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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (date of earliest event reported):
January 20, 2022 (January 19, 2022)
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FIRST INTERSTATE BANCSYSTEM, INC.
(Exact name of registrant as specified in its
charter)
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MT
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001-34653
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81-0331430
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(State or other jurisdiction of incorporation or organization)
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(Commission File No.)
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(IRS Employer Identification No.)
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401 North 31st Street
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Billings, MT
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59116-0918
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(Address of principal executive offices)
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(zip code)
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(406) 255-5390
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Class A common stock, no par value
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FIBK
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NASDAQ
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On January 19, 2022, James R. Scott, Jr., a member
of the Board of Directors (the “Board”) of First Interstate BancSystem, Inc. (“FIBK”), informed FIBK of his resignation
from the Board, effective upon the closing of the previously announced business combination transaction (the “Transaction”)
between FIBK and Great Western Bancorp, Inc. (“GWB”) pursuant to the Agreement and Plan of Merger (the “merger agreement”),
dated as of September 15, 2021, by and between FIBK and GWB. Mr. Scott’s resignation is not due to any disagreement with FIBK on
any matter relating to FIBK’s operations, policies or practices.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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On January 20, 2022, FIBK filed an Articles of
Amendment to the articles of incorporation of FIBK with the Montana Secretary of State, to make certain technical changes, intended to
incorporate into FIBK’s articles of incorporation provisions that currently exist in FIBK’s bylaws, relating to the classification
of the Board into three classes, with directors in each class serving staggered three-year terms (the “Staggered Board Amendment”).
The Staggered Board Amendment was approved by FIBK’s shareholders as disclosed below in Item 5.07.
The foregoing description of the Staggered Board Amendment is qualified
in its entirety by reference to the description of the Staggered Board Amendment in the section captioned “First Interstate Proposals—Proposal
3: First Interstate Staggered Board Proposal” in the definitive joint proxy statement/prospectus filed by FIBK with the Securities
and Exchange Commission (the “SEC”) on December 16, 2021, which is incorporated herein by reference. The full text of the
Staggered Board Amendment is filed as Exhibit 3.1 hereto and incorporated herein by reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On January 19, 2022, FIBK held a special meeting
of shareholders (the “special meeting”) to consider certain proposals related to the Transaction between FIBK and GWB pursuant
to the merger agreement.
As of December 13, 2021, the record date for the
special meeting, there were 41,686,490 shares of Class A common stock, no par value per share, of FIBK (“Class A common stock”)
outstanding, each of which was entitled to one vote for each proposal at the special meeting, and 20,514,347 shares of Class B common
stock, no par value per share, of FIBK (“Class B common stock” and together with Class A common stock, “FIBK common
stock”) outstanding, each of which was entitled to five votes for each proposal at the special meeting. At the special meeting,
a total of 33,238,190 shares of Class A common stock and 16,365,866 shares of Class B common stock, collectively representing approximately
79.76% of the voting power of the issued and outstanding shares of FIBK common stock, were present in person or by proxy, constituting
a quorum to conduct business.
At the special meeting, the following proposals were considered:
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1.
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a proposal to approve the merger agreement (the “FIBK merger proposal”);
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2.
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a proposal to approve an amendment to FIBK’s articles of incorporation to increase the number of authorized shares of Class
A common stock from one hundred million (100,000,000) shares to one hundred fifty million (150,000,000) shares (the “FIBK authorized
share count proposal”);
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3.
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a proposal to approve an amendment to FIBK’s articles of incorporation to make certain technical changes which are intended
to incorporate into FIBK’s articles of incorporation provisions that currently exist in FIBK’s bylaws, relating to the classification
of the board of directors of FIBK into three classes, with directors in each class serving staggered three-year terms (“FIBK staggered
board proposal”); and
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4.
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a proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies if, immediately
prior to such adjournment or postponement, there are not sufficient votes to approve the FIBK merger proposal, the FIBK authorized share
count proposal or the FIBK staggered board proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus
is timely provided to holders of FIBK common stock (“FIBK adjournment proposal”).
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Each of the proposals considered and voted upon
was approved by the requisite vote of FIBK’s shareholders. The final voting results for each such proposal are described below.
For more information on each of these proposals, see the definitive joint proxy statement/prospectus filed by FIBK with the SEC on December
16, 2021.
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For
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Against
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Abstain
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Broker Non-Votes
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113,843,359
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1,095,903
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128,258
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0
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2.
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FIBK authorized share count proposal:
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For
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Against
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Abstain
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Broker Non-Votes
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113,746,267
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1,188,328
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132,925
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0
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3.
