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): July 30, 2015
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 of (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act of (17 CFR 240.13e-4(c)) |
On July 30, 2015, Glacier Bancorp, Inc., Kalispell, Montana
(“GBCI”) and its wholly owned subsidiary, Glacier Bank, entered into a Plan and Agreement of Merger (the “Merger Agreement”) with Cañon Bank Corporation (“CBC”) and its wholly owned subsidiary, Cañon
National Bank (the “Bank”). Under the terms of the Merger Agreement, CBC will merge with and into GBCI, with GBCI as the surviving entity, and the Bank will merge with and into Glacier Bank, with Glacier Bank surviving as a wholly owned
subsidiary of GBCI.
Effective at the time of the merger, the outstanding common shares of CBC will be exchanged for shares of GBCI common
stock and cash with a total aggregate value (based on Glacier’s closing price of $28.01 on the date the Merger Agreement was executed) of $31.8 million consisting of $16.25 million in cash and 554,229 shares of GBCI common stock, 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 several conditions, including receipt of applicable regulatory approvals and approval by the shareholders of CBC. For information regarding the terms of the proposed transaction, reference is made to the press release dated July 30,
2015, which is attached as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| |
99.1 |
Press Release dated July 30, 2015. |
| |
99.2 |
Presentation dated July 30, 2015. |
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: July 30, 2015 |
|
|
|
GLACIER BANCORP, INC. |
|
|
|
|
|
|
|
|
By: |
|
/s/ Michael J. Blodnick |
|
|
|
|
|
|
Michael J. Blodnick |
|
|
|
|
|
|
President and Chief Executive Officer |
Exhibit 99.1
NEWS RELEASE
July 30,
2015
|
|
|
| FOR IMMEDIATE RELEASE |
|
Contact: Michael J. Blodnick |
|
|
(406) 751-4701 |
GLACIER BANCORP, INC. ANNOUNCES ACQUISITION OF
CAÑON BANK CORPORATION IN CAÑON CITY, COLORADO
KALISPELL, MONTANA - Glacier Bancorp, Inc. (NASDAQ: GBCI) today announced the signing of a definitive agreement to acquire Cañon National Bank, a
community bank based in Cañon City, Colorado. The acquisition marks Glacier’s 17th acquisition since 2000 and its fifth announced transaction in the past two and a half years.
Cañon National Bank provides banking services to individuals and businesses in south central Colorado, with nine banking offices located in Colorado Springs, Pueblo, Pueblo West, Cañon City, Colorado City, and Florence. As of
June 30, 2015, Cañon National Bank had total assets of $253 million, gross loans of $159 million and total deposits of $225 million.
The
boards of Glacier and Cañon Bank Corporation (Cañon National Bank’s holding company) unanimously approved the transaction, which is subject to regulatory approval and other customary conditions of closing. The transaction provides
for the payment to Cañon Bank Corporation shareholders of $16.25 million in cash and 554,229 shares of Glacier common stock. Based on the closing price of $28.01 for Glacier shares on July 30, 2015, the transaction would result in an
aggregate value of $31.8 million. As of June 30, 2015, Cañon Bank Corporation had consolidated tangible equity of $21.4 million. Upon closing of the transaction, which is anticipated to take place in the fourth quarter of 2015, the
branches of Cañon National Bank will be merged into Glacier Bank and become part of the Bank of the San Juans banking division.
“We are
excited to be adding Cañon National Bank to the Glacier family of banks,” stated Mick Blodnick, Glacier’s President and Chief Executive Officer. “This combination allows us to continue our expansion in Colorado, with our first
acquisition of a bank on the Front Range. This addition opens several new vibrant markets to us in south central Colorado.” Blodnick added, “Cañon National Bank adds a sizable community bank with a well-established history of
serving the region for over 40 years. Cañon National Bank also brings outstanding asset quality, solid earnings, strong management, and a solid core deposit base.” Blodnick also noted that the transaction will be immediately accretive to
Glacier’s earnings per share.
Daniel Tanner, Chairman and CEO of Cañon National Bank, commented, “We are excited to be partnering with
the Glacier organization. Cañon National Bank has been serving customers in our communities for over 40 years and our commitment to those communities is very important.” Willy Faris, Cañon National Bank’s President, went on
to say, “As part of Glacier Bank, our customers will benefit from an enhanced line of service offerings, greater lending capacity, and
expanded office locations. We look forward to becoming part of their well respected and highly successful community banking organization.” Mr. Faris will continue on with Glacier and
serve as a Regional Market President in the markets where Cañon National Bank currently operates.
Glacier management will review additional
information regarding the transaction in a conference call beginning at 9 a.m. Mountain Time on Friday, July 31, 2015. The call may be accessed by dialing (877) 561-2748 and the conference ID is 1785552. A slide presentation to accompany
management’s commentary may be accessed from Glacier’s July 31, 2015 8-K filing with the SEC or at http://www.snl.com/IRWebLinkX/presentations.aspx?iid=1023792.
