8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 18, 2019

FIRST INTERSTATE BANCSYSTEM, INC.

(Exact name of registrant as specified in its charter)

Montana	001-34653	81-0331430
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

401 North 31st Street, Billings, Montana	59116
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number (including area code): (406) 255-5390

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events

Settlement of Certain Litigation Relating to the Merger

On or about February 1, 2019, a purported individual shareholder of Idaho Independent Bank (“IIBK”) filed a lawsuit in the Court for the Fourth Judicial District of the State of Idaho, Ada County (the “Court”), under the caption Parshall v. Idaho Independent Bank, et. al., Case No. CV01-19-02475 (the “Action”). The complaint, which was filed as a putative class action and derivative action on behalf of the individual plaintiff and the public shareholders of IIBK, alleges that the proxy statement/prospectus (the “Proxy Statement/Prospectus”) forming a part of the Form S-4 Registration Statement filed by First Interstate BancSystem, Inc. (“First Interstate”) in connection with the proposed merger of IIBK with First Interstate Bank, the wholly-owned subsidiary of First Interstate, does not contain certain information alleged to be material to the IIBK shareholders concerning the proposed merger. The complaint asserts claims against IIBK’s directors for breach of fiduciary duty, and against First Interstate for aiding and abetting the alleged breach of fiduciary duty. The complaint seeks, among other things, injunctive relief against consummation of the merger and additional, allegedly corrective disclosures as well as unspecified attorneys’ and expert fees.

Solely to avoid the costs, risks, nuisance and uncertainties inherent in litigation and to allow the IIBK shareholders to vote on the proposals required in connection with the proposed merger with First Interstate Bank at the IIBK special meeting of shareholders to be held on March 27, 2019 (the “Special Meeting”), IIBK hereby supplements the disclosures contained in the Proxy Statement/Prospectus (the “Additional Disclosures”). The Additional Disclosures are set forth below and should be read in conjunction with the Proxy Statement/Prospectus.

In light of the Additional Disclosures, the plaintiff has agreed to dismiss the Action with prejudice as to his individual claims and without prejudice to the claims of the members of the putative class. In dismissing the Action, plaintiff has reserved the right to seek an award of attorneys’ fees from the Court.

The agreement to make the Additional Disclosures will not affect the merger consideration to be paid to IIBK’s shareholders or the timing of the Special Meeting.

IIBK and the other defendants, including First Interstate, vigorously deny that the Proxy Statement/Prospectus is deficient in any respect and that the Additional Disclosures are material or required. IIBK and First Interstate believe that the claims asserted in the Action are without merit, and that the Additional Disclosures do not provide information required by the federal securities laws or Idaho law or that is material to the decision of the IIBK shareholders as to how to vote their shares at the Special Meeting. As noted above, the Additional Disclosures are being made solely to eliminate the burden, expense, and nuisance of further litigation, and to avoid any possible delay to the closing of the merger that might arise from further litigation. Nothing in this document shall be deemed an admission of the legal necessity or materiality under any applicable laws for any of the disclosures set forth herein.

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SUPPLEMENT TO PROXY STATEMENT/PROSPECTUS

The following information supplements the Proxy Statement/Prospectus and should be read in connection with the Proxy Statement/Prospectus, which should be read in its entirety. To the extent that information herein differs from or updates information contained in the Proxy Statement/Prospectus, the information contained herein supersedes the information contained in the Proxy Statement/Prospectus. All page references in the information below are to pages in the Proxy Statement/Prospectus, and terms used below have the meanings set forth in the Proxy Statement/Prospectus, unless otherwise defined below. Without admitting in any way that the disclosures below are material or otherwise required by law, IIBK and First Interstate make the following Additional Disclosures:

The disclosure under the heading “DESCRIPTION OF THE MERGER—Opinion of IIBK’s Financial Advisor” beginning on page 35 of the Proxy Statement/Prospectus related to net income estimates for First Interstate for the years ending December 31, 2018 through December 31, 2020, as well as the estimated long-term net income growth rate for the years thereafter and estimated annual dividends per share for the years ending December 31, 2018 through December 31, 2022, as directed by the senior management of First Interstate, is hereby supplemented with the following information:

The publicly available mean analyst net income estimates for First Interstate for the years ending December 31, 2018 through December 31, 2020, as well as a long-term net income growth rate for the years thereafter and annual dividends per share for the years ending December 31, 2018 through December 31, 2022, as directed by the senior management of First Interstate are as follows:

