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Section 1: 8-K (FORM 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): January 16, 2019

GLACIER BANCORP, INC.
(Exact name of registrant as specified in its charter)

Montana
(State or other jurisdiction of incorporation)

(Commission File Number)
(IRS Employer Identification No.)  
000-18911
81-0519541

49 Commons Loop
Kalispell, Montana 59901
(Address of principal executive offices) (zip code)

Registrant's telephone number, including area code: (406) 756-4200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2 below):

[x] 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 7.01 REGULATION FD DISCLOSURE

On January 16, 2019, Glacier Bancorp, Inc., Kalispell, Montana (“GBCI”) issued a press release regarding the matters described in Item 8.01 of this current report on Form 8-K, a copy of which is furnished as Exhibit 99.1 and is incorporated herein by reference.

Attached as Exhibit 99.2 and incorporated by reference herein is an investor presentation dated January 16, 2019 that will be used by GBCI with respect to the matters described in Item 8.01 of this current report on Form 8-K.

The information in this Item 7.01, including Exhibits 99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of GBCI under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filings.


Item 8.01 OTHER EVENTS

On January 16, 2019, GBCI and its wholly owned subsidiary, Glacier Bank, entered into a Plan and Agreement of Merger (the “Merger Agreement”) with FNB Bancorp (“FNB”) and its wholly owned subsidiary, The First National Bank of Layton (“First National Bank”). Under the terms of the Merger Agreement, FNB will merge with and into GBCI, with GBCI as the surviving entity (the “Holding Company Merger”). Immediately thereafter, First National Bank will merge with and into Glacier Bank, with Glacier Bank surviving as a wholly owned subsidiary of GBCI (the “Bank Merger”). Following the Bank Merger, the branches of First National Bank will operate as branches of Glacier Bank under a newly established Glacier Bank division.

Concurrently with the execution of the Merger Agreement, the directors and certain executive officers of FNB entered into voting agreements with GBCI pursuant to which each such director and executive officer, in his or her capacity as a shareholder, has agreed, among other things, to vote his or her shares of FNB common stock in favor of the proposed transactions contemplated by the Merger Agreement.

Subject to the terms and conditions of the Merger Agreement, at the date and time when the Holding Company Merger becomes effective, each share of FNB stock issued and outstanding will be converted into and represent the right to receive from GBCI the per-share stock consideration, which is 0.6474 shares of GBCI common stock for each share of FNB common stock. Subject to collar provisions, it is estimated that the transaction would result in the issuance of approximately 2,046,411 shares of GBCI common stock with an aggregate value of $85.0 million (based on the closing price of $41.55 for GBCI common stock on January 15, 2019), and subject to certain adjustments based on the price of GBCI common stock for a specified period before closing.






Consummation of the transaction is subject to required regulatory approvals, FNB shareholder approval, and other customary conditions of closing. The transaction is presently expected to close in the second quarter of 2019. For information regarding the terms of the proposed transaction, reference is made to the press release dated January 16, 2019, which is attached as Exhibit 99.1.

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 about the benefits of the business combination transaction involving GBCI and FNB, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. 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 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 FNB operate; uncertainties regarding the ability of the companies to promptly and effectively integrate their businesses; 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 SEC.

Additional Information and Where to Find It

This report is being filed in respect of the proposed merger transaction involving GBCI and FNB. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.

In connection with the proposed merger transactions, GBCI will file with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 (the “Registration Statement”) that will include a Proxy Statement of FNB and a Prospectus of GBCI, as well as other relevant documents concerning the proposed transaction. Shareholders of FNB are urged to read carefully the Registration Statement and the Proxy Statement/Prospectus included therein regarding the proposed merger transactions 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” 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.






GBCI and FNB and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of FNB in connection with the proposed merger transactions. Information about the directors and executive officers of GBCI is set forth in the proxy statement for GBCI’s 2018 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 15, 2018. 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 transactions 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 January 16, 2019.
99.2
Investor Presentation dated January 16, 2019.






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:
January 16, 2019
GLACIER BANCORP, INC.
 
