Good day, and thank you for standing by. Welcome to the Glacier Bancorp Investor Call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. To ask a question during the session, you will need to press star one one on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star one one again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Randy Chesler, President and CEO of Glacier Bancorp. Please go ahead. All right. Thank you, Gigi. Good morning, and thank you for joining us. I'm very pleased to be here in Mount Pleasant, Texas, with the Guaranty team, and I'm excited to talk to you today about our recently announced transaction. Last night, after the market closed, we announced our agreement to acquire Guaranty Bancshares, the holding company for Guaranty Bank & Trust, a community bank headquartered here in Mount Pleasant, with 33 locations throughout East Texas, as well as other dynamic Texas markets, including Dallas, Fort Worth, Houston, Austin, and Bryan-College Station. Joining me this morning on the phone from Kalispell is Ron Copher, our Chief Financial Officer, Byron Pollan, our Treasurer, and Tom Dolan, our Chief Credit Administrator. Guaranty is a high-performing bank with a 100-year-plus operating history, deep customer relationships in the communities they serve. At $3.2 billion in assets, the bank adds meaningful scale in our Southwest region, which we entered in 2017 with the acquisition of Foothills Bank in Arizona. Upon closing, Guaranty will operate as a new division under the Guaranty name and brand and will represent Glacier's 18th separate bank Division and our first in Texas. Guaranty is ideally positioned, combining their market-leading East Texas deposit franchise with their presence in high-growth Texas markets. This was a negotiated transaction just between Glacier and Guaranty, and we believe this transaction presents very little execution risk, given how strongly the cultures and business models align. For some detail, I'll now jump into the investor presentation available on our website. On page four, this provides a summary of how this transaction fits within our goal of partnering with good banks in good markets with good people. Guaranty checks more than all the boxes through its proven track record of profitability, credit discipline through multiple cycles, quality markets, and excellent people. Ty Abston, the Chairman and CEO of Guaranty, and key members of his executive team and board have all agreed to stay on and continue growing Guaranty. Page five gives more detail on the strategic rationale of the deal. As I noted earlier, this transaction expands our presence in the fast-growing Southwest, and we are excited about the opportunity to grow our business in this region. Zooming in on Texas, page six highlights the attractiveness of the state's strong economy, growth prospects, and demographics, which offers exactly what Glacier looks for: a business-friendly environment, higher quality of life, and lower cost of living. Texas is a competitive banking market, and the Guaranty team has been very successful in carving out a very profitable and growing segment of the community banking market. Now they can continue what they've always done, but backed by a $30 billion balance sheet and enhanced technology to help better serve their customers. Page seven illustrates a snapshot of Guaranty's corporate history, financial highlights, and markets of operation. Under Ty's leadership over the past 20 years, Guaranty has grown from its East Texas roots into a balanced and diversified community bank serving rural and metropolitan markets throughout the state of Texas. We think the most recent financial quarter results are a testament to Guaranty's best-in-class approach to community banking. Page eight further details Guaranty's presence in the four markets they operate in, and we're particularly excited about entering the distinct, diversified, and complementary markets of East Texas, Dallas, Fort Worth, Houston, Bryan–College Station, and Austin. Guaranty approaches these large metro markets the same way as Glacier, by banking the small businesses that support the city centers. Page nine outlines the transaction's structure and assumptions, which clearly demonstrate our long-term discipline approach to evaluating acquisitions. This transaction is a 100% stock deal, with Guaranty shareholders receiving one share of Glacier common stock for each Guaranty share outstanding. Based on the closing price of June 24th of $42.15, the aggregate consideration is roughly $483 million. Guaranty has a conservative credit culture, as evidenced by their historically pristine asset quality metrics, and this was confirmed through a comprehensive due diligence review, including reviewing 100% of the loan portfolio. Our cost savings estimates of 20% are reflective of our thoughtful approach, working with the Guaranty team of conservative, achievable savings. The resulting transaction metrics are extremely attractive, as shown on slide 10, both under current and the recently proposed FASB CECL accounting standards. We've been investigating expansion in the Southwest for many years, and we are pleased to have Guaranty join the Glacier family of banks and look forward to having Guaranty's talented employees, executive, and board members join our team. I