Glacier Bancorp, Inc. · NYSE:GBCI
Glacier Bancorp — Merger or Acquisition (October 2019)
12 slides from Glacier Bancorp's merger presentation, Oct 1, 2019
Slide 1: Acquisition of State Bank Corp.
ZN Montana, Idaho, Utah, Washington, Wyoming, Colorado, Arizona & Nevada Novacies SN BANCORP, INC. Acquisition of State e Bank Corp. {STATE BANK or ARIZONA September 30, 2019
Slide 2: Forward-Looking Statements
mA, 7, Forward-Looking Statements 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
Slide 3: Transaction Overview
mA, 7, Transaction Overview >» Glacier Bancorp, Inc. (“GBCI”) (NASDAQ: GBCl) will acquire State Bank Corp. (“SBC”) (OTC Pink: SBAZ), the bank holding company for State Bank of Arizona (the “Bank”), a community bank headquartered in Lake Havasu City, Arizona = The Bank is the oldest and largest commu
Slide 4: Strategic Rationale
a Vv Acquisition consistent with Glacier’s long- term strategy of buying good banks in good markets with good people > Combination with our Foothills Bank Division creates the leading community bank in the state of Arizona . The combined entity will operate as Foothills Bank . Continues Foothills’ o
Slide 5: Arizona has Experienced Exceptional Growth
RA, 7 / > Arizona has Experienced Exceptional Growth ¥ Arizona’s real GDP increased by 4% in 2018, the 4‘ fastest growth rate in the nation v 3 jn the U.S. for economic momentum in 2018 v 4 in the U.S. for population growth in 2018 v Prescott, AZ is 5* among fastest-growing small metro areas in the
Slide 6: Complementary geographic fit with Foothills Bank Division
a > Complementary geographic fit with Foothills Bank Division establishes a leadership position in the market To. = y Hualapai IR. Painted Fort Apache I.R. Globe San Carlos i LR. sa Grande Desert) ‘hone Wonwoot, Coronad soa fnrests Phi National Indian Reservation anton tn ‘< Be. @ Foothills Bank Div
Slide 7: Establishing Leadership in Arizona
mA, . . . . . y Establish Leadersh A stapisning Leaadersnip in Arizona Arizona Deposit Market Share Deposits Market Rank Number of in Market Share AZHQ_ Institution (State) Branches >» State Bank Corp. is the largest community 1 - JPMorgan Chase & Co. (NY) 231 $33,258 23.6 bank, and second largest b
Slide 8: Transaction Multiples and Pro Forma Impact
> Y “Transaction Multiples and Pro Forma Impact Transaction Value’ = $135.3 million, or $16.67 per share Transaction Value / Tangible Book Value a 212% Transaction Value / Last Twelve Months Earnings [RMBEX>3 Transaction Value / Projected 2019 Earnings‘) = 15.2x Transaction Value / Projected 2019 Ea
Slide 9: Transaction Overview and Assumptions
\ a¥ Transaction Overview and Assumptions Transaction Value = $135.3 million to common shareholders“), or $16.67 per share = 90% stock / 10% cash to common shareholders () = 0.3706 shares of Glacier stock and $1.69 in cash for each SBC share = Fixed Exchange Ratio with collars set between $34.97 and
Slide 10: Concluding Observations
Concluding Observations Transaction is a unique opportunity to expand Glacier’s Foothills Division’s existing Arizona footprint to create a $1 billion banking Division in Arizona « This will become Glacier’s 5‘* banking Division with assets in excess of $1 billion State Bank Corp. continues Glacier’
Slide 11: Additional Information and Where to Find It
> \ : Additional Information and Where to Find It This presentation relates to the proposed merger transaction involving GBCI and SBC. This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities. In connection with the proposed merger transactions, GB
Slide 12: ay AY
ay AY Montana, Idaho, Utah, Washington, Wyomi ing, Colorado, Arizona & Nevada
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