 
 
 
 
 
By:
/s/ Randall M. Chesler
 
 
 
Randall M. Chesler
 
 
 
President and Chief Executive Officer






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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


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NEWS RELEASE
January 16, 2019

FOR IMMEDIATE RELEASE
CONTACT: Randall M. Chesler, CEO
 
(406) 751-4722
 
Ron J. Copher, CFO
 
(406) 751-7706

GLACIER BANCORP, INC. ANNOUNCES ACQUISITION OF
FNB BANCORP IN LAYTON, UTAH
First National Bank will operate as a new Glacier Bank division headquartered in Utah

KALISPELL, MONTANA (GLOBE NEWSWIRE) - Glacier Bancorp, Inc. (“Glacier”) (NASDAQ:GBCI) today announced the signing of a definitive agreement to acquire FNB Bancorp (“FNB”), the bank holding company for The First National Bank of Layton (“First National Bank”), a community bank based in Layton, Utah. The acquisition marks Glacier’s 21st acquisition since 2000 and its tenth transaction in the past six years. FNB provides banking services to individuals and businesses throughout Utah with six banking offices located in Layton, Bountiful, Clearfield, and Draper. As of September 30, 2018, FNB had total assets of $326 million, gross loans of $243 million and total deposits of $278 million.
The boards of Glacier and FNB 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, each share of FNB common stock is expected to be exchanged for 0.6474 shares of Glacier common stock (2,046,411 Glacier shares in the aggregate). Based on the closing price of $41.55 for Glacier shares on January 15, 2019, the transaction would result in an aggregate value of $85.0 million. Upon closing of the transaction, which is anticipated to take place in the second quarter of 2019, the branches of First National Bank, along with Glacier Bank’s four existing branches operating in Utah, will operate as a new Glacier Bank division headquartered in Utah. The new division, with over $500 million in assets, will rank #7 in total Utah deposit market share among community banks (excluding money center banks and Industrial Loan Companies).
"We are excited for this opportunity to partner with FNB and expand Glacier’s presence in Utah,” said Randy Chesler, Glacier's President and Chief Executive Officer, “The addition of FNB, along with its long history, strong talent pool, and experienced community banking team helps further establish Glacier in Utah and set the stage for future growth.” Chesler also noted that the transaction will be immediately accretive to Glacier's earnings per share, excluding one-time transaction-related expenses and accretive to tangible book value per share.





John Jones, President and Chief Executive Officer of FNB, commented, “We’re proud that Glacier Bancorp recognizes our legacy and leadership and that they want us to join them while continuing to focus on our local customers and communities as we always have. The growth here in Utah is unprecedented and exciting. By combining forces with Glacier, we will be able to expand our reach further in Utah plus we will have access to the resources and services of a much larger organization, allowing us to serve our customers and communities well into the future.”
Glacier management will review additional information regarding the transaction in a conference call beginning at 9 a.m. Mountain Time on Thursday, January 17, 2019. The call may be accessed by dialing (877) 561-2748, and the conference ID is 3054907.
Glacier was advised in the transaction by Piper Jaffray & Co. as financial advisor and Miller Nash Graham & Dunn LLP as legal counsel. FNB was advised by Sandler O’Neill + Partners, L.P. as financial advisor and Sheppard, Mullin, Richter & Hampton LLP as legal counsel.
About Glacier Bancorp, Inc.
Glacier Bancorp, Inc. is the parent company for Glacier Bank, Kalispell, and its bank divisions: First Security Bank of Missoula; Valley Bank of Helena; Western Security Bank, Billings; First Bank of Montana, Lewistown; and First Security Bank, Bozeman, all operating in Montana; as well as Mountain West Bank, Coeur d’Alene, operating in Idaho, Utah and Washington; First Bank, Powell, operating in Wyoming and Utah; Citizens Community Bank, Pocatello, operating in Idaho; Bank of the San Juans, Durango, and Collegiate Peaks Bank, Buena Vista, both operating in Colorado; First State Bank, Wheatland, operating in Wyoming; North Cascades Bank, Chelan, operating in Washington; and The Foothills Bank, Yuma, operating in Arizona.
Visit Glacier’s website at http://www.glacierbancorp.com.
Forward-Looking Statements
This news release includes or may imply forward-looking statements pertaining to management’s expectations regarding future events and developments such as the benefits of the business combination transaction involving Glacier and FNB, continued success of Glacier’s style of banking and the strength of the local economies in which Glacier operates. Future events are difficult to predict, and the expectations described above are necessarily subject to risk and uncertainty that may cause actual results to differ materially and adversely. In addition to discussions about risks and uncertainties set forth from time to time in Glacier’s public filings, factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: (1) local, national and international economic conditions are less favorable than expected or have a more direct and pronounced effect on Glacier than expected and adversely affect Glacier’s ability to continue its internal growth at historical rates and maintain the quality of its earning assets; (2) the merger transaction will not close when expected or at all because required regulatory, shareholder or other approvals or conditions to closing are not received or satisfied on a timely basis or at all; (3) projected business increases following strategic expansion or opening or acquiring new banks and/or branches are lower than expected; (4) costs or difficulties related to the integration of acquisitions are greater than expected; or (5) legislation or regulatory requirements or changes adversely affect the businesses in which Glacier is engaged.


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Section 3: EX-99.2 (EXHIBIT 99.2)

Exhibit


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