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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):
February 1, 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. ☐
Introduction
This Current Report on Form 8-K is being filed in connection with the
completion on February 1, 2022 (the “Closing Date”) of the previously announced merger between First Interstate BancSystem,
Inc., a Montana corporation (“First Interstate” or the “Company”), and Great Western Bancorp, Inc., a Delaware
corporation (“Great Western”) pursuant to the Agreement and Plan of Merger, dated as of September 15, 2021 (the “Merger
Agreement”), by and between First Interstate and Great Western.
Item 2.01. Completion of Acquisition or Disposition of Assets.
Pursuant to the Merger Agreement, Great Western merged with and into
First Interstate, with First Interstate continuing as the surviving corporation (the “Merger”). Immediately following the
Merger, Great Western’s wholly owned banking subsidiary, Great Western Bank, merged with and into First Interstate’s wholly
owned banking subsidiary, First Interstate Bank (the “Bank Merger”), with First Interstate Bank continuing as the surviving
bank in the Bank Merger.
Pursuant to the Merger Agreement, at the effective time of the Merger
(the “Effective Time”), each share of common stock, par value $0.01 per share, of Great Western (“Great Western Common
Stock”) issued and outstanding immediately prior to the Effective Time, other than certain shares held by First Interstate and Great
Western, was converted into the right to receive 0.8425 shares (the “Exchange Ratio”, and such shares, the “Merger Consideration”)
of Class A common stock, no par value, of First Interstate (“First Interstate Class A Common Stock”). Each holder of Great
Western Common Stock converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of First
Interstate Class A Common Stock (after taking into account all shares held by such holder) will instead receive cash (without interest)
in lieu of such fractional share in accordance with the terms of the Merger Agreement.
Pursuant to the Merger Agreement, at the Effective Time, each outstanding
Great Western restricted stock unit award in respect of shares of Great Western Common Stock (a “Great Western RSU”) was,
by virtue of the Merger, fully vested and was cancelled and converted automatically into the right to receive the Merger Consideration,
as if such Great Western RSU had been settled in shares of Great Western Common Stock immediately prior to the Effective Time. Each outstanding
performance stock unit award in respect of shares of Great Western Common Stock (a “Great Western PSU”), by virtue of the
Merger, vested at the greater of the target and actual levels of performance, as determined by the Compensation Committee of the Great
Western board of directors prior to the Effective Time, and was cancelled and converted automatically into the right to receive the Merger
Consideration, as if such Great Western PSU had been settled in shares of Great Western Common Stock immediately prior to the Effective
Time.
The foregoing description of the Merger, the Bank Merger and the Merger
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy
of which is filed hereto as Exhibit 2.1 and incorporated herein by reference.
The total aggregate consideration payable in the Merger was approximately
47 million shares of First Interstate Class A Common Stock. The issuance of shares of First Interstate Class A Common Stock in connection
with the Merger was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration
statement on Form S-4 (File No. 333-260771) filed by the Company with the Securities and Exchange Commission (the “Commission”)
and declared effective on December 16, 2021 (the “Registration Statement”). The joint proxy statement/prospectus included
in the Registration Statement (the “Joint Proxy Statement/Prospectus”) contains additional
information about the Merger Agreement and the transactions contemplated thereby.
