First Interstate BancSystem, Inc. (NasdaqGS:FIBK) entered into a definitive agreement to acquire Great Western Bancorp, Inc. (NYSE:GWB) for $2 billion on September 15, 2021. Under the terms of the agreement, GWB shareholders will receive 0.8425 shares of FIBK Class A common stock for each GWB share they own. Following completion of the transaction, GWB shareholders will collectively own 43% of the combined company. The Scott family will remain significant shareholders in FIBK and family members will continue to serve in Board positions post-transaction. Under the terms of the agreement, GWB will merge into FIBK and the combined holding company and bank will operate under the First Interstate name and brand with the company's headquarters remaining in Billings, Montana. The Merger Agreement provides certain termination rights for both FIBK and GWB. and further provides that, upon termination of the Merger Agreement under certain circumstances, a termination fee of $105 million will be payable by FIBK to GWB or a termination fee of $70 million will be payable by GWB to FIBK. Upon close of the transaction, five directors from GWB will join the FIBK Board of Directors. On January 19, 2022, James R. Scott, Jr., a member of the Board of Directors of First Interstate BancSystem, Inc. (“FIBK”), informed FIBK of his resignation from the Board.

The transaction is subject to authorization for listing on NASDAQ of the shares of FIBK Class A Common Stock to be issued in the Merger, he receipt of specified governmental consents and approvals, including from the Board of Governors of the Federal Reserve System, the Montana Division of Banking and Financial Institutions, and the Division of Banking of the South Dakota Department of Labor and Regulation, and termination or expiration of all applicable waiting periods in respect thereof, in each case without the imposition of a Burdensome Condition, effectiveness of the registration statement on Form S-4 for the FIBK Class A Common Stock to be issued in the Merger, and shareholder approvals. The transaction was unanimously approved by both companies' Boards of Directors. As of December 22, 2021, Great Western Bancorp and First Interstate BancSystem jointly announced that they have received the required regulatory clearances from the Board of Governors of the Federal Reserve System and the Montana Division of Banking and Financial Institutions 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 shareholder's meeting of both companies are scheduled to take place on January 19, 2022. As of January 20, 2022, Great Western announced it received all required regulatory clearances. As on January 19, 2022, shareholders of FIBK and stockholders of GWB approved the transaction. The transaction is expected to close during the first calendar quarter of 2022 and the conversion of GWB branches to FIBK branches is expected to take place during the second calendar quarter of 2022. As of December 22, 2021, The merger of GWB into FIBK and the transaction is expected to close in February 2022. As of January 20, 2022, The merger is expected to be completed on or around February 1, 2022. The transaction is expected to be 20% accretive to earnings per share in 2023. Joseph Berry, Jordan Banov and Graham Hixon of Keefe, Bruyette & Woods, A Stifel Company, served as lead financial advisor and fairness opinion provider to FIBK. Barclays also served as a financial advisor and fairness opinion provider to FIBK, and Margaret E. Tahyar, George R. Bason Jr., Evan Rosen, Shane Tintle, Adam Kaminsky, David H. Schnabel and Andrew Ditchfield of Davis Polk & Wardwell LLP served as FIBK's legal advisor. Piper Sandler & Co. served as GWB's exclusive financial advisor and fairness opinion provider and Jacob A. Kling of Wachtell, Lipton, Rosen & Katz served as legal advisor to GWB. Goldman Sachs & Co. LLC served as financial advisor and Latham & Watkins LLP served as legal advisor to the Scott Family FIBK Shareholder Group in connection with the transaction. MacKenzie Partners, Inc. served as proxy solicitor to First Interstate and received a fee of $20,000. Innisfree M&A Inc. served as proxy solicitor to Great Western Bancorp and received a fee of $30,000. Mark D. Gerstein and Bradley Faris of Latham & Watkins LLP acted as legal advisors for First Interstate.

First Interstate BancSystem, Inc. (NasdaqGS:FIBK) completed the acquisition of Great Western Bancorp, Inc. (NYSE:GWB) on February 1, 2022.