| Item 2.01 |
Completion of Acquisition or Disposition of Assets.
|
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.
| Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
|
The information set forth in Item 2.01 of this Current Report on
Form 8-K is incorporated
into this Item 3.01 by reference.
On October 1, 2021, the Company notified The Nasdaq Stock
Market LLC (“Nasdaq”) that the Merger had closed and requested that
trading in Company Common Stock be suspended and the listing of
Company Common Stock be withdrawn, in each case prior to the
opening of trading on October 1, 2021. The Company also
requested that Nasdaq file with the Securities and Exchange
Commission (the “SEC”) a notification of removal from listing and
deregistration of Company Common Stock on Form 25 to effect the
delisting of all shares of Company Common Stock from Nasdaq and the
deregistration of such Company Common Stock under
Section 12(b) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). As a result, the Company Common Stock
will no longer be listed on Nasdaq.