	12/31/2018		12/31/2019		12/31/2020		12/31/2021		12/31/2022
Net Income ($mm)		165		197		203		218		233
Earnings Per Share ($)		2.82		3.23		3.34		3.57		3.82
Dividends Per Share ($)		1.12		1.17		1.17		1.17		1.17

The disclosure under the heading “ DESCRIPTION OF THE MERGER—Opinion of IIBK’s Financial Advisor—IIBK Comparable Company Analyses” on page 39 of the Proxy Statement/Prospectus is hereby supplemented with the following information:

The individual multiples and metrics for the companies observed by Sandler in Sandler’s IIBK Comparable Company Analysis, are attached separately. See IIBK Comparable Companies attached as Exhibit 99.1.

The disclosure under the heading “DESCRIPTION OF THE MERGER—Opinion of IIBK’s Financial Advisor—First Interstate Net Present Value Analyses” on page 45 of the Proxy Statement/Prospectus is supplemented with the following information:

The 2022 terminal value of IIBK common stock was presented as a range. Sandler O’Neill selected the price to earnings and tangible book value multiples for IIBK based on Sandler O’Neill’s review of, among other matters, the respective trading multiples of selected companies that Sandler O’Neill deemed to be comparable to IIBK. The range of discount rates of 9.0% to 15.0% used in the analysis was selected taking into account a capital asset pricing model implied cost of equity calculation. The following table describes the discount rate calculation for IIBK common stock prepared by Sandler O’Neill. In its normal course of business, Sandler O’Neill employs the Duff & Phelps Cost of Capital Navigator in determining an appropriate discount rate in which the discount rate equals the risk-free rate plus the equity risk premium plus the size premium plus the industry premium.

Calculation of Discount Rate
Risk Free Rate	3.50	%
Equity Risk Premium	5.00	%
Size Premium	3.48	%
Industry Premium	0.70	%
Discount Rate	12.68	%

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The disclosure under the heading “DESCRIPTION OF THE MERGER—Opinion of IIBK’s Financial Advisor—Analysis of Selected Merger Transactions “ on page 42 of the Proxy Statement/Prospectus is supplemented with the following information:

The individual multiples and metrics for the companies observed by Sandler in the analysis are attached separately. See Selected Merger Transactions attached as Exhibit 99.2.

The disclosure under the heading “ DESCRIPTION OF THE MERGER—Opinion of IIBK’s Financial Advisor—First Interstate Comparable Company Analysis” on page 43 of the Proxy Statement/Prospectus is supplemented with the following information:

The individual multiples and metrics for the companies observed by Sandler in the analysis are attached separately. See First Interstate Comparable Companies attached as Exhibit 99.3.

The disclosure under the heading “ DESCRIPTION OF THE MERGER—Opinion of IIBK’s Financial Advisor—First Interstate Net Present Value Analysis” on page 45 of the Proxy Statement/Prospectus is supplemented with the following information:

The 2022 terminal value of First Interstate common stock was presented as a range. Sandler O’Neill selected the price to earnings and tangible book value multiples for First Interstate based on Sandler O’Neill’s review of, among other matters, the respective trading multiples of selected companies that Sandler O’Neill deemed to be comparable to First Interstate. The following table describes the discount rate calculation for First Interstate common stock prepared by Sandler O’Neill. In its normal course of business, Sandler O’Neill employs the Duff & Phelps Cost of Capital Navigator and Bloomberg in determining an appropriate discount rate in which the discount rate equals the risk-free rate plus the product of the 2-year adjusted beta for First Interstate common stock and the equity risk premium, plus the size premium.

Calculation of Discount Rate
Risk Free Rate	3.50	%
2 Year Beta of Stock	106.5	%
Equity Risk Premium	5.00	%
Size Premium	0.96	%
Discount Rate	9.79	%

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The disclosure under the heading “ DESCRIPTION OF THE MERGER—Opinion of IIBK’s Financial Advisor—Pro Forma Merger Analysis” on page 46 of the Proxy Statement/Prospectus is supplemented with the following information:

Sandler used the following assumptions related to the transaction expenses, purchase accounting adjustments, cost savings, and revenue impacts following the close of the proposed transaction:

(a) Cost Savings of approximately 56% of IIBK initial noninterest expense base (75% of cost savings realized in 2019, 100% realized in 2020 and thereafter);

(b) Transaction expenses of approximately $16.9 million on a pre-tax basis;

(c) Core Deposit Intangible of approximately $14.9 million (2.5%), amortized over 10 years using the sum-of-the-years digits method;

(d) Negative credit mark on loans of approximately $3.8 million;

(e) Negative rate mark on loans of approximately $8.9 million, accreted over 5 years using the straight-line method;

(f) Discount on available for sale securities of approximately $128,000, accreted over 2 years using the straight-line method;

(g) A $379,000 write-off associated with computer equipment and software;

(h) A write-up of approximately $5.7 million associated with property, plant and equipment (“PP&E”), accreted over 15 years using the straight-line method;

(i) A write-up of approximately $3.2 million associated with other real estate owned;

(j) A write-down of approximately $500,000 associated with time deposits;

(k) A write-up of approximately $192,000 associated with Federal Home Loan Bank borrowings, accreted over 2 years using the straight-line method;

(l) A write-up associated with the non-qualified retirement plan of approximately $2.6 million.

The analysis indicated that the merger could be accretive to First Interstate’s earnings per share (excluding one-time transaction costs and expenses) in the years ending December 31, 2019 through December 31, 2022 by approximately 1.5%, 2.9%, 3.2% and 3.3%, respectively. The analysis indicated that the merger could be dilutive to First Interstate’s estimated tangible book value per share at the completion of the merger and at December 31, 2019 and December 31, 2020, by approximately 1.8%, 1.3% and 0.6%, respectively.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (1) the benefits of the proposed merger between First Interstate, First Interstate Bank and IIBK, including anticipated future results, cost savings and accretion to reported earnings that may be realized from the proposed merger; (2) First Interstate’s, First Interstate Bank’s and IIBK’s plans, objectives, expectations and intentions and other statements contained in this presentation that are not historical facts; and (3) other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” or words of similar meaning.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. The following factors, among others, could cause actual results to differ materially from the anticipated results expressed in the forward-looking statements: the businesses of First Interstate, First Interstate Bank and IIBK may not be combined successfully, or such combination may take longer than expected; the cost savings from the proposed merger may not be fully realized or may take longer than expected; operating costs, customer loss and business disruption following the proposed merger may be greater than expected; governmental approvals of the proposed merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the proposed merger or

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otherwise; the shareholders of IIBK may fail to approve the proposed merger; credit and interest rate risks associated with First Interstate’s, First Interstate Bank’s and IIBK’s respective businesses; and difficulties associated with achieving expected future financial results. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in First Interstate’s reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the SEC and available at the SEC’s Internet website (www.sec.gov). All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to First Interstate, First Interstate Bank or IIBK or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, First Interstate, First Interstate Bank and IIBK do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.

Additional Information and Where to Find It

This communication is being made in respect of the proposed merger. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.

In connection with the proposed transaction, First Interstate has filed a registration statement on Form S-4 with the SEC, which includes a proxy statement of IIBK and a prospectus of First Interstate, and First Interstate will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of IIBK are urged to carefully read the entire registration statement and proxy statement/prospectus, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The documents filed by First Interstate with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by First Interstate may be obtained free of charge at its website at www.fibk.com or by contacting First Interstate BancSystem, Inc., 401 North 31st Street, Billings, Montana 59116, Attention: Marcy Mutch, Chief Financial Officer, telephone 406-255-5312.

First Interstate, First Interstate Bank and IIBK and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies of IIBK’s shareholders in connection with the proposed transaction. Information about the directors and executive officers of First Interstate and their ownership of First Interstate common stock is set forth in the preliminary proxy statement for First Interstate’s 2019 Annual Meeting of Shareholders, as filed with the SEC on Schedule 14A on March 1, 2019. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the proxy statement/prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.