The information set forth in the Introduction is incorporated herein
by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
In connection with the Merger, on the Closing Date, the Company assumed
Great Western’s obligations as required by the indentures and certain related agreements with respect to Great Western’s outstanding
trust preferred securities consisting of (i) $5.2 million of its floating rate junior subordinated debt securities due January 7, 2033;
(ii) $7.2 million of its floating rate junior subordinated debt securities due October 8, 2033; (iii) $23.1 million of its floating rate
junior subordinated deferrable interest debentures due December 17, 2033; (iv) $2.1 million junior subordinated debt securities due June
15, 2035; (v) $30.9 million junior subordinated debt securities due March 15, 2036; (vi) $10.3 million of its fixed/floating rate junior
subordinated debt securities due March 1, 2037; and (vii) $5.2 million of its floating rate junior subordinated debt securities due October
1, 2037 (collectively, the “Trust Preferred Securities”). In connection with the Merger, on the Closing Date, the Company
also assumed all of Great Western’s obligations as required by that certain subordinated note purchase agreement, dated as of July
31, 2015 (the “Purchase Agreement”), with respect to Great Western’s outstanding $35.0 million aggregate principal amount
of 4.875% fixed to floating rate subordinated notes due August 15, 2025 (the “2025 Notes”). On the Closing Date, the Company
issued a notice of redemption to holders of the 2025 Notes to redeem such notes in full on March 3, 2022 at a redemption price of 100%
plus any accrued but unpaid interest.
The supplemental indentures pursuant to which the Company assumed the
Trust Preferred Securities, as well as the original indentures pursuant to which the Trust Preferred Securities were issued, and the assignment
and assumption pursuant to which the Company assumed the 2025 Notes, as well as the original Purchase Agreement pursuant to which the
2025 Notes were issued, have not been filed herewith pursuant to Item 601(b)(4)(v) of Regulation S-K under the Securities Act. The Company
agrees to furnish a copy of such indentures and the Purchase Agreement to the Commission upon request.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Board of Directors
In accordance with the terms of the Merger Agreement and the Bylaws
Amendment (as defined under Item 5.03 below), the size of the board of directors of the Company (the “Board”) as of the Effective
Time was increased to consist of a total of 16 directors, including eleven directors designated by First Interstate and five directors
designated by Great Western.
Continued Service of Directors; Election of Directors
The eleven directors designated by First Interstate pursuant to the
Merger Agreement, each of whom previously served, and continues to serve, as a member of the Board, in each case effective from and after
the Effective Time, are as follows: Stephen B. Bowman, Joyce A. Phillips, Jonathan R. Scott, Alice S. Cho, Dennis L. Johnson, Patricia
L. Moss, John M. Heyneman, Jr., David L. Jahnke, Ross E. Leckie, Kevin P. Riley and James R. Scott.
The five directors designated by Great Western pursuant to the
Merger Agreement, each of whom previously served as a member of the board of directors of Great Western immediately prior to the
Merger and was appointed by the Board to fill the vacancies resulting from the increase in the size of the Board referred to above,
in each case effective as of the Effective Time, are as follows: James Brannen, Frances Grieb, Thomas Henning, Stephen Lacy and
Daniel Rykhus (collectively, the “New Directors”). The Board continues to be divided into three classes, with Frances
Grieb and Stephen Lacy appointed to the class of directors expiring at the annual meeting to be held in 2022; Thomas Henning and
Daniel Rykhus appointed to the class of directors expiring at the annual meeting to be held in 2023; and James Brannen appointed to
the class of directors expiring at the annual meeting to be held in 2024. Certain New Directors have also been assigned to serve on
certain committees of First Interstate’s board of directors. In particular, James Brannen was appointed to the Executive Committee
and Technology Committee, Frances Grieb was appointed to the Audit Committee and Risk Committee, Thomas Henning was appointed to the
Risk Committee and Technology Committee, Stephen Lacy was appointed to the Compensation and Human Capital Committee and Governance
and Nominating Committee, and Daniel Rykhus was appointed to the Compensation and Human Capital Committee and Governance and
Nominating Committee.
Other than the Merger Agreement, there are no arrangements between
the New Directors and any other person pursuant to which the New Directors were selected as directors. There are no transactions in which
any New Director has an interest requiring disclosure under Item 404(a) of Regulation S-K. Non-employee members of the Board, including
the New Directors, will be compensated for such service in accordance with First Interstate’s non-employee director compensation
policies.