don't think we could have identified a better partner to enter Texas. The future for Glacier Bancorp is very bright. As you can see on page 12, this transaction sets the stage for more than a decade of quality growth across the best markets in the country, located in the Mountain West and Southwest. With that, I'll now turn the call back over to Gigi to open the line for any questions. As a reminder to ask a question, please press star one one on your telephone and wait for your name to be announced. To withdraw your question, please press star one again. Please stand by while we compile the Q&A roster. Our first question comes from the line of Matthew Clark from Piper Sandler. Hey, good morning. Morning, Matthew. First one from me, just on the process. Can you give us some color on how the deal came together and whether or not there were other bidders along the way? Yeah. We've been talking to Guaranty for years. Ty and I have been talking about a possible transaction here for a number of years. We have spent time here with the Guaranty folks. They have come up to Kalispell, met our team. This very much was a negotiated transaction. You'll have to talk to the Guaranty folks. I know they have a lot of interest in this bank, but the conversations to get to this point were just between Guaranty and Glacier, and I think we worked out a great transaction for both sides. Great. Just on the Texas market, being a little more competitive than I think what you're used to in some of your legacy markets, being a little more rural, I guess, what's your approach going to be in Texas from a competitive and pricing standpoint? Yeah. Yeah. I noted that in my comments. Certainly, I understand this is a great state and a great set of markets, but also some very great competitors as well. The core of Guaranty is really the East Texas markets, where they're a market leader across East Texas. Those are extremely similar to our rural markets that we're already in. We feel extremely confident about helping them continue to be successful in those markets. Their exposure to the city centers, the larger markets, Dallas, Fort Worth, Houston, Austin, their approach is exactly the same way that we approach today: Denver, Phoenix, Salt Lake City, Boise. We bank the small businesses that bank the city center. Really do not see any change in how they approach the business, and we feel very comfortable with their business model, that it aligns very well with how we do business. Just as we're successful in all the markets we're in today, both rural and exposed to the larger metro markets, we don't expect that to change here. Okay. And then just on the trust and wealth management piece that comes with Guaranty, is that something you would look to incorporate in your other affiliate banks, or does that make you more open to banks with wealth management platforms? We're studying it, Matthew. We're too early to tell exactly how we'll proceed, but it is something we're taking a hard look at. Okay. Great. Thank you. You're welcome. Thank you. One moment for our next question. Our next question comes from the line of Jeff Rulis from D.A. Davidson. Thanks. Good morning. Morning. Question on kind of the growth profile. Looking at Guaranty, there's been a little bit of a loan runoff, and I understand that's a function of sort of taking a conservative approach given sort of recent macro and rate conditions. Should those pressures dissipate, kind of what should we consider sort of Guaranty's organic growth rate? We think that would match historical Glacier's or possibly exceed it. Yeah. I think that you're right on with the observation, kind of the historical determined effort to kind of let some runoff occur. We very much believe that it'll track right with the rest of the franchise, with quite a bit of opportunity to accelerate. As we normally do with any transaction, and certainly with Guaranty, we want them to just keep doing what they're doing. I think they'll naturally, with a larger balance sheet, expanded set of products, be able to take that growth rate up and fully expect it to track right with the guidance we've given you on the total company. Great. Maybe if you could remind us, Glacier's current CRE concentration as a percent of capital and possibly what that goes to on a pro forma basis with Guaranty. Yeah. Tom has got that. We've spent a lot of time going through the portfolio. We did a 100% file review, so we're very comfortable with the portfolio and the metrics. Tom, do you want to share that metric? Yeah. I'm actually pulling that up right now. If you can give me just a moment. Maybe just a last one. While Tom's pulling that together, just on the margin impact, because it's kind of interrelated with the balance sheet questions about, is there any reshaping between now and close? And maybe for Byron, just the margin, if we assume Legacy Glacier kind of approaches 3.5% by year-end, do we kind of fold in Guaranty's 3.70% margin proportionate to the size of the balance sheet and maybe some accretion benefit? And/or is there any reshaping that possibly could improve that margin any greater? Sorry to layer the questions, but thanks. Sure, Jeff. We have our own margin trajectory and growth that we've talked about on prior calls, and I see that as remaining in place. I would say we would