Glacier Bancorp, Inc. · NYSE:GBCI
Glacier Bancorp — Merger or Acquisition (March 2013)
11 slides from Glacier Bancorp's merger presentation, Mar 28, 2013
Slide 1: Acquisition of North Cascades National Bank
Acquisition of ”“ncnb March 27, 2013
Slide 2: Forward Looking Statements
rN . 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
7 Transaction Overview Glacier Bancorp will acquire North Cascades National Bank, a leading community bank in north central Washington, with $346 million in assets = Transaction marks the second Glacier acquisitic in 2013 (i ling the 'y 2013 announcement of the pending acquisition of First State Ban
Slide 4: Branch Map and Financial Overview
Branch Map a —) eae reais : Cel © sorts cascades branch location fee aot | North Cascades National Bank / North Cascades Bancshares Financal Overview (12/31/2012) rota assets $346,815 [cross toans $219,094 [Total Deposits 5 299,634 Noninterest-Bearing Demand Deposits $ 70,902 [Total Equity $28,282 [
Slide 5: Strategic Rationale
Strategic Rationale Glacier adds a sizable bank in a good and logical Glacier expansion market (central WA) @ worth cascades branch location Leading presence in north central Washington with NCNB being one of only two banks headquartered in the four county region "Glacier will enter the four-county
Slide 6: Financial Benefits
Vv Financial Benefits Transaction allows repayment of $10 million of trust preferred securities, in addition to the $3.7 million of accrued but unpaid dividends, which yields approximately $1.3 million of additional pre-tax income Long-term growth trends are very good, with total assets growing from
Slide 7: Key Deal Terms and Assumptions
7 ay Q) @) (@) Key Deal Terms and Assumptions Transaction Value”: $29.3 million Stock/Cash Mix": 54% stock (834,774 shares) 46% cash ($13.6 million) Structure: Fixed shares Collars: $13.00 to $18.00 Closing Capital: Tangible equity to be $23.1 million Assumed loan discount: 4.25% Core deposit intang
Slide 8: Transaction Multiples
7 Transaction Multiples Price / Stated 2012 Earnings: 20.3x Price / Adjusted 2012 Earnings"): 12.7x Price / Tangible Book: 127% Expected EPS Accretion - Year 1: 2.3% Tangible Book Value / Share Dilution: 0.9% Tangible Book Value Per Share Dilution Payback Period * Traditional EPS Accretion method”);
Slide 9: Concluding Observations
v Concluding Observations North Cascades National 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 acquisiti
Slide 10: Appendix
7 Appendix GLACIER BANCORP, ING.
Slide 11: 2012 Adjusted Net Income
7 2012 Adjusted Net Income Reconciliation of Non-GAAP Financial Information The following table provides a reconciliation of certain GAAP financial measures to non-GAAP financial measures. The reconciling item adjusts 2012 cons lated GAAP net income for North Cascades Bancshares, Inc. to non-GAAP ad