GLACIER BANCORP, INC. (GBCI) Files An 8-K Other Events

Item8.01

On November15, 2016, 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
TFB Bancorp, Inc. (TFB) and its wholly owned subsidiary, The
Foothills Bank. Under the terms of the Merger Agreement, TFB will
merge with and into GBCI, with GBCI as the surviving entity.
Immediately thereafter, The Foothills 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 The Foothills Bank will operate as branches of
Glacier Bank under the name The Foothills Bank, a division of
Glacier Bank.

The transaction provides for the payment to TFB shareholders of a
unit consisting of $7.36152 per share in cash and 0.607387 shares
of GBCI common stock. Based on the closing price of $32.13 for
GBCI common stock on November11, 2016, the transaction would
result in an aggregate value of $62.4 million, or $26.88 per
fully diluted TFB common share, 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, TFB shareholder approval, and other customary
conditions of closing. The transaction is presently expected to
close in the first quarter of 2017. For information regarding the
terms of the proposed transaction, reference is made to the press
release dated November15, 2016, which is attached as Exhibit 99.1
and incorporated herein by reference.

Additional Information and Where to Find It

This communication is being made in respect of the proposed
merger transaction involving GBCI and TFB. 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 TFB
and a Prospectus of GBCI, as well as other relevant documents
concerning the proposed transaction. Shareholders of TFB 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 TFB, 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:
LeeAnn Wardinsky, Corporate Secretary; Telephone (406) 751-4703.

GBCI and TFB and certain of their directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of TFB in connection with the
proposed merger. Information about the directors and executive
officers of GBCI is set forth in the proxy statement for GBCIs
2016 annual meeting of shareholders, as filed with the SEC on
Schedule 14A on March14, 2016. 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.

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 TFB, 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 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 TFB operate; the ability to promptly and
effectively integrate the businesses of Glacier Bank and The
Foothills Bank; 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 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.

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