Item 2.01
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Completion of Acquisition or Disposition of Assets.
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On October 1, 2021, Glacier Bancorp, Inc., a Montana corporation (“GBCI”), completed its previously announced merger (the “Merger”) with Altabancorp, a Utah corporation (the “Company”), pursuant to a Plan and Agreement of Merger, dated as of May 18, 2021 (the “Merger Agreement”), by and among the Company, its wholly owned subsidiary, Altabank, a Utah state-chartered bank, GBCI and its wholly owned subsidiary, Glacier Bank, a Montana state-chartered bank. At the effective time of the Merger (the “Effective Time”), the Company merged with and into GBCI, with GBCI as the surviving entity. Immediately following the Merger, Altabank merged with and into Glacier Bank, with Glacier Bank surviving as a wholly owned subsidiary of GBCI.
Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of Company common stock, par value $0.01 per share (the “Company Common Stock”), outstanding immediately prior to the Effective Time converted into the right to receive 0.7971 shares of common stock, par value $0.01 per share (the “GBCI Common Stock”), of GBCI (the “Merger Consideration”), together with cash in lieu of fractional shares.
Furthermore, in conjunction with the Merger, each outstanding restricted stock unit under the Altabancorp 2020 Equity Incentive Plan, the People’s Utah Bancorp 2014 Incentive Plan, and, if and as applicable, the People’s Utah Bancorp Amended and Restated 2008 Stock Incentive Plan (the “Company Stock Plans”) automatically vested and was settled, and each share of Company Common Stock issued as a result became entitled to receive the Merger Consideration and cash in lieu of fractional shares of Company Common Stock. Outstanding options to purchase shares of Company Common Stock under the Company Stock Plans (the “Company Options”), whether vested or unvested, were automatically canceled at the Effective Time, and the holders of Company Options were paid in cash an amount per share equal to the spread, between (a) the product of the GBCI Average Closing Price (as defined in the Merger Agreement) multiplied by the Merger Consideration (the “Total Consideration Value Per Share”) and (b) the exercise price per share of such Company Option, net of any cash which must be withheld under applicable tax laws.
The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 19, 2021, and is incorporated herein by reference.