Item 2.01 Completion of Acquisition or Disposition of Assets
As described above, at the Effective Time, the Company completed its previously
announced acquisition of Teton. At the Effective Time, each share of Teton
common stock issued and outstanding immediately prior to the Effective Time,
excluding any Cancelled Shares and Dissenting Shares (each as defined in the
Merger Agreement), was automatically converted into the right to receive (i) a
number of shares of Company common stock obtained by dividing 1,337,808 (such
number of shares of Company common stock, the "Aggregate Stock Consideration")
by the number of Teton shares of common stock issued and outstanding immediately
prior to the Effective Time, but excluding Cancelled Shares ("Company Closing
Shares"), plus (ii) an amount of cash equal to $11,500,000, divided by the
number of Company Closing Shares. Prior to the closing of the Merger, the
Company and Teton agreed to decrease the Aggregate Stock Consideration from
1,373,661 shares of Company common stock to 1,337,808 shares of Company common
stock pursuant to Section 8.1(i) of the Merger Agreement.
At the Effective Time, 29,477,707 shares of Teton common stock were issued and
outstanding. As a result, each share of Teton common stock was converted into
the right to receive 0.0454 shares of Company common stock and $0.39 in cash.
Immediately following the Effective Time, Rocky Mountain Bank, a
Wyoming-chartered bank and wholly owned subsidiary of Teton, was merged with and
into First Western Trust Bank, a Colorado state bank and wholly owned subsidiary
of the Company. The Company's expanded Colorado state bank subsidiary will
continue to be operated under the "First Western Trust Bank" name.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby is not complete and is subject to and qualified in its
entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to
the Current Report on Form 8-K filed by the Company with the Securities and
Exchange Commission on July 22, 2021 and the terms of which are incorporated by
reference herein.
Item 7.01 Regulation FD Disclosures
On January 3, 2022, the Company issued a press release announcing completion of
the Merger. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The Company intends to file the financial statements of Teton required by Item
9.01(a) as part of an amendment to this Current Report on Form 8-K not later
than 71 calendar days after the date that this Current Report on Form 8-K is
required to be filed.
(b) Pro Forma Financial Information.
The Company intends to file the pro forma financial information required by Item
9.01(b) as part of an amendment to this Current Report on Form 8-K not later
than 71 calendar days after the date that this Current Report on Form 8-K is
required to be filed.
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(d) Exhibits.
Exhibit
Number Description
99.1 Press Release dated January 3, 2022
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in
the Inline XBRL document)
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