Glacier Bancorp, Inc. · NYSE:GBCI
Glacier Bancorp — Merger or Acquisition (February 2013)
9 slides from Glacier Bancorp's merger presentation, Feb 26, 2013
Slide 1: Acquisition of First State Bank
Acquisition of ® First State Your Fist Choice in Banking. Eset February 25, 2013
Slide 2: Forward Looking Statements
U7 7 Forward Looking Statements This release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). Such forward-looking statements include but are not limited to statements about the benefits of the business combination transactio
Slide 3: Transaction Overview
U7 7 Vv v v Transaction Overview Glacier Bancorp will acquire First State Bank, one of the largest community banks serving southeastern Wyoming, with $281 million in assets (8* largest bank in Wyoming) Transaction marks the first Glacier acquisition announcement since February 2009 news of pending a
Slide 4: Branch Map; First State Bank/Wheatland Bankshares
Branch Map st State branch location First State/Wheatland Financial Overview (12/31/2012) 'Non-Performing Assets / Total Assets 0.16: 'Non-Acerual Loans / Gross Loans 0.25 Loan Loss Reserve / Gross Loans 1.68% Loans / Deposits 71.8% locas se '# of Employees (FTE) 60 i of Branches 3 Ld) Source: SN Fi
Slide 5: Strategic Rationale
v Vv Strategic Rationale Glacier adds one of the highest-performing banks in the region Logical geographic expansion to the area of Wyoming where Glacier does not currently have a presence * Platform for organic and bolt-on growth in the region Further geographic diversification of Glacier footprint
Slide 6: Financial Benefits
Financial Benefits First State Bank consistently posts strong earnings, even in the recent difficult banking environment = Average ROAE for past three years exceeds 13% Pro forma impact on Glacier’s overall asset quality is positive = Even with a small transaction, Glacier’s pro forma NPAs to Assets
Slide 7: Key Deal Terms and Assumptions
U7 7 Key Deal Terms and Assumptions Transaction Value): $37.9 million Stock/Cash Mix: 72% stock (1,636,135 shares) 28% cash ($10.6 million) Structure: Fixed shares Collars: $12.00 to $16.50 (with double trigger below $13.50) Closing Capital: Tangible equity must be $25.9 million Combined transaction
Slide 8: Transaction Multiples
U7 7 Transaction Multiples Price / 2012 Earnings: Price / Tangible Book: Expected EPS Accretion - Year 1: Tangible Book Value / Share Dilution: Tangible Book Value Per Share Dilution Payback Period * Traditional EPS Accretion method:") * Incremental Earnings method:?) (1) Number of years it takes to
Slide 9: Concluding Observations
U7 7 v v Concluding Observations First State Bank acquisition continues Glacier’s tradition of adding high-quality regional banks that fit the Glacier community banking model Pricing metrics, deal structure, and conservative assumptions reflective of Glacier’s disciplined approach to acquisitions So
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