Item 9.01 Financial Statements and Exhibits

(a)	Financial Statements of Businesses Acquired. Not applicable.
(b)	Pro Forma Financial Information. Not applicable.
(c)	Shell Company Transactions. Not applicable.
(d)	Exhibits	Description
	99.1	IIBK Comparable Companies.
	99.2	Selected Merger Transactions.
	99.3	First Interstate Comparable Companies.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	FIRST INTERSTATE BANCSYSTEM, INC.
Date: March 18, 2019	By:	/s/ Kevin P. Riley
		Kevin P. Riley
		President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

	Publicly-Traded Western Region Banks With Total Assets $500 Million—$1 Billion
Financials as of June 30, 2018 unless otherwise noted					Market Data (as of 10/10/2018)													YTD Profitability						Balance Sheet Ratios¹
Company Name	City, St	Ticker	Total Assets ($mm)		Mkt Cap ($mm)		Stock Price ($)		Price/ Tang. Book Value (%)		Price/ YTD Ann. EPS (x)		1 yr Price Change (%)			Div. Yield (%)		YTD Eff. Ratio (%)		YTD NIM (%)		YTD ROAA (%)		TCE/ TA (%)		CRE Conc. Ratio (%)		Loan/ Dpts. (%)		NPAs/ Assets (%)
Seacoast Commerce Banc Holdings	San Diego, CA	SCBH		998		207		22.15		268		16.3		10.8			1.6		67.7		5.67		1.31		9.2		218		104		0.38
OP Bancorp	Los Angeles, CA	OPBK		979		177		11.35		146		12.1		23.4			0.0		58.2		4.48		1.52		12.4		252		101		0.10
First Choice Bancorp	Cerritos, CA	FCBP		963		306		26.25		175		16.4		8.5			3.0		56.2		4.52		1.28		11.3		305		101		0.20
California BanCorp	Lafayette, CA	CALB		911		178		22.30		179		17.7		20.5			0.0		66.0		4.08		0.92		9.2		235		94		0.39
Pacific Financial Corporation	Aberdeen, WA	PFLC		887		132		12.50		176		13.3		34.4			2.0		74.5		4.38		1.10		8.6		230		93		0.20
Suncrest Bank	Visalia, CA	SBKK		883		164		13.25		202		18.9		25.0			0.0		52.8		4.36		0.93		9.7		266		85		0.24
United Security Bancshares	Fresno, CA	UBFO		879		187		11.07		186		14.2		15.3			3.6		56.5		4.22		1.56		11.5		234		76		2.53
Community West Bancshares	Goleta, CA	CWBC		865		99		12.00		135		13.3		15.4			1.7		70.8		4.12		0.89		8.5		301		108		1.07
Presidio Bank	San Francisco, CA	PDOB		853		164		26.50		203		16.0		32.5			0.0		60.5		4.20		1.25		9.5		393		86		0.00
Coastal Financial Corporation	Everett, WA	CCB		851		200		16.82		225		19.1		—			0.0		67.5		4.16		1.01		8.2		373		94		0.24
Avidbank Holdings, Inc.	San Jose, CA	AVBH		845		148		24.75		158		14.9		23.8			0.0		63.8		4.52		1.17		11.1		378		102		0.27
Eagle Bancorp Montana, Inc.	Helena, MT	EBMT		827		99		18.25		128		26.1		(6.1	)		2.0		83.6		3.85		0.46		9.6		195		97		0.24
Plumas Bancorp	Quincy, CA	PLBC		765		128		25.09		216		9.7		14.0			1.4		53.0		4.60		1.83		7.8		209		76		0.39
Citizens Bancorp	Corvallis, OR	CZBC		761		116		21.44		175		15.1		42.9			1.7		59.2		3.56		1.08		9.6		129		62		0.39
Private Bancorp of America, Inc.	La Jolla, CA	PBAM		711		131		26.00		163		32.5		11.8			0.0		77.2		3.96		0.61		12.1		368		101		0.21
Sound Financial Bancorp, Inc.	Seattle, WA	SFBC		686		96		38.40		145		13.3		15.8			1.5		69.0		4.31		1.08		9.8		333		110		0.87
Valley Republic Bancorp	Bakersfield, CA	VLLX		683		133		33.75		215		15.1		38.4			0.0		53.2		3.38		1.27		9.0		195		76		0.00
Mission Bancorp	Bakersfield, CA	MSBC		682		141		80.01		241		12.5		78.7			0.0		47.2		4.33		2.09		8.6		268		85		0.03
American River Bankshares	Rancho Cordova, CA	AMRB		675		88		15.06		159		17.1		(0.4	)		1.3		67.0		3.30		0.77		8.4		306		51		1.36
State Bank Corp.	Lake Havasu City, AZ	SBAZ		642		121		14.95		230		15.3		81.9			1.6		61.8		3.80		1.26		9.3		269		65		1.28
Santa Cruz County Bank	Santa Cruz, CA	SCZC		635		130		53.45		208		12.4		35.2			0.6		50.5		4.58		1.66		9.8		335		84		0.00
1st Capital Bank	Salinas, CA	FISB		610		89		18.80		162		15.9		31.9			0.0		67.5		3.74		0.94		9.0		339		86		0.08
American Riviera Bank	Santa Barbara, CA	ARBV		591		86		19.25		166		15.0		10.0			0.0		62.5		4.52		1.05		8.7		410		90		0.02
Baker Boyer Bancorp	Walla Walla, WA	BBBK		591		85		66.00		162		13.6		(2.9	)		4.5		76.8		3.49		1.03		8.9		154		56		0.47
Summit State Bank	Santa Rosa, CA	SSBI		586		88		14.55		158		13.7		15.0			3.3		59.9		3.72		1.11		9.6		326		91		0.72

