Glacier Bancorp, Inc. (NasdaqGS:GBCI) signed a definitive agreement to acquire State Bank Corp. (OTCPK:SBAZ) for approximately $140 million on September 30, 2019. Under the terms of the transaction, the shareholders of State Bank Corp. will receive 0.3706 shares of Glacier Bancorp, Inc.'s stock and $1.69 in cash for each share. The exchange ratio is fixed with collars set between $34.97 and $47.31. The cash portion of each unit is subject to adjustment. Upon closing of the transaction, State Bank of Arizona, subsidiary of State Bank Corp., will merge into Glacier Bancorp, Inc.'s Foothills Bank Division. The combined entity will operate as Foothills Bank, Division of Glacier Bank. In the event of termination of the transaction, State Bank Corp. will pay a termination fee of $6 million. Brian M. Riley, President and Chief Executive Officer (CEO) of State Bank Corp., will assume the role of President and CEO and will run the overall operations of the expanded Foothills Bank, Division.

The transaction is subject to State Bank Corp. shareholder and regulatory approval and other customary conditions of closing including that dissenting shares must not represent more than 10% of the outstanding shares of State Bank Corp. stock. The Boards of Glacier Bancorp, Inc. and State Bank Corp. unanimously approved the transaction. Board of State Bank Corp. recommends the shareholders to vote in favor of the transaction. The State Bank Corp. special meeting of shareholders will be held on November 21, 2019. On November 21, 2019, the shareholders of State Bank approved the transaction. Closing of the transaction is anticipated to take place late in the fourth quarter of 2019 or early in the first quarter of 2020. As of January 27, 2020, the transaction is expected to close on or around February 29, 2020. The transaction will be immediately accretive to earnings per share of Glacier Bancorp, Inc., excluding one-time transaction-related expenses.

Keefe, Bruyette & Woods acted as financial advisor and Stephen M. Klein and David G. Post of Miller Nash Graham & Dunn LLP acted as legal advisor for Glacier Bancorp, Inc. Nathan J. Ail and Rory A. McKinney of D.A. Davidson & Co. acted as financial advisors and Richard Schaberg of Hogan Lovells US LLP acted as legal advisor for State Bank Corp. D.A. Davidson & Co. acted as fairness opinion provider for State Bank Corp. American Stock Transfer & Trust Company, LLC acted as an exchange agent for State Bank Corp. State Bank Corp. agreed to pay Davidson a cash fee of $0.15 million concurrently with the rendering of iopinion. SBC will pay to Davidson at the time of closing of the merger a contingent cash fee equal to 1.125% of the aggregate consideration. Regan & Associates, Inc. acted as proxy solicitor to State Bank for a fee of $9,000.

Glacier Bancorp, Inc. (NasdaqGS:GBCI) completed the acquisition of State Bank Corp. (OTCPK:SBAZ) on February 29, 2020.