Glacier was advised in the transaction by D.A. Davidson & Co., as financial advisor, and Miller Nash Graham & Dunn LLP as legal counsel.
Cañon Bank Corporation was advised by Keefe, Bruyette & Woods, a Stifel Company, as financial advisor, and Stinson Leonard Street LLP, as legal counsel.
About Glacier Bancorp, Inc.
Glacier Bancorp, Inc. is a regional
bank holding company providing commercial banking services in 82 communities in Montana, Idaho, Utah, Washington, Wyoming and Colorado. Glacier Bancorp, Inc. is headquartered in Kalispell, Montana, and is the parent company for Glacier Bank,
Kalispell and Bank divisions First Security Bank of Missoula; Valley Bank of Helena; Big Sky Western Bank, Bozeman; Western Security Bank, Billings; and First Bank of Montana, Lewistown, all operating in Montana; as well as Mountain West Bank, Coeur
d’Alene, operating in Idaho, Utah and Washington; Citizens Community Bank, Pocatello, operating in Idaho; 1st Bank, Evanston, operating in Wyoming and Utah; First Bank of Wyoming, Powell, and First State Bank, Wheatland, each operating in
Wyoming; North Cascades Bank, Chelan, operating in Washington; and Bank of the San Juans, Durango, operating in Colorado.
Visit Glacier’s website at
http://www.glacierbancorp.com
Forward-Looking Statements
This news release includes forward-looking statements, which describe management’s expectations regarding future events and developments such as the
benefits of the business combination transaction involving Glacier and Community Bank, continued success of the Glacier’s style of banking and the strength of the local economies in which it 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 the
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) projected business increases following strategic expansion or opening or acquiring new banks and/or branches are lower than expected; (3) costs or difficulties related to the integration of acquisitions are greater than
expected; or (4) legislation or regulatory requirements or changes adversely affect the businesses in which Glacier is engaged.
Exhibit 99.2
Acquisition of
July 30, 2015
Forward Looking Statements
This presentation
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 transaction involving Glacier Bancorp and Cañon
Bank Corporation, 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 that may cause
actual results to differ materially from those projected, including but not limited to the following: the possibility that the merger does not close when expected or at all because required regulatory, shareholder or other approvals and other
conditions to closing are not received or satisfied on a timely basis or at all; the risk 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 Cañon Bank Corporation operate; the
ability to promptly and effectively integrate the businesses of Glacier Bank and Cañon Bank Corporation; the reaction to the transaction of the companies’ customers, employees, and counterparties; and 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. Glacier Bancorp undertakes no obligation to publicly revise or update the forward-looking statements to reflect events or circumstances that arise after the date of this release. This statement is included for the express purpose of
invoking PSLRA’s safe harbor provisions.
Transaction Overview
Glacier Bancorp will acquire
Cañon National Bank, a leading community bank in south central Colorado, with $253 million in assets
Transaction marks the fifth Glacier acquisition announcement in the past two and a half years
Total transaction value of $31.8 million, consisting of $15.52 million in GBCI stock 554,229 and $16.25 million in cash
Based on recent GBCI stock price of $28.01
Cañon Bank Corporation, (holding company for Cañon National Bank) will be merged into Glacier Bancorp
Cañon National Bank will be merged into Glacier Bank and become part of the Bank of the San Juans
banking division
Closing of transaction is subject to required regulatory approvals, Cañon shareholder
approval, and customary closing conditions
Targeted closing date in fourth quarter of 2015
Continued Expansion in Colorado
Announcement date
Branches Total Assets Total Deposits Gross Loans Cañon National Bank 7/30/2015 9 $253 million $225 million $159 million First National Bank of the 5/8/2014 10 $343 million $305 million $132 million Rockies Bank of the San Juans 8/19/2008 3
$146 million $131 million $130 million
Cañon will be Glacier’s third
Colorado bank acquisition (and its second in 15 months)
Glacier intends to continue to strategically build its Colorado franchise in core growth markets outside the Denver metro
area
Cañon branch location FNBR branch location
Source: SNL Financial
Bank of the San Juans branch location
Note:
Financials at announcement
Cañon Bank Corporation / Cañon National Bank
Branch Map
Founded in 1974; headquartered in
Cañon City, Colorado, with additional branches in Colorado Springs, Pueblo, Pueblo West, Colorado City, and Florence