Employment Agreements
As previously described in the Joint Proxy Statement/Prospectus,
Great Western is party to existing employment agreements with each of its named executive officers that provide for payments following
a termination of employment in connection with a change in control. The completion of the Merger constituted a change in control under
each employment agreement. For a description of the employment agreements and additional information about the arrangements and transactions
with respect to Great Western’s named executive officers in connection with the Merger, see the section in the Joint Proxy Statement/Prospectus
entitled “The Merger—Interests of Great Western’s Directors and Executive Officers in the Merger.” Such description
is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
In connection with the completion of the Merger and in accordance with
the Merger Agreement, First Interstate’s articles of incorporation were amended to increase the number of authorized shares of First
Interstate Class A Common Stock from 100,000,000 shares to 150,000,000 shares (the “Articles Amendment” and the Company’s
articles of incorporation, as amended in accordance with the Articles Amendment, the “Articles of Incorporation”), effective
as of the Closing Date.
The foregoing summary of the Articles Amendment does not purport to
be complete and is qualified in its entirety by reference to the full text of the Articles Amendment, a copy of which is filed hereto
as Exhibit 3.1 and incorporated herein by reference.
As previously described in the Joint Proxy Statement/Prospectus, First
Interstate and Great Western have agreed that, prior to the first annual meeting of shareholders of the Company following the Effective
Time, the Board will, in accordance with the
Articles of Incorporation and applicable law, adopt any resolutions
and take any actions that are necessary or appropriate to determine that the number of shares of Class B common stock, no par value, of
First Interstate (“First Interstate Class B Common Stock” and, together with the First Interstate Class A Common Stock, the
“First Interstate Common Stock”), outstanding as of the record date for such annual meeting constitutes less than twenty percent
(20%) of the aggregate number of shares of First Interstate Common Stock then outstanding on such record date, such that each share of
First Interstate Class B Common Stock as of such record date will be automatically converted as of such record date into one (1) fully
paid and non-assessable share of First Interstate Class A Common Stock pursuant to the Articles of Incorporation (the “Conversion”).
In accordance with the Merger Agreement, the Bylaws Amendment provides
that, from and after the Effective Time and until the date of the Conversion, neither First Interstate nor the Board may take any action
(including repurchasing First Interstate Class A Common Stock or issuing additional shares of First Interstate Class B Common Stock) that
would prevent the Conversion, and the provision in the Bylaws Amendment implementing such Conversion arrangement may not be amended or
repealed by the Board except by an affirmative vote of at least seventy-five percent (75%) of the entire Board (including at least one
New Director).
In addition, in connection with the completion of the Merger and in
accordance with the Merger Agreement, the bylaws of the Company were further amended to reflect certain governance arrangements for the
Company (such amendment, the “Bylaws Amendment”), effective as of the Effective Time. The foregoing summary of the Bylaws
Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws Amendment, a copy
of which is filed hereto as Exhibit 3.2 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
As a result of the Merger, Great Western no longer exists as a legal
entity separate from First Interstate and therefore no longer fulfills the listing requirements of the New York Stock Exchange (the “NYSE”).
On February 1, 2022, the NYSE was notified that the Merger had closed and it has been requested that the NYSE (1) suspend trading of Great
Western Common Stock, (2) withdraw Great Western Common Stock from listing on the NYSE prior to the open of trading on February 1, 2022,
and (3) file with the SEC a notification of delisting of Great Western Common Stock under Section 12(b) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). As a result, Great Western Common Stock will no longer be listed on the NYSE. In
furtherance of the foregoing, First Interstate, as successor to Great Western, intends to file with the SEC certifications on Form 15
under the Exchange Act requesting the deregistration of Great Western Common Stock under Section 12(g) of the Exchange Act and the corresponding
immediate suspension of Great Western’s reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable,
and to cease filing any further periodic reports with respect to Great Western since it no longer, as a result of the Merger, exists as
a separate legal entity.
Item 8.01. Other Events
On February 1, 2022, First Interstate issued a press release announcing
the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
The financial statements required by this item will be filed by an
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.