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FIBK staggered board proposal:
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For
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Against
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Abstain
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Broker Non-Votes
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92,717,018
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21,756,207
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594,295
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0
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Because a quorum was present at the special meeting
for the vote on the FIBK merger proposal, the FIBK authorized share count proposal and the FIBK staggered board proposal, and the FIBK
merger proposal, the FIBK authorized share count proposal and the FIBK staggered board proposal received the requisite votes needed for
approval, a vote on the FIBK adjournment proposal was not called.
Completion of the Transaction is subject to customary
closing conditions. Assuming such conditions are satisfied, the Transaction is expected to close on or around February 1, 2022.
On January 20, 2022, FIBK and GWB issued a joint
press release announcing the voting results of the special meeting, along with the voting results of the special meeting of GWB’s
stockholders, which joint press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
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Item 9.01
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Financial Statements and Exhibits.
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Cautionary Note Regarding Forward Looking Statements
This communication contains “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the
Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which involve inherent risks and uncertainties. Any
statements about FIBK’s, GWB’s or the combined company’s plans, objectives, expectations, strategies, beliefs, or future
performance or events constitute forward-looking statements. Such statements are identified as those that include words or phrases such
as “believes,” “expects,” “anticipates,” “plans,” “trend,” “objective,”
“continue,” or similar expressions or future or conditional verbs such as “will,” “would,” “should,”
“could,” “might,” “may,” or similar expressions. Forward-looking statements involve known and unknown
risks, uncertainties, assumptions, estimates, and other important factors that change over time and could cause actual results to differ
materially from any results, performance, or events expressed or implied by such forward-looking statements. Such forward-looking statements
include but are not limited to statements about the benefits of the Transaction, 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. In addition to factors previously disclosed in FIBK’s and
GWB’s reports filed with the SEC and those identified elsewhere in this document, the following factors, among others, could cause
actual results to differ materially from forward-looking statements or historical performance: the occurrence of any event, change, or
other circumstance that could give rise to the right of one or both of the parties to terminate the merger agreement; the outcome of any
legal proceedings that may be instituted against FIBK or GWB; the possibility that the Transaction does not close when expected or at
all because required approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk
that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits
of the Transaction); 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, or problems arising from, 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 FIBK and
GWB operate; the ability to promptly and effectively integrate the businesses of FIBK and GWB; the possibility that the Transaction may
be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential
adverse reactions of FIBK’s or GWB’s customers, employees or other business partners, including those resulting from the announcement
or completion of the Transaction; the dilution caused by FIBK’s issuance of additional shares of its capital stock in connection
with the Transaction; the diversion of management’s attention and time from ongoing business operations and opportunities on merger-related
matters; and the impact of the global COVID-19 pandemic on FIBK’s or GWB’s businesses, the ability to complete the Transaction
or any of the other foregoing risks.
These factors are not necessarily all of the factors that could cause
FIBK’s, GWB’s or the combined company’s actual results, performance, or achievements to differ materially from those
expressed in or implied by any of the forward-looking statements. Other unknown or unpredictable factors also could harm FIBK’s,
GWB’s or the combined company’s results.
All forward-looking statements attributable to FIBK, GWB, or the combined
company, or persons acting on FIBK’s or GWB’s behalf, are expressly qualified in their entirety by the cautionary statements
set forth above. Forward-looking statements speak only as of the date they are made and FIBK and GWB do not undertake or assume any obligation
to update publicly any of these statements to reflect actual results, new information or future events, changes in assumptions, or changes
in other factors affecting forward-looking statements, except to the extent required by applicable law. If FIBK or GWB update one or more
forward-looking statements, no inference should be drawn that FIBK or GWB will make additional updates with respect to those or other
forward-looking statements. Further information regarding FIBK, GWB and factors which could affect the forward-looking statements contained
herein can be found in the registration statement on Form S-4, as amended, as well as FIBK’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2020, its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2021, June 30, 2021
and September 30, 2021, and its other filings with the SEC, and in GWB’s Annual Report on Form 10-K for the fiscal year ended September
30, 2021, and its other filings with the SEC.
SIGNATURE
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.
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FIRST INTERSTATE BANCSYSTEM, INC.
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By:
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/s/ Kevin P. Riley
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Name:
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Kevin P. Riley
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Title:
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President and Chief Executive Officer
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Date: January 20, 2022
Exhibit
3.1
FIRST AMENDMENT
TO
THE THIRD AMENDED AND RESTATED ARTICLES OF
INCORPORATION
OF
FIRST INTERSTATE BANCSYSTEM, INC.