Well-managed and respected community bank, with strong track record of growth
Regional economy tied to government, tourism, healthcare and agriculture
Cañon National
branch location
57% of loans in CRE; 21% in 1-4 Family; 8% in C&I
Cañon National Bank Financial Overview (6/30/2015)
Liquid balance sheet, with loan to deposit ratio of 70.6%
($000s)
Total Assets $253,143
Gross Loans 159,042
Low-cost core deposit base
Total Deposits 225,322 Q2 2015 cost of funds 0.28%, with 35% of deposits being non-
Noninterest-Bearing Deposits 79,487
is
Total Equity(1) interest bearing
21,419 Tangible Equity(1)
21,419 LTM Net Income
(6/30/2015) 2,375
Outstanding asset quality
Non-Performing Assets/ Total Assets(2)
0.45% (2)
NPAs to Assets of 0.45%
Non-Accrual Loans / Gross Loans 0.11%
Loan Loss Reserve / Gross Loans 1.96%
Total
NPLs/Loans of 0.11% Loans / Deposits 70.6%
LLR/Loans of 1.96%
Year Established 1974
# of Employees (FTE) 81
# of Branches 9
LTM net income as of 6/30/15 of $2.4 million
Source: Company Management & SNL Financial (2) NPAs include non-accrual loans, loans 90
| (1) |
|
Holding company equity days+ past due, and OREO |
Strategic Rationale
Glacier adds a complementary
bank in its Colorado market
Expands Glacier’s existing presence in Colorado – pro forma deposits
exceeding $700 million and loans approaching $500 million
Adds new markets of Colorado Springs, Pueblo, Pueblo
West, Cañon City, Colorado City, and Florence (combined 3-county population of more than 880,000)
Transaction moves Glacier to a Top 25 position based on deposit market share in Colorado (out of 134 banks statewide)
Colorado’s expected population growth of 6.3% from 2015 to 2020 is well above the projected national rate
of 3.5%
Cañon branch location
Strong presence in south central Colorado with Cañon Glacier branch location being the 3rd largest bank headquartered in its region
Significant opportunity for market share capture – three-county total deposits of $8.5 billion
Expands existing Colorado franchise into Colorado Springs, the 2nd largest metropolitan area in Colorado and the largest
market between Denver and Albuquerque and into Pueblo, the state’s 4th largest metropolitan area
Diversified regional economy tied to government, tourism, healthcare, and agriculture
Opportunity to better serve customers and grow through Glacier’s expanded service offerings and higher
lending limits Source: SNL Financial
Financial Benefits
Glacier adds a $159 million
high-quality, growing loan portfolio, with further diversification in geography and industry
Glacier adds $221
million in core deposits, 35% of which are non-interest bearing
Average Q2 cost of funds: 0.28%
Excellent asset quality metrics contribute to favorable trends at Glacier
Further realization of Glacier’s capital deployment strategy
Glacier anticipates immediate EPS accretion of 1.6%(1)
Cañon’s strong recent trends in earnings should drive continued growth
Glacier Tangible Book Value/Share dilution of 0.5%; estimated EPS accretion provides TBV dilution payback in less than 2
years
| (1) |
|
Excluding one-time transaction costs |
Key Deal Terms and Assumptions
Transaction
Value(1): $31.8 million
| (1) |
|
49% stock (554,229 shares) Stock/Cash Mix : 51% cash ($16.25 million) |
Structure: Fixed shares
Collars: $24.92 to $33.72
Fair Value Marks:
Loan Discount: 2% OREO Discount: 15% Fixed Asset Writedown: 20%
Core Deposit Intangible: 1.5%
| (2) |
|
$3.5 million Combined Transaction / Conversion Costs : |
| (3) |
|
$1.3 million (18%), with 75% realization in Year 1 Estimated Cost-Saves : |
| (1) |
|
Based on recent GBCI share price of $28.01 |
(2) Including employment and benefits plan costs, data processing conversion costs and penalties, and combined
professional and advisory fees. (3) Includes only specific itemized cost-saves that parties have identified for reduction or elimination following closing of the transaction.
Transaction Multiples
Price / Holding Company Tangible Book (6/30/15) :
Price / LTM Earnings (6/30/15)(2): 13.4x
Expected
2016 EPS Accretion—Year 1: 1.6%
Tangible Book Value Per Share Dilution: -0.5%
(1) Price / Holding Company Tangible Book of 151.3% based on closing tangible equity capital requirement of $21.0 million
| (2) |
|
Calculated last twelve months’ earnings based on 6/30/2015 data 8 |
Concluding Observations
Cañon 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 acquisitions
Opportunity to expand into the growing south central Colorado market, with Cañon adding to Glacier’s existing
Colorado footprint
Cañon management and staff provide Glacier with additional management talent, deep
market knowledge, and strong customer relationships
Under Glacier structure, Cañon’s employees
will be able to focus even greater attention on customers and communities
With Glacier providing regulatory,
operational, and financial support
Transaction should enhance GBCI’s long-term shareholder value
9
Glacier Bancorp (NASDAQ:GBCI)
Historical Stock Chart
From Mar 2024 to Apr 2024
Glacier Bancorp (NASDAQ:GBCI)
Historical Stock Chart
From Apr 2023 to Apr 2024