(d) Exhibits.
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Exhibit No.
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Description
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2.1
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Agreement and Plan of Merger, dated as of September 15, 2021, by and between First Interstate BancSystem, Inc. and Great Western Bancorp, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-4, filed with the Commission on December 14, 2021)
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3.1
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Second
Amendment to the Third Amended and Restated Articles of Incorporation of First Interstate BancSystem, Inc.
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3.2
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Amendment to the Fourth Amended and Restated Bylaws of First Interstate BancSystem, Inc.
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99.1
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Press Release, dated February 1, 2022.
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104
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Cover Page Interactive Data File (formatted as inline XBRL document)
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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: February 1, 2022
Exhibit 3.2
FIRST
AMENDMENT
TO
THE
FOURTH
AMENDED AND RESTATED BYLAWS
OF
FIRST
INTERSTATE BANCSYSTEM, INC.
This
First Amendment (“Amendment”) to the Fourth Amended and Restated Bylaws (the “Bylaws”) of First
Interstate BancSystem, Inc., a Montana corporation (the “Corporation”), amends the Bylaws as follows:
1.
New Section 3.15. Article III of the Bylaws is hereby amended to add the following new Section 3.15 immediately after Section
3.14 therein:
3.15
CLASS B COMMON STOCK CONVERSION. Subject to, and from the effective time (the “Effective Time”) of the merger
of Great Western Bancorp, Inc. (“Great Western”) with and into the corporation, with the corporation surviving the
merger, pursuant to that certain Agreement and Plan of Merger, by and between Great Western and the corporation, dated as of September
15, 2021 (as the same may be amended, supplemented or modified from time to time), until the date on which each share of Class B Common
Stock of the corporation as of the record date of the first meeting of shareholders of the corporation following the Effective Time shall
be automatically converted as of such record date into one (1) fully paid and non-assessable share of Class A Common Stock of the corporation
pursuant to the Articles (the “Conversion”), neither the corporation nor the Board shall take any action (including
repurchasing Class A Common Stock or issuing additional shares of Class B Common Stock) that would prevent the Conversion. Notwithstanding
anything to the contrary herein, this Section 3.15 of these bylaws shall not be amended or repealed by the Board except by the affirmative
vote of at least seventy-five percent (75%) of the directors then in office (which must include the affirmative vote of at least one
director of the Board who was a director of Great Western as of immediately prior to the Effective Time). In the event of any inconsistency
between any provision of this Section 3.15 and any other provision of these bylaws or the corporation’s other constituent documents,
the provisions of this Section 3.15 shall control to the fullest extent permitted by law.
2. Amended
Section 2.9. Section 2.9 of Article II of the Bylaws is hereby amended and restated in its entirety as follows:
2.9
VOTING
The
shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 2.11 of
these bylaws.
Each
shareholder shall be entitled to that number of votes applicable to each share of capital stock held by such shareholder as set forth
in the Articles.
In
all matters, except as otherwise required by law, the Articles or these bylaws, if a quorum exists, action on a matter (other than election
of directors) is approved if the votes cast favoring the action by shares present in person or represented by proxy at the meeting and
entitled to vote on the matter exceed the votes cast opposing the action by shares present in person or represented by proxy at the meeting
and entitled to vote on the matter. If a quorum exists, directors shall be elected by a majority of the voting power of the shares present
in person or represented by proxy at the meeting and entitled to vote on the election of directors.
The
shareholders of the corporation shall not have the right to cumulate their votes for the election of directors of the corporation.
3. Scott
Family Director Nominations. Section 2.15 of Article II of the Bylaws is hereby amended to add the following new paragraph immediately
following the last paragraph currently in Section 2.15 of Article II of the Bylaws:
Subject
to, and from the effective time of that certain Stockholders’ Agreement, dated as of September 15, 2021, by and between the corporation
and certain members of the Scott family and certain related parties that are shareholders of the corporation (collectively, the “Specified
Scott Family Stockholders”) (as the same may be amended, supplemented or modified from time to time) (the “Stockholders’
Agreement”), notwithstanding anything to the contrary, any advance notice requirements for nominations for the election of
directors in these bylaws shall not apply to the nominations of directors by the Specified Scott Family Stockholders pursuant to and
in accordance with the terms and conditions of the Stockholders’ Agreement.