1. Board
of Directors. Article VI of the Third Amended and Restated Articles of Incorporation of First Interstate BancSystem, Inc., a Montana
corporation, is hereby amended to add the following new Section 6:
Section 6. Except as otherwise
provided for or fixed by or pursuant to the provisions of Article IV hereof in relation to the rights of the holders of Preferred Stock
to elect directors under specified circumstances, the Board of Directors shall be and is divided into three classes, as nearly equal in
number of directors as possible, designated: Class I, Class II and Class III. The Board of Directors is authorized to assign to such classes
directors already in office at the time the First Amendment to the Third Amended and Restated Articles of Incorporation becomes effective
(the “Effective Date”), provided that notwithstanding anything to the contrary any directors already in office at the
Effective Date and who were elected, or whose appointment was ratified, at any annual or special meeting of shareholders for a term of
office to expire at (i) the first annual meeting of shareholders following the Effective Date, shall be assigned to Class I, (ii) the
second annual meeting of shareholders following the Effective Date, shall be assigned to Class II, and (iii) the third annual meeting
of shareholders following the Effective Date, shall be assigned to Class III. Except as otherwise provided in this Section 6, the term
of office of the directors initially assigned to Class I at the Effective Date will expire at the first annual meeting of shareholders
following the Effective Date; the term of office of the directors initially assigned to Class II at the Effective Date will expire at
the second annual meeting of shareholders following the Effective Date; the term of office of the directors initially assigned to Class
III at the Effective Date will expire at the third annual meeting of shareholders following the Effective Date; and the term of office
of any directors appointed by the Board of Directors to fill newly created directorships resulting from any increase in the number of
directors or any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall
expire at the next annual meeting of shareholders after their appointment in accordance with these Third Amended and Restated Articles
of Incorporation, as amended, and the Bylaws of the Corporation. At each annual meeting of shareholders beginning with the first annual
meeting of shareholders following the Effective Date, the successors of the directors whose terms expire at that meeting shall be elected
for a term of three years. The directors of each class will hold office until the expiration of the term of such class and until their
respective successors shall have been elected and qualified, or until such director’s earlier death, resignation or removal. Notwithstanding
anything to the contrary, the Board of Directors is authorized to take appropriate steps, by designation of short terms or otherwise,
to return the rotation of election of directors to staggered terms as contemplated by, and established and fixed in accordance with, this
Section 6 and the Bylaws of the Corporation; provided that in all cases the Board of Directors shall comply with Section 6.12(b)
of that certain Agreement and Plan of Merger, by and between Great Western Bancorp, Inc. and the Corporation, dated as of September 15,
2021 (as the same may be amended, supplemented or modified from time to time).
Exhibit 99.1
Thursday, January 20, 2022
First Interstate BancSystem and Great Western
Bancorp
Receive Final Regulatory and Shareholder Approvals to Merge
BILLINGS, MT and Sioux Falls,
SD—Jan. 20, 2022— First Interstate BancSystem, Inc. (NASDAQ: FIBK) (“FIBK”), parent company of First Interstate
Bank, and Great Western Bancorp, Inc. (NYSE: GWB) (“GWB”), parent company of Great Western Bank, jointly announced today that
they have received all required regulatory clearances as well as approvals of the shareholders of FIBK and stockholders of GWB related
to the proposed merger of FIBK and GWB and the merger of FIBK’s and GWB’s respective subsidiary banks, First Interstate Bank
and Great Western Bank.
The combined holding company will operate under the First Interstate
BancSystem name and brand with the combined company’s headquarters remaining in Billings, Montana. The merger is expected to be
completed on or around February 1, 2022, subject to satisfaction of customary closing conditions.
“This is an historic moment
for our company,” noted FIBK President and CEO Kevin Riley. "Since we started discussions with Great Western, we’ve known
this opportunity would be a tremendous partnership. It’s exciting to know our shareholders see the same value and possibilities.”
The combined company leverages the strengths of both organizations,
creating a diversified, community-focused banking franchise with a network of more than 300 branches across 14 states. With assets totaling
over $32 billion, the pro forma company establishes FIBK as a premier banking franchise in the West.
“Great Western is looking forward to becoming a part of the First
Interstate family, and we are eager to demonstrate to our shareholders, our clients, and our communities how beneficial this partnership
is for all involved,” said Mark Borrecco, President and CEO of GWB.
Following the completion of the
merger, FIBK will provide GWB clients with comprehensive information relating to the anticipated conversion of their accounts, which is
expected to occur in May 2022, at which time Great Western Bank branches will become First Interstate Bank branches. Until
systems are integrated, FIBK and GWB clients will continue to be served through their respective
branches, websites, and mobile apps.
About First Interstate BancSystem,
Inc.
