GLACIER BANCORP, INC. (NASDAQ:GBCI) Files An 8-K Other Events
Item 8.01 OTHER EVENTS
On June 6, 2017, 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
Columbine Capital Corp. (CCC) and its wholly owned subsidiary,
Collegiate Peaks Bank. Under the terms of the Merger Agreement,
CCC will merge with and into GBCI, with GBCI as the surviving
entity (the Holding Company Merger). Immediately thereafter,
Collegiate Peaks 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
Collegiate Peaks Bank will operate as branches of Glacier Bank
under the name Collegiate Peaks Bank, a division of Glacier Bank.
(GBCI), and its wholly owned subsidiary, Glacier Bank, entered
into a Plan and Agreement of Merger (the Merger Agreement) with
Columbine Capital Corp. (CCC) and its wholly owned subsidiary,
Collegiate Peaks Bank. Under the terms of the Merger Agreement,
CCC will merge with and into GBCI, with GBCI as the surviving
entity (the Holding Company Merger). Immediately thereafter,
Collegiate Peaks 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
Collegiate Peaks Bank will operate as branches of Glacier Bank
under the name Collegiate Peaks Bank, a division of Glacier Bank.
Concurrently with the execution of the Merger Agreement, the
directors of CCC entered into voting agreements with GBCI to
which such directors have agreed, among other things, to vote
their shares of CCC common stock in favor of the proposed
transaction.
directors of CCC entered into voting agreements with GBCI to
which such directors have agreed, among other things, to vote
their shares of CCC common stock in favor of the proposed
transaction.
Effective at the time of the Holding Company Merger, the
outstanding common shares of CCC will be exchanged for shares of
GBCI common stock and cash with a total aggregate value
(including the value of Columbine options assumed by Glacier and
based on Glaciers closing price of $32.88 on the date the Merger
Agreement was executed) of $73.9 million consisting of $15.7
million in cash and 1,717,229 shares of GBCI common stock,
subject to certain adjustments based on the price of GBCI common
stock for a specified period before closing.
outstanding common shares of CCC will be exchanged for shares of
GBCI common stock and cash with a total aggregate value
(including the value of Columbine options assumed by Glacier and
based on Glaciers closing price of $32.88 on the date the Merger
Agreement was executed) of $73.9 million consisting of $15.7
million in cash and 1,717,229 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 required regulatory
approvals, CCC shareholder approval, and other customary
conditions of closing. The transaction is presently expected to
close in the first quarter of 2018. For information regarding the
terms of the proposed transaction, reference is made to the press
release dated June 6, 2017, which is attached as Exhibit 99.1 and
incorporated herein by reference.
approvals, CCC shareholder approval, and other customary
conditions of closing. The transaction is presently expected to
close in the first quarter of 2018. For information regarding the
terms of the proposed transaction, reference is made to the press
release dated June 6, 2017, which is attached as Exhibit 99.1 and
incorporated herein by reference.
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 (PSLRA). Such forward-looking
statements include but are not limited to statements about the
benefits of the business combination transaction involving GBCI
and CCC, including future financial and operating results, the
combined companys 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 or events to differ materially from
those projected, including but not limited to the risks that the
merger transaction does not close when expected or at all because
required regulatory, shareholder or other approvals or 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 CCC operate; the ability to promptly and
effectively integrate the businesses of Glacier Bank and
Collegiate Peaks Bank; the reaction to the transaction of the
companies respective 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 managements 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 GBCIs Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and other filings with the SEC.
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 GBCI
and CCC, including future financial and operating results, the
combined companys 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 or events to differ materially from
those projected, including but not limited to the risks that the
merger transaction does not close when expected or at all because
required regulatory, shareholder or other approvals or 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 CCC operate; the ability to promptly and
effectively integrate the businesses of Glacier Bank and
Collegiate Peaks Bank; the reaction to the transaction of the
companies respective 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 managements 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 GBCIs 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 CCC. This communication does not
constitute an offer to sell or the solicitation of an offer to
buy any securities.
transaction involving GBCI and CCC. 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 transaction, GBCI will
file with the Securities and Exchange Commission a Registration
Statement on Form S-4 that will include a Proxy Statement of CCC
and a Prospectus of GBCI, as well as other relevant documents
concerning the proposed transaction. Shareholders of CCC are
urged to read carefully the Registration Statement and the Proxy
Statement/Prospectus regarding the proposed merger 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, as well as other filings
containing information about GBCI and CCC, may be obtained at the
SECs 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.
file with the Securities and Exchange Commission a Registration
Statement on Form S-4 that will include a Proxy Statement of CCC
and a Prospectus of GBCI, as well as other relevant documents
concerning the proposed transaction. Shareholders of CCC are
urged to read carefully the Registration Statement and the Proxy
Statement/Prospectus regarding the proposed merger 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, as well as other filings
containing information about GBCI and CCC, may be obtained at the
SECs 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 CCC and certain of their directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of CCC in connection with the
proposed merger. Information about the directors and executive
officers of GBCI is set forth in the proxy statement for GBCIs
2017 annual meeting of shareholders, as filed with the SEC on
Schedule 14A on March 15, 2017. 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 and other relevant documents regarding the
proposed merger filed with the SEC when they become available.
Copies of these documents may be obtained free of charge from the
sources described above.
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of CCC in connection with the
proposed merger. Information about the directors and executive
officers of GBCI is set forth in the proxy statement for GBCIs
2017 annual meeting of shareholders, as filed with the SEC on
Schedule 14A on March 15, 2017. 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 and other relevant documents regarding the
proposed merger filed with the SEC when they become available.
Copies of these documents may be obtained free of charge from the
sources described above.
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Item 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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(d) Exhibits
99.1 Press Release dated June 6, 2017.
99.2 Presentation dated June 6, 2017.
About GLACIER BANCORP, INC. (NASDAQ:GBCI)
Glacier Bancorp, Inc. is a bank holding company. The Company provides commercial banking services. It provides banking services from approximately 140 locations in Montana, Idaho, Wyoming, Colorado, Utah and Washington through its bank subsidiary, Glacier Bank (the Bank). The Company offers a range of banking products and services, including transaction and savings deposits, real estate, commercial, agriculture, and consumer loans and mortgage origination services. The Company serves individuals, small to medium-sized businesses, community organizations and public entities. The Company’s non-bank subsidiaries include GBCI Other Real Estate Owned (GORE) and over seven trust subsidiaries. The Company provides brokerage services, which include selling products, such as stocks, bonds, mutual funds, limited partnerships, annuities and other insurance products through Raymond James Financial Services.