4. Miscellaneous.
Except to the extent expressly amended pursuant to this Amendment, the Bylaws shall remain in full force and effect.
2
Exhibit 99.1
First Interstate BancSystem, Inc. Completes Merger
with Great Western Bancorp, Inc.
BILLINGS, MT—Feb. 1, 2022— First Interstate BancSystem,
Inc. (NASDAQ: FIBK) (“FIBK”), parent company of First Interstate Bank, announced that effective today, it has completed its
previously announced merger with Great Western Bancorp, Inc. (“GWB”), parent company of Great Western Bank. The combined holding
company will operate under the First Interstate name and brand with the company’s headquarters remaining in Billings, Montana.
"This is an historic day
for our 54-year-old company,” said Kevin Riley, FIBK President and CEO. “We are excited for this partnership with Great
Western and believe our expansion into this new footprint will continue to build shareholder value over the long-term. As a result of
this transaction, First Interstate truly becomes the premier community banking franchise in the West.”
Immediately following the closing, Great Western Bank was merged with
and into First Interstate Bank. Great Western Bank branches will continue to operate under the Great Western Bank name as a division of
First Interstate Bank. The conversion of bank systems and branches is expected to occur in May 2022. After this conversion, Great Western
Bank branches will be branded as First Interstate Bank branches.
Karlyn Knieriem and Scott Erkonen will join the combined holding company
as Chief Risk Officer and Chief Information Officer, respectively. In addition, five directors from GWB have joined the combined holding
company’s board of directors, effective immediately:
The following executives will be departing the Company following the
closing on February 1, 2022:
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·
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Mark Borrecco (President and Chief Executive Officer, GWB)
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·
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Peter Chapman (Executive Vice President and Chief Financial Officer, GWB)
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·
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Andy Pederson (Chief People Officer, GWB)
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·
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Donald Straka (General Counsel and Secretary, GWB)
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·
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Steve Yose (Executive Vice President and Chief Credit Officer, GWB)
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In accordance with the definitive agreement, GWB stockholders received
.8425 shares of FIBK Class A common stock for each GWB share they owned. The implied total transaction value based on closing prices on
September 15, 2021, is approximately $2.0 billion.
Over the coming months, FIBK will
provide GWB clients with comprehensive information relating to the conversion of their accounts in May 2022. Until then, FIBK
and GWB clients will continue to be served through their respective branches, websites, and mobile
apps.
Keefe, Bruyette & Woods, A Stifel Company, served as lead
financial advisor to FIBK. Barclays also served as a financial advisor to FIBK, and Davis Polk & Wardwell LLP served as FIBK’s
legal advisor. Piper Sandler & Co. served as GWB’s exclusive financial advisor and Wachtell, Lipton, Rosen & Katz served
as legal advisor to GWB.
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 $19.7 billion in assets as of December 31, 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.
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 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 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; reputational risk and potential adverse reactions of
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 business or any of the other foregoing risks.
These factors are not necessarily all of the factors that could cause
FIBK’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 or the combined
company’s results.
All forward-looking statements 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 does 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 updates one or more forward-looking statements, no inference should be drawn that FIBK will make additional updates with respect
to those or other forward-looking statements. Further information regarding FIBK 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, and its other filings with the SEC.
Category: Mergers & Acquisitions
Media Contact:
Brittany Cremer
PR & Communications Manager
406-255-5310
brittany.cremer@fib.com
Investor Contact:
John R. Stewart, CFA
Deputy Chief Financial Officer
406-255-5311
john.stewart@fib.com
###