First Interstate BancSystem, Inc.
is a financial services holding company headquartered in Billings, Montana. It is the parent company of First Interstate Bank, a community
bank with $19.3 billion in assets as of September 30, 2021. First Interstate proudly delivers financial solutions across Idaho, Montana,
Oregon, South Dakota, Washington, and Wyoming. A recognized leader in community banking services, First Interstate is driven by strong
values as well as a commitment to delivering
a rewarding experience to its employees, strong returns to shareholders, exceptional products and services to its clients, and resources
to the communities it serves. More information is available at www.firstinterstate.com.
About Great Western Bancorp, Inc.
Great Western Bancorp, Inc. is the holding company for Great Western
Bank, a full-service regional bank with approximately $13 billion in assets as of September 30, 2021, focused on relationship-based business
banking. Great Western Bank offers small and mid-sized businesses a focused suite of financial products and a range of deposit and loan
products to retail customers through several channels, including the branch network, online banking system, mobile banking applications
and customer care centers. The bank services its customers through more than 170 branches in nine states: Arizona, Colorado, Iowa, Kansas,
Minnesota, Missouri, Nebraska, North Dakota, and South Dakota. To learn more about Great Western Bank, visit www.greatwesternbank.com.
Cautionary Note Regarding Forward Looking Statements
This communication contains “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the
Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which involve inherent risks and uncertainties. Any
statements about FIBK’s, GWB’s or the combined company’s plans, objectives, expectations, strategies, beliefs, or future
performance or events constitute forward-looking statements. Such statements are identified as those that include words or phrases such
as “believes,” “expects,” “anticipates,” “plans,” “trend,” “objective,”
“continue,” or similar expressions or future or conditional verbs such as “will,” “would,” “should,”
“could,” “might,” “may,” or similar expressions. Forward-looking statements involve known and unknown
risks, uncertainties, assumptions, estimates, and other important factors that change over time and could cause actual results to differ
materially from any results, performance, or events expressed or implied by such forward-looking statements. Such forward-looking statements
include but are not limited to statements about the benefits of the business combination transaction between FIBK and GWB (the “Transaction”),
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. In addition to factors previously disclosed in FIBK’s and
GWB’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”) and those identified elsewhere in this
document, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical
performance: the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties
to terminate the definitive merger agreement between FIBK and GWB; the outcome of any legal proceedings that may be instituted against
FIBK or GWB; the possibility that the Transaction does not close when expected or at all because required approvals and other conditions
to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of
conditions that could adversely affect the combined company or the expected benefits of the Transaction); 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, or problems
arising from, 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 FIBK and GWB operate;
the ability to promptly and effectively integrate the businesses of FIBK and GWB; the possibility that the Transaction may be more expensive
to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions
of FIBK’s or GWB’s customers, employees or other business partners, including those resulting from the announcement or completion
of the Transaction; the dilution caused by FIBK’s issuance of additional shares of its capital stock in connection with the Transaction;
the diversion of management’s attention and time from ongoing business operations and opportunities on merger-related matters; and
the impact of the global COVID-19 pandemic on FIBK’s or GWB’s businesses, the ability to complete the Transaction or any of
the other foregoing risks.
These factors are not necessarily all of the factors that could cause
FIBK’s, GWB’s or the combined company’s actual results, performance, or achievements to differ materially from those
expressed in or implied by any of the forward-looking statements. Other unknown or unpredictable factors also could harm FIBK’s,
GWB’s or the combined company’s results.
All forward-looking statements attributable to FIBK, GWB, or the combined
company, or persons acting on FIBK’s or GWB’s behalf, are expressly qualified in their entirety by the cautionary statements
set forth above. Forward-looking statements speak only as of the date they are made and FIBK and GWB do not undertake or assume any obligation
to update publicly any of these statements to reflect actual results, new information or future events, changes in assumptions, or changes
in other factors affecting forward-looking statements, except to the extent required by applicable law. If FIBK or GWB update one or more
forward-looking statements, no inference should be drawn that FIBK or GWB will make additional updates with respect to those or other
forward-looking statements. Further information regarding FIBK, GWB and factors which could affect the forward-looking statements contained
herein can be found in FIBK’s registration statement on Form S-4, as amended, as well as FIBK’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2020, its Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2021, June
30, 2021 and September 30, 2021, and its other filings with the SEC, and in GWB’s Annual Report on Form 10-K for the fiscal year
ended September 30, 2021, and its other filings with the SEC.
Contacts
Media:
Brittany Cremer
PR & Communications Manager
406-255-5310
brittany.cremer@fib.com
Investors:
John R. Stewart, CFA
Deputy Chief Financial Officer
406-255-5311
john.stewart@fib.com
