Billings, MT
(Address of principal executive offices)
(406) 255-5390
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
 
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:
¨ 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))

* * * * *
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 August 15, 2018, First Interstate BancSystem, Inc. (the “Company”) and Northwest Bancorporation, Inc. (“Northwest”) issued a joint press release announcing that the shareholders of Northwest approved the Agreement and Plan of Merger, dated as of April 25, 2018, by and between the Company and Northwest and the merger provided for thereunder at a special meeting of Northwest shareholders held on August 14, 2018. All approvals necessary to complete the merger, including all regulatory approvals, have been received. The merger is expected to close on August 16, 2018, subject to satisfaction of customary closing conditions. A copy of the joint press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.
(d)
Exhibit Number
 
Description
 
 
 
 
 
 
Joint Press Release dated August 15, 2018.
 
 
 
 












SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 15, 2018
 
 
 
 
 
FIRST INTERSTATE BANCSYSTEM, INC.
 
 
 
 
By:
/s/ KEVIN P. RILEY
 
 
Kevin P. Riley
 
 
President and Chief Executive Officer



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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


394658491_fibbancsyst2line4ca05.jpg
For Immediate Release

First Interstate BancSystem, Inc. and Northwest Bancorporation, Inc. Announce Receipt of Northwest Shareholder Approval and Anticipated Closing Date

BILLINGS, Montana and SPOKANE, Washington, August 15, 2018 -- First Interstate BancSystem, Inc. (“First Interstate”) (NASDAQ: FIBK) and Northwest Bancorporation, Inc. (“Northwest”) (OTC Pink: NBCT) announced that Northwest’s shareholders have approved the proposed merger of Northwest with and into First Interstate at a special meeting of Northwest shareholders on August 14, 2018. All approvals necessary to complete the merger, including all regulatory approvals, have been received. The merger is expected to close on August 16, 2018, subject to satisfaction of customary closing conditions.
As previously announced, upon completion of the merger, Northwest shareholders will be entitled to receive 0.516 shares of First Interstate Class A common stock for each share of Northwest common stock they hold.  The shares received by Northwest shareholders are expected to qualify as a tax-free exchange. 

About First Interstate BancSystem, Inc.
First Interstate BancSystem, Inc. is a financial services holding company, headquartered in Billings, Montana, with $12.2 billion in assets as of June 30, 2018. It is the parent company of First Interstate Bank, a community bank operating over 120 banking offices, including online and mobile banking services, throughout Idaho, Montana, Oregon, South Dakota, Washington, and Wyoming. As a recognized leader in community banking services, First Interstate is driven by strong values, as well as a commitment to delivering a rewarding experience to its employees, strong returns to shareholders, exceptional products and services to its clients, and resources to the communities it serves.

About Northwest Bancorporation, Inc.
Northwest Bancorporation, Inc. is the parent company of Inland Northwest Bank, a state-chartered community bank that currently operates 20 offices across Washington, Idaho, and Oregon. INB specializes in meeting the financial needs of individuals and small to medium-sized businesses, including professional corporations and agriculture-related operations, by providing a full line of commercial, retail, agricultural, and mortgage and private banking products and services. More information about INB can be found on its website at www.inb.com. The Company’s stock is quoted on the OTC Market’s Pink Marketplace under the symbol NBCT.

Cautionary Note Regarding Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, that involve inherent risks and uncertainties. These forward-looking statements include, but are not limited to, (i) statements about First Interstate and Northwest’s plans, objectives, expectations and intentions and other statements contained in this presentation that are not historical facts; and (ii) other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” or words of similar meaning.






Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. The following factors, among others, could cause actual results to differ materially from expected results: delays in completing the merger, difficulties in achieving cost savings from the merger or in achieving such cost savings within the expected time frame, difficulties in integrating First Interstate and Northwest, increased competitive pressures, changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business in which First Interstate and Northwest are engaged, changes in the securities markets and other risks and uncertainties disclosed from time to time in documents that First Interstate files with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to First Interstate or Northwest or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, First Interstate and Northwest do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.
 
For further information:

First Interstate BancSystem, Inc.
Marcy Mutch, Chief Financial Officer
406-255-5312
marcy.mutch@fib.com    

or

Northwest Bancorporation, Inc.
Russell A. Lee, President and CEO
Holly A. Poquette, Chief Financial Officer
(509) 456-8888
nbct@inb.com




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