Item 2.01. Completion of Acquisition or Disposition of Assets.
Effective
Pursuant to the Merger Agreement, at the effective time of the merger (the
"Effective Time"), (i) each share of common stock, par value
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 is 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, pursuant to a
registration statement on Form S-4 (File No. 333-260771) filed by First
Interstate with the
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As a result of the Merger, Great Western no longer fulfills the listing
requirements of the
Additionally, First Interstate, as successor to Great Western, intends to file
with the
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
Item 3.03. Material Modification of Rights of Security Holders.
As set forth under Item 2.01 of this Current Report on Form 8-K, as of the Effective Time, (i) each share of Great Western Common Stock outstanding immediately prior to the Effective Time, other than certain shares held by Great Western or First Interstate, was converted into the right to receive 0.8425 shares of First Interstate Class A Common Stock and cash in lieu of fractional shares and (ii) each outstanding equity award in respect of shares of Great Western Common Stock vested and was cancelled and converted automatically into the right to receive the Merger Consideration (with any performance-based awards vesting at the greater of the target and actual level of performance, as determined by the Compensation Committee of the Board of Directors of Great Western prior to the Effective Time).
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The information set forth in the Introductory Note and under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
At the Effective Time, Great Western was merged with and into First Interstate pursuant to the Merger Agreement, with First Interstate continuing as the surviving corporation.
The information set forth in the Introductory Note and under Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As of the Effective Time, and pursuant to the terms of the Merger Agreement,
Great Western's directors and executive officers ceased serving as directors and
executive officers of Great Western. In addition, as of the Effective Time and
in accordance with the Merger Agreement, the following individuals, each of whom
was a member of the board of directors of Great Western immediately prior to
consummation of the Merger, were appointed to the board of directors of First
Interstate:
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Effective Time, the Amended and Restated Certificate of Incorporation and
the Amended and Restated Bylaws of Great Western ceased to be in effect by
operation of law and the organizational documents of First Interstate (as
successor to Great Western by operation of law) remained the Third Amended and
Restated Articles of Incorporation of First Interstate, dated
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger, dated as ofSeptember 15, 2021 , by and betweenGreat Western Bancorp, Inc. and First Interstate BancSystem, Inc. (incorporated by reference to Exhibit 2.1 to Great Western's Current Report on Form 8-K, filed with theSEC onSeptember 20, 2021 ). 3.1 Third Amended and Restated Articles of Incorporation of First Interstate, datedSeptember 10, 2019 (incorporated by reference to Exhibit 3.1 to First Interstate's Quarterly Report on Form 10-Q, filed with theSEC onNovember 6, 2019 (File No. 001-34653). 3.2 First Amendment to the Third Amended and Restated Articles of Incorporation of First Interstate (incorporated by reference to Exhibit 3.1 to First Interstate's Current Report on Form 8-K, filed with theSEC onJanuary 20, 2022 ). 3.3 Second Amendment to the Third Amended and Restated Articles of Incorporation of First Interstate (incorporated by reference to Exhibit 3.1 to First Interstate's Current Report on Form 8-K, filed with theSEC onFebruary 1, 2022 ). 3.4 Fourth Amended and Restated Bylaws of First Interstate (incorporated by reference to Exhibit 3.2 to First Interstate's Annual Report on Form 10-K filed with theSEC onMarch 1, 2021 (File No. 001-34653). 3.5 First Amendment to the Fourth Amended and Restated Bylaws of First Interstate (incorporated by reference to Exhibit 3.2 to First Interstate's Current Report on Form 8-K, filed with theSEC onFebruary 1, 2022 ). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
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