FIRST INTERSTATE BANCSYSTEM, INC. (NASDAQ:FIBK) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01
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Completion of Acquisition or Disposition of Assets. |
On May30, 2017, First Interstate BancSystem, Inc. (First
Interstate) completed its previously announced acquisition of
Cascade Bancorp, an Oregon corporation (Cascade), to the
Agreement and Plan of Merger, dated as of November17, 2016 (the
Merger Agreement), by and between First Interstate and
Cascade.Under the terms of the Merger Agreement, Cascade merged
with and into First Interstate (the Merger), with First
Interstate being the surviving corporation of the Merger. As a
result, First Interstate has acquired Bank of the Cascades, an
Oregon state chartered bank, as a wholly-owned subsidiary.
Under the terms and subject to the conditions of the Merger
Agreement, at the effective time of the Merger (the Effective
Time), holders of Cascade common stock (other than shares owned
by First Interstate or Cascade) became entitled to receive, for
each share of Cascade common stock issued and outstanding
immediately prior to the Effective Time, 0.14864 shares of First
Interstate ClassA common stock and $1.91 in cash, without
interest.
At the Effective Time, each outstanding stock option (vested or
unvested) to purchase shares of Cascade common stock that was
outstanding and unexercised as of immediately prior to the
Effective Time was cancelled and terminated in exchange for a
cash payment equal to the product of (1)the number of shares of
Cascade common stock subject to the stock option multiplied by
(2)the amount by which the merger consideration exceeded the
exercise price of such option, less applicable withholding taxes.
For purposes of this calculation, the merger consideration was
equal to $7.54, which is the sum of the cash consideration and
the product of the exchange ratio times the average closing sales
price of First Interstate ClassA common stock over the 20
consecutive trading days ending on the fifth day before the
closing date of the Merger.
Based on the number of shares of Cascade common stock issued and
outstanding immediately prior to the Effective Time, First
Interstate is issuing approximately 11.3millionshares of First
Interstate ClassA common stock in connection with the Merger. The
cash payable by First Interstate in connection with the Merger is
approximately $156.3million, which includes the cash portion of
the merger consideration and the cash in lieu of fractional
shares that Cascade shareholders would have otherwise been
entitled to receive.
The foregoing description of the Merger and the Merger Agreement
does not purport to be complete and is qualified in its entirety
by reference to the Merger Agreement, which was filed as
Exhibit2.1 of First Interstates Current Report on Form8-K filed
on November17, 2016, and is incorporated herein by reference.
| Item5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective as of May30, 2017, in connection with the Merger and to
the terms of the Merger Agreement, the Board of Directors of
First Interstate expanded the size of its Board of Directors to
appoint two former Cascade directors, Patricia L. Moss and Dennis
L.
Johnson.Ms.Moss has been appointed to the Governance and
Nominating Committee, Compensation Committee and Executive
Committee and Mr.Johnson has been appointed to the Audit
Committee and Credit Committee.
Ms.Moss served as Chief Executive Officer of Bank of the Cascades
and President and Chief Executive Officer of Cascade from 1998 to
2012. She currently serves as a director of MDU Resources, Inc.,
the Oregon Growth Board and the Aquila Tax Free Trust of Oregon.
Ms.Moss is a former board member of Clear One Health Plans and
has served on various community boards, including Central Oregon
Community College, Oregon State University Cascades Campus and
St. Charles Medical Center. Ms.Moss also serves as Chairman of
the Bank of the Cascades Foundation.
Mr.Johnson has been President and Chief Executive Officer of
United Heritage Mutual Holding Company since 2001, and United
Heritage Financial Group and United Heritage Life Insurance
Company, which are insurance, annuity, and financial products
companies, since 1999. He served as President and Chief Executive
Officer of United Heritage Financial Services, a broker-dealer,
from 1994 to 1998 and served as General Counsel of United
Heritage Mutual Holding Company and certain of its affiliates
from 1983 to 1999. He is a former trustee of the Public Employees
Retirement System of Idaho and currently serves on the Idaho
State Treasurers Investment Advisory Board. He also sits on the
Board of Directors of IDACORP, Inc. and Idaho Power Company.
There are no arrangements between either Ms.Moss or Mr.Johnson
and any other persons to which either Ms.Moss or Mr.Johnson was
selected as a director. There are no transactions, or proposed
transactions, to which the Company is or was to be party and in
which either Ms.Moss or Mr.Johnson has a direct or indirect
material interest that are required to be disclosed under Item
404(a) of Regulation S-K.
| Item8.01 | Other Events. |
On May30, 2017, the Company and Cascade Bancorp issued a joint
press release announcing the completion of the Merger. A copy of
the joint press release is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated by reference into this
Item 8.01.
| Item9.01. | Financial Statements and Exhibits. |
(a)Financial Statements of Business Acquired
The financial statements required by this item will be filed by
amendment to this Current Report on Form 8-K no later than 71 days
after the date on which this Current Report on Form 8-K is
required to be filed.
(b)Pro Forma
Financial Information
The pro forma
financial information required by this item will be filed by
amendment to this Current Report on Form 8-K no later than 71
days after the date on which this Current Report on Form 8-K is
required to be filed.
(c)Not
Applicable
| (d) | Exhibits |
|
ExhibitNo. |
Description |
|
| Exhibit2.1 |
Agreement and Plan of Merger, dated as of November17, 2016, by and between First Interstate BancSystem, Inc. and Cascade Bancorp (incorporated by reference to Exhibit 2.1 to First Interstate BancSystem, Inc.s Current Report on Form 8-K filed on November17, 2016). |
|
| Exhibit99.1 | Joint Press Release dated May30, 2017. |
About FIRST INTERSTATE BANCSYSTEM, INC. (NASDAQ:FIBK)
First Interstate BancSystem, Inc. is a financial and bank holding company. The Company, through its bank subsidiary First Interstate Bank (the Bank), delivers a range of banking products and services to individuals, businesses, municipalities and other entities. The Company operates through community banking segment. Its community banking segment provides customers with commercial and consumer banking products and services in its market areas through community service activities. The Company also offers Internet and mobile banking services. In addition to its primary emphasis on commercial and consumer banking services, the Company also offers trust, employee benefit, investment and insurance services through its bank subsidiary. It operates approximately 80 banking offices, including detached drive up facilities, in over 40 communities located in Montana, Wyoming and western South Dakota. FIRST INTERSTATE BANCSYSTEM, INC. (NASDAQ:FIBK) Recent Trading Information
FIRST INTERSTATE BANCSYSTEM, INC. (NASDAQ:FIBK) closed its last trading session up +0.50 at 34.80 with 337,588 shares trading hands.