	Publicly-Traded Western Region Banks With Total Assets $500 Million—$1 Billion
Financials as of June 30, 2018 unless otherwise noted					Market Data (as of 10/10/2018)													YTD Profitability						Balance Sheet Ratios¹
Company Name	City, St	Ticker	Total Assets ($mm)		Mkt Cap ($mm)		Stock Price ($)		Price/ Tang. Book Value (%)		Price/ YTD Ann. EPS (x)		1 yr Price Change (%)			Div. Yield (%)		YTD Eff. Ratio (%)		YTD NIM (%)		YTD ROAA (%)		TCE/ TA (%)		CRE Conc. Ratio (%)		Loan/ Dpts. (%)		NPAs/ Assets (%)
CommerceWest Bank	Irvine, CA	CWBK		550		96		25.37		168		18.1		14.3			2.7		56.3		4.11		0.99		10.5		303		90		0.17
Bank of Southern California, National Association	San Diego, CA	BCAL		521		130		15.45		143		19.8		14.4			0.0		61.3		4.21		0.94		14.5		211		94		0.14
Pacific Enterprise Bancorp	Irvine, CA	PEBN		509		68		22.00		141		19.5		11.2			0.0		81.2		4.95		0.69		9.5		156		90		0.22
		High		998		306		—		268		32.5		81.9			4.5		83.6		5.67		2.09		14.5		410		110		2.53
		Low		509		68		—		128		9.7		(6.1	)		0.0		47.2		3.30		0.46		7.8		129		51		0.00
		Mean		748		135		—		180		16.3		22.8			1.2		63.6		4.18		1.14		9.8		275		87		0.44
		Median		736		130		—		171		15.2		15.4			0.9		62.1		4.21		1.08		9.5		268		90		0.24
Idaho Independent Bank²	Coeur d’Alene, ID	IIBK		742		110		14.66		156		15.5		35.1			0.0		69.4		3.97		1.06		9.8		199³		59		0.26³

Note:

1: Bank-level financials used where holding company information not available

2: Preliminary September 30, 2018 financial information, unless otherwise noted

3: Ratios as of June 30, 2018

Financials not adjusted to reflect pending or recently completed acquisitions. Market cap reflects shares issued in transactions which have closed since June 30, 2018