add to that some margin lift from the Guaranty balance sheet. I think right now there's still some work to do on the purchase accounting to nail down the accretion, but it looks like the lift that we would see from the Guaranty acquisition would be somewhere in the neighborhood of six basis points- eight basis points on top of the growth that we've already outlined for the core Glacier balance sheet. Great. Thank you. Jeff, this is Tom. Yeah. The supervisory CRE concentration, we're about 255% tier one plus ACL. Guaranty's portfolio structure is very closely aligned to ours, and we will not have a material impact. Sounds good. Thanks. That's it for me. You're welcome. Thank you. One moment for our next question. Our next question comes from the line of Jackson Laurent from Stephens. Good morning. This is Jackson on for Andrew Terrell. Good morning. Deal execution has been obviously pretty impressive over the past few acquisitions, and then more recently with the Bank of Idaho deal closing in under four months. Just to kind of get a better sense of deal timing here, I was wondering if you have an anticipated close date, and then secondly, if you have a goodwill estimate, either with or without day two reserve, that would be helpful as well. Sure. In terms of regulatory approval, yes, we did get the Bank of Idaho and very, very quick timing, record timing for us from announcement to close. Of course, we talked to our regulator partners about these transactions, and this should be very well received in kind of ability to flow through the process. We do not have a presence in Texas, so there are no HHI issues. This is an extremely well-run bank, very well-rated and regarded, so really no issues there. Some of that is a function of their workload and what is happening with other M&A. They have to do a lot of work to get these through, but we really do not expect to see any issues with this in the conversations that we have had. I do not know if it will break the Bank of Idaho record. We've got some summer vacations coming up for folks, so we'll see if that slows things down. We feel in general this will close early in the fourth quarter, and if things happen sooner, we'll see. In terms of the goodwill, I believe it's about $183 million. Ron, is that correct? That's correct. Yeah. With and without the day two. Yeah. It's the same. Great. That's super helpful. Thank you. And then kind of just more generally, this is a little bit larger deal than the past few that you guys have done, so I was just wondering your prospects for further M&A going forward after you guys get this deal closed. I think our focus right now, we've been on a good string of acquisitions. We did Rocky Mountain Bank acquisition, branch acquisitions. We did the Wheatland transaction. We followed that with Bank of Idaho, which we closed in April. This one on top of it at $3.1 billion, that's our second largest transaction behind Alta. Our focus is really, let's get this approved, let's get it closed, and let's do a great job working with the Guaranty team on integrating Glacier and Guaranty, and then we'll see about more transactions. That's really our focus right now. Understood. Thank you. If I could squeeze one more in there. Sure. You guys have executed nicely on the cost-save front over the past few deals, and you guys called out in the prepared remarks that the 20% cost-save number is conservative and also achievable. I was wondering if you could give some more color on what drives that number, and then also if there's any reinvestment into the franchise contemplated in that number, and then if there's also any reinvestment needed to grow the Texas footprint in general. Sure. To get to the 20%, we work closely with the investment bankers and closely with Guaranty to really make sure that's realistic. As you know, from looking at our prior transactions, we don't seek to cut our way to success. We don't believe that's the way to be successful. That being said, we're very conservative on what we estimate as cost savings. There's a fair amount of cost savings right out of the chute with this because, number one, our scale with our back office core processor brings some immediate savings to Guaranty. This is a public company with a public company infrastructure that will be folded into the Glacier public company Infrastructure. There are a number of savings. Most of the savings are of that nature, and so we feel there's some people savings as well, but we feel very confident just based on those things to accomplish the 20%. In terms of reinvestment, as I noted before, this is a really well-run bank with great franchise, great markets, leadership positions in East Texas, great foothold in those growth markets. We've already made all the investments that Guaranty will need to continue to grow, and those are in the technologies that we've already are in the process of implementing across our existing 17 Divisions. Commercial loan, operating system, upgraded frontline account opening tools, enhanced treasury services products, commercial card offering. Those are all things that are already up and running, and so that's another really nice thing about this. No, we don't need to make additional investments. We just need to bring those tools to Guaranty, train them, help them understand them, and then