Acquisition of

August 8, 2023

Forward-Looking Statements

This presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the Company's plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as "expects," "anticipates," "intends," "plans," "believes," "should," "projects," "seeks," "estimates", or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. The following factors ,among others, could cause actual results to differ materially from the anticipated results (express or implied) or other expectations in the forward-looking statements, including those set forth in this presentation:

  1. the occurrence of any event, change or other circumstance that could give rise to the right of one or both parties to terminate the definitive merger agreement between the Company and CFGW;
  2. the possibility that the proposed transaction will not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated;
  3. the risk that any announcements related to the proposed combination could have adverse effects on the market price of the common stock of either or both parties to the combination;
  4. the possibility that the anticipated benefits of the transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where the Company and CFGW do business;
  5. potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction that could make it difficult to retain or hire key personnel and maintain relationships with customers;
  6. the Company's and CFGW's success in executing their respective business plans and strategies and managing the risks involved;
  7. the risk that the proposed combination may be more difficult or time-consuming than anticipated, including in areas such as asset realization, systems integration and other key strategies;
  8. the unforeseen risk relating to liabilities of the Company or CFGW that may exist;
  9. the Company's success in managing risks involved in the foregoing; and
  10. the effects of any reputational damage to the Company resulting from the foregoing.

The foregoing are representative of the factors that could affect the outcome of our forward-looking statements. In addition, such statements could be affected by general industry and market conditions and growth rates, general interest rate and currency exchange rate fluctuations, changes and trends in the securities markets, changes in regulations, and other factors. The Company provides further detail regarding these risks and uncertainties in its latest Form 10-K and subsequent Form 10-Qs, including in the respective "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" sections of such reports, as well as in subsequent filings with the Securities and Exchange Commission. Please take into account that these forward-looking statements speak only as of the date of this presentation. The Company does not undertake any obligation to publicly correct, revise, or update any forward-looking statement if it later becomes aware that actual results are likely to differ materially from those expressed in such forward-looking statement, except as required under federal securities laws.

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Transaction Highlights

Transaction

Overview

Financially Attractive

  • Glacier Bancorp, Inc. ("GBCI") (NYSE: GBCI) will acquire Community Financial Group, Inc. ("CFGW") (OTC: CFGW), the bank holding company for Wheatland Bank (the "Bank"), a community bank headquartered in Spokane, Washington
    • Premier banking franchise with 14 full-service branches in Eastern Washington
  • GBCI will remain with 17 separate bank divisions post-transaction close
    • The Bank's operations will be conducted through a new bank division headquartered in Spokane, WA - Wheatland Bank, a division of Glacier Bank
    • North Cascades Bank, an existing division of Glacier Bank, will be combined into the new Wheatland Bank division
    • The resulting new Wheatland division will have 23 branches and will be a top 5 bank by deposit market share in Eastern WA
  • Represents Glacier's 25th acquisition since 2000 and its 13th announced transaction in the past ten years
  • Pricing metrics, deal structure and conservative assumptions reflective of Glacier's consistent, disciplined approach to acquisitions
    • Immediately accretive to EPS - accretion of 3.4% in 2024 and 4.2% in 2025
    • Minimal dilution to tangible book value per share; <1 year payback period
    • Internal rate of return (IRR) above 15%
    • Conservative cost savings, estimated at 20% of CFGW's noninterest expense
    • Pay-to-Traderatio of 82%(1)

Source: S&P Global Market Intelligence.

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(1) Ratio of the tangible book value multiple paid (based on required tangible common equity of $49.2 million) to GBCI's tangible

book value multiple as of August 7, 2023.

Strategic Rationale

  • Acquisition is consistent with Glacier's long-term strategy of buying good banks in good markets with good people
  • Establishes a market-leading Eastern Washington franchise
    • Opportunity to increase market share in one of the most attractive and growing regions in the U.S.
    • Transaction moves Glacier to the number 4 position based on deposit market share in Eastern Washington(1,2)
    • Natural expansion of Glacier's existing footprint in Central/Eastern Washington
  • A new bank division, Wheatland Bank, will be formed

Glacier is a "Company of Banks"

will be combined into the new division

    • Existing North Cascades Bank division will be combined with this new division
    • Susan Horton, CFGW's current Chairman, President and CEO, will lead the new bank division as President and CEO
    • Newly combined Wheatland division will be Glacier's 7th largest division by asset size, with over $1.6 billion in assets and 250 employees
  • Acquisition complements GBCI's existing strong loan and deposit portfolios and deepens its agricultural presence in one of the top Ag producing markets in the United States

Source: S&P Global Market Intelligence and FDIC Summary of Deposits.

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(1)

Deposit market share data as of June 30, 2022.

(2)

Eastern Washington defined as counties located east of the Cascade Range, including Adams, Asotin, Benton, Chelan, Columbia, Douglas, Ferry,

Franklin, Garfield, Grant, Kittitas, Klickitat, Lincoln, Okanogan, Pend Oreille, Spokane, Stevens, Walla Walla, Whitman, and Yakima counties.

Wheatland Bank Overview

Company Overview

  • Founded in 1979 and headquartered in Spokane, Washington
  • A full-service community bank, providing comprehensive financial services to businesses and individuals through its 14 branch locations in Eastern Washington
  • Wheatland Bank has grown through organic expansion in the 44 years since its inception
  • Wheatland has deep roots and expertise in the agricultural lending business over the last four decades, with approximately 1/3 of its loan portfolio centered in variable rate, well diversified, agricultural production loans
  • For four decades (including throughout the Global Financial Crisis) Wheatland Bank has maintained quarterly profitability
  • Bauer superior 5-star rated bank every quarter for over 15 years and one of only two banks in WA to do so throughout the Global Financial Crisis

Bank-Level Financial Highlights (Q2'2023)

Balance Sheet

Income Statement

Total Assets

$753,990

Net Income

$1,851

Gross Loans

$474,933

ROAA

0.97%

Total Deposits

$608,681

ROATCE

14.02%

Loans / Deposits

78.0%

Net Interest Margin

3.23%

Non-Int. Bearing Dep. / Total Deposits

44.8%

Efficiency Ratio

68.4%

Tangible Common Equity Ratio

7.01%

Yield on Loans

5.95%

Tier 1 Common Capital (CET1) Ratio

12.75%

Cost of Total Deposits

0.86%

Total Risk Based Capital Ratio

13.53%

NPAs / Total Assets

0.00%

Loan Loss Reserves / Gross Loans

0.92%

Source: S&P Global Market Intelligence.

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Note: All dollars in thousands.

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Glacier Bancorp Inc. published this content on 08 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 August 2023 23:01:43 UTC.