Glacier Bancorp, Inc. (NYSE:GBCI) entered into a definitive agreement to acquire Community Financial Group, Inc. (Spokane, WA) (OTCPK:CFGW) from shareholders for $82.5 million on August 8, 2023. Under the terms of the Merger Agreement, CFGW will merge with and into GBCI, with GBCI as the surviving entity (the ?Holding Company Merger?). Immediately thereafter, Wheatland Bank will merge with and into Glacier Bank, with Glacier Bank surviving as a wholly owned subsidiary of GBCI (the ?Bank Merger?). Subject to the terms and conditions of the Merger Agreement, at the date and time when the Holding Company Merger becomes effective (the ?Effective Time?), each share of CFGW stock issued and outstanding will be converted into and represent the right to receive from GBCI merger consideration in the form of 1.0931 shares of GBCI common stock. CFGW shareholders will receive an estimated 2,429,950 shares of Glacier common stock in the merger, representing approximately 2.14% of Glacier?s outstanding common stock. It is estimated that the merger consideration will have a total aggregate value of $80.6 million (based on the closing price of $33.97 for GBCI common stock on August 7, 2023). Following the Bank Merger, the branches of Wheatland Bank will operate as branches of Glacier Bank under a new bank division. Glacier Bank?s existing North Cascades Bank division will be combined with this division. Concurrently with the execution of the Merger Agreement, the directors and certain executive officers of CFGW entered into voting agreements with GBCI pursuant to which each such director and executive officer, in his or her capacity as a shareholder, has agreed, among other things, to vote his or her shares of CFGW common stock in favor of the proposed transactions contemplated by the Merger Agreement.

Consummation of the transaction is subject to required regulatory approvals, CFGW shareholder approval, and other customary conditions of closing. It is anticipated that the closing of the transaction will take place late in the fourth quarter of 2023. The board of Glacier and CFGW unanimously approved the transaction. As of November 1, 2023, transaction is expected to be completed in the fourth quarter of 2023. As of January 25, 2024, the agreement has received all required regulatory and shareholder approvals and is expected to be completed on January 31, 2024.

Glacier was advised in the transaction by Stephen Gunlock, Jeffrey Wishner and Joseph Gulash of Keefe, Bruyette & Woods, A Stifel Company as financial advisor and David G. Post, Kalin G. Bornemann of Miller Nash LLP as legal counsel. CFGW was advised by Piper Sandler Cos. as financial advisor and Christian Otteson, Bo Anderson of Otteson Shapiro LLP as legal counsel. Piper Sandler is acting as CFGW?s financial advisor in connection with the transaction and will receive a fee for such services in an amount equal to 1.55% of the aggregate purchase price, which fee is contingent upon the closing of the merger. At the time of announcement of the transaction, Piper Sandler?s fee was approximately $1,250,000. Piper Sandler also received a $250,000 fee from CFGW upon rendering its opinion, which opinion fee will be credited in full towards the advisory fee which will become payable to Piper Sandler upon closing of the transaction.

Glacier Bancorp, Inc. (NYSE:GBCI) completed the acquisition of Community Financial Group, Inc. (Spokane, WA) (OTCPK:CFGW) from shareholders on January 31, 2024. A new division, ?Wheatland Bank, a Division of Glacier Bank? will be formed and the existing North Cascades division will be combined into Wheatland Bank. Wheatland Bank, a Division of Glacier Bank, will operate under the leadership of Susan M. Horton, who served as the President and Chief Executive Officer.