Source: S&P Global Market Intelligence; excludes targets of announced mergers

EX-99.2

Exhibit 99.2

Nationwide Bank Deals Announced Between January 1, 2018 and October 10, 2018 with Target Assets Between $500 Million and $1 Billion
				Transaction Information								Seller Financial Information
Acquiror	Target	Annc. Date		Deal Value ($mm)		Price/ LTM EPS (x)		Price/ TBVPS (%)		Core Deposit Prem. (%)		Total Assets ($mm)		Total Equity ($mm)		TCE/ TA (%)		LTM ROAA (%)		LTM ROAE (%)		NPAs/ Assets (%)
American National Bankshares Inc. (VA)	HomeTown Bankshares Corporation (VA)		10/1/2018		95.3		27.4		182		11.0		558		52		9.3		0.64		6.9		1.59
Park National Corporation (OH)	CAB Financial Corporation (SC)		9/13/2018		140.3		28.0		183		12.9		731		79		10.2		0.70		6.3		0.58
Banner Corporation (WA)	Skagit Bancorp, Inc. (WA)		7/25/2018		192.4		21.6		240		15.5		922		80		8.7		0.98		11.3		0.36
ConnectOne Bancorp, Inc. (NJ)	Greater Hudson Bank (NY)		7/12/2018		76.3		36.3		135		5.7		501		57		11.3		0.41		3.5		1.59
Northwest Bancshares, Inc. (PA)	Donegal Financial Services Corp. (PA)		6/12/2018		86.1		20.3		174		7.4		577		86		13.8		0.82		5.5		0.32
Seacoast Banking Corporation of Florida (FL)	First Green Bancorp, Inc. (FL)		6/11/2018		135.1		35.8		178		13.3		731		77		10.5		0.91		8.1		0.07
German American Bancorp, Inc. (IN)	First Security, Inc. (KY)		5/22/2018		103.3		35.5		162		11.1		586		59		9.2		0.48		5.0		2.04
Stifel Financial Corp. (MO)	Business Bancshares, Inc. (MO)		5/10/2018		120.8		27.2		173		16.2		619		74		12.0		0.86		7.3		1.03
First Interstate BancSystem, Inc. (MT)	Northwest Bancorporation, Inc. (WA)		4/25/2018		155.6		28.8		219		13.9		827		82		8.6		0.70		7.0		0.64
Private Investor—Gaylon Lawrence Jr. (-)	Volunteer State Bancshares, Inc. (TN)		4/25/2018		127.5		28.1		234		20.3		622		61		9.8		1.50		14.5		1.39
National Commerce Corporation (AL)	Landmark Bancshares, Inc. (GA)		4/24/2018		115.4		16.0		222		17.7		595		70		10.8		1.36		11.9		1.11
RBB Bancorp (CA)	First American International Corp. (NY)		4/23/2018		116.8		19.2		177		12.1		873		79		7.3		0.95		10.6		0.30
BancorpSouth Bank (MS)	Icon Capital Corporation (TX)		4/18/2018		132.7		19.2		198		13.3		794		75		9.4		1.00		10.6		2.52
QCR Holdings, Inc. (IL)	Springfield Bancshares, Inc. (MO)		4/18/2018		84.3		17.4		184		13.6		563		49		8.6		1.56		17.3		0.18
Triumph Bancorp, Inc. (TX)	First Bancorp of Durango, Inc. (IL)		4/9/2018		134.5		36.4		203		12.7		634		56		8.5		0.94		9.3		1.22
HarborOne Bancorp, Inc. (MHC) (MA)	Coastway Bancorp, Inc. (RI)		3/14/2018		125.6		44.1		174		14.2		739		71		9.7		0.39		3.7		1.94
Civista Bancshares, Inc. (OH)	United Community Bancorp (IN)		3/12/2018		118.5		34.0		165		10.3		546		72		12.7		0.61		4.6		0.39
First Choice Bancorp (CA)	Pacific Commerce Bancorp (CA)		2/26/2018		114.4		23.5		194		15.5		536		64		11.3		0.88		7.4		0.20

Nationwide Bank Deals Announced Between January 1, 2018 and October 10, 2018 with Target Assets Between $500 Million and $1 Billion
					Transaction Information								Seller Financial Information
Acquiror	Target		Annc. Date		Deal Value ($mm)		Price/ LTM EPS (x)		Price/ TBVPS (%)		Core Deposit Prem. (%)		Total Assets ($mm)		Total Equity ($mm)		TCE/ TA (%)		LTM ROAA (%)		LTM ROAE (%)		NPAs/ Assets (%)
Mechanics Bank (CA)		Learner Financial Corporation (CA)		2/12/2018		124.9		37.6		170		9.3		692		69		9.9		0.56		5.6		0.79
Mid Penn Bancorp, Inc. (PA)		First Priority Financial Corp. (PA)		1/16/2018		90.7		32.6		194		11.2		612		50		7.3		0.52		6.1		0.37
		(20 Transactions)		High		192.4		44.1		240		20.3		922		86		13.8		1.56		17.3		2.52
				Low		76.3		16.0		135		5.7		501		49		7.3		0.39		3.5		0.07
				Mean		119.5		28.4		188		12.9		663		68		9.9		0.84		8.1		0.93
				Median		119.6		28.0		182		13.1		621		71		9.7		0.84		7.2		0.72
				Idaho Independent Bank¹		183.1		34.3		245		18.4²		742		72		9.8		0.74		7.7		0.26	4
												18.3³

Note:

1: Preliminary September 30, 2018 financial information, unless otherwise noted

2: Core deposits defined as total deposits less time deposits greater than $100,000; assumes percentage of core deposits from June 30, 2018 financials applied to September 30, 2018 total deposits

3: Core deposits defined as total deposits less time deposits greater than $250,000; assumes percentage of core deposits from June 30, 2018 financials applied to September 30, 2018 total deposits

4: Ratio as of June 30, 2018

Excludes transactions where deal value was not reported

Source: S&P Global Market Intelligence; data as of October 10, 2018

EX-99.3

Exhibit 99.3

Exchange-Traded Nationwide Banks With Total Assets $10 Billion—$15 Billion¹
Financials as of June 30, 2018 unless otherwise noted					Market Data (as of 10/10/2018)																	YTD Profitability						Balance Sheet Ratios
Company Name	City, St	Ticker	Total Assets ($mm)		Mkt Cap ($mm)		Stock Price ($)		Price/ Tang. Book Value (%)		Price/ YTD Ann. EPS (x)		Price/ Est. 2018 EPS (x)		Price/ Est. 2019 EPS (x)		Div. Yield (%)		1 Yr Price Change (%)			YTD Eff. Ratio (%)		YTD NIM (%)		YTD ROAA (%)		TCE/ TA (%)		CRE Conc. Ratio (%)		Loan/ Dpts (%)		NP As/ Assets (%)
Home BancShares, Inc.	Conway, AR	HOMB		14,924		3,794		21.72		289		12.6		12.3		11.3		2.2		(15.6	)		37		4.43		2.09		9.4		286		102		0.49
Hope Bancorp, Inc.	Los Angeles, CA	HOPE		14,870		2,099		16.15		149		10.9		11.1		10.5		3.5		(10.3	)		49		3.61		1.37		9.9		348		100		1.02
First Midwest Bancorp, Inc.	Chicago, IL	FMBI		14,818		2,746		26.62		243		21.8		16.3		13.0		1.7		13.0			59		3.82		0.88		8.0		210		95		0.46
South State Corporation	Columbia, SC	SSB		14,566		2,954		80.50		232		17.9		14.2		13.5		1.7		(13.3	)		56		4.20		1.14		9.5		215		93		0.29
First Financial Bancorp.	Cincinnati, OH	FFBC		13,920		2,860		29.21		265		17.4		13.2		12.4		2.7		10.0			53		3.99		1.17		8.4		219		88		0.46
Hilltop Holdings Inc.	Dallas, TX	HTH		13,689		1,891		19.99		116		16.7		13.3		11.6		1.4		(24.0	)		88		3.47		0.89		12.1		148		109		0.34
Trustmark Corporation	Jackson, MS	TRMK		13,525		2,294		33.92		193		15.0		15.1		14.7		2.7		0.2			66		3.49		1.13		9.1		205		82		0.76
Union Bankshares Corporation	Richmond, VA	UBSH		13,066		2,541		38.51		232		19.9		15.1		13.2		2.4		7.9			56		3.73		0.98		8.9		309		95		0.38
Columbia Banking System, Inc.	Tacoma, WA	COLB		12,629		2,792		38.10		243		17.0		15.4		14.1		2.7		(9.6	)		55		4.26		1.30		9.7		191		81		0.73
United Community Banks, Inc.	Blairsville, GA	UCBI		12,386		2,165		27.36		206		14.1		12.8		11.6		2.2		(4.5	)		55		3.82		1.27		8.7		199		83		0.58
Great Western Bancorp, Inc.	Sioux Falls, SD	GWB		12,009		2,467		41.87		231		10.7		14.1		12.5		2.4		2.5			47		3.92		1.31		9.5		238		98		1.42
International Bancshares Corporation	Laredo, TX	IBOC		11,989		2,828		42.76		177		13.3		—		—		2.0		1.7			51		3.77		1.80		13.6		180		74		0.77
Berkshire Hills Bancorp, Inc.	Boston, MA	BHLB		11,902		1,842		40.55		200		15.7		14.6		13.4		2.2		3.7			59		3.44		1.02		8.1		226		100		0.31
Glacier Bancorp, Inc.	Kalispell, MT	GBCI		11,898		3,703		43.81		327		21.9		19.5		17.9		2.4		16.1			55		4.11		1.50		9.8		200		85		0.83
Cadence Bancorporation	Houston, TX	CADE		11,306		2,079		24.86		193		12.0		12.3		10.7		2.4		8.9			49		3.62		1.57		9.8		94		97		0.58
Heartland Financial USA, Inc.	Dubuque, IA	HTLF		11,302		1,981		57.53		244		17.8		15.2		13.3		1.0		13.9			67		4.22		1.00		7.5		188		79		0.61
Ameris Bancorp	Moultrie, GA	ABCB		11,191		2,131		44.86		262		24.4		13.6		10.5		0.9		(12.1	)		57		3.90		0.88		7.7		280		98		0.86
Customers Bancorp, Inc.	Wyomissing, PA	CUBI		11,093		737		23.28		105		9.0		8.7		7.5		0.0		(29.6	)		61		2.63		0.91		6.3		440		125		0.35
WesBanco, Inc.	Wheeling, WV	WSBC		10,947		2,348		43.03		231		14.6		13.9		13.1		2.7		1.3			54		3.39		1.28		8.4		210		89		0.39
TowneBank	Portsmouth, VA	TOWN		10,832		2,184		30.51		226		18.2		15.2		13.9		2.1		(12.5	)		63		3.60		1.22		9.4		250		102		0.47
Community Bank System, Inc.	De Witt, NY	CBU		10,633		3,134		61.33		353		18.6		19.2		19.0		2.5		9.1			57		3.69		1.58		8.6		82		73		0.26
Renasant Corporation	Tupelo, MS	RNST		10,544		2,334		39.73		212		13.9		13.1		11.7		2.0		(7.9	)		60		4.14		1.38		9.3		242		96		0.38
CenterState Bank Corporation	Winter Haven, FL	CSFL		10,537		2,616		27.38		261		16.9		13.5		12.2		1.5		0.1			51		4.41		1.32		8.9		282		86		0.37
Banner Corporation	Walla Walla, WA	BANR		10,379		1,964		60.62		198		16.0		16.2		14.4		2.5		(2.1	)		66		4.34		1.20		9.8		286		91		0.27
Banc of California, Inc.	Santa Ana, CA	BANC		10,319		945		18.65		140		37.3		28.4		15.6		2.8		(9.5	)		75		2.97		0.46		6.6		291		99		0.28

Exchange-Traded Nationwide Banks With Total Assets $10 Billion—$15 Billion¹
Financials as of June 30, 2018 unless otherwise noted					Market Data (as of 10/10/2018)																	YTD Profitability						Balance Sheet Ratios
Company Name	City, St	Ticker	Total Assets ($mm)		Mkt Cap ($mm)		Stock Price ($)		Price/ Tang. Book Value (%)		Price/ YTD Ann. EPS (x)		Price/ Est. 2018 EPS (x)		Price/ Est. 2019 EPS (x)		Div. Yield (%)		1 Yr Price Change (%)			YTD Eff. Ratio (%)		YTD NIM (%)		YTD ROAA (%)		TCE/ TA (%)		CRE Conc. Ratio (%)		Loan/ Dpts (%)		NP As/ Assets (%)
Independent Bank Group, Inc.	McKinney, TX	IBTX		10,017		2,024		66.40		263		16.3		14.4		12.1		0.8		7.4			49		4.01		1.32		8.3		394		102		0.17
		High		14,924		3,794		—		353		37.3		28.4		19.0		3.5		16.1			88		4.43		2.09		13.6		440		125		1.42
		Low		10,017		737		—		105		9.0		8.7		7.5		0.0		(29.6	)		37		2.63		0.46		6.3		82		73		0.17
		Mean		12,127		2,364		—		223		16.9		14.8		13.0		2.0		(2.1	)		57		3.81		1.23		9.1		239		93		0.53
		Median		11,900		2,314		—		231		16.5		14.2		13.0		2.2		0.2			56		3.82		1.24		9.0		223		95		0.46
First Interstate BancSystem, Inc.	Billings, MT	FIBK		12,236		2,781		45.90		278		16.5		15.6		14.0		2.4		18.1			59		3.78		1.29		8.2		185		78		0.75

Note:

1: First BanCorp. (NYSE: FBP) removed due to elevated NPAs / Assets of 8.19%

Financials not adjusted to reflect pending or recently completed acquisitions. Market cap reflects shares issued in transactions which have closed since June 30, 2018

Source: S&P Global Market Intelligence, excludes targets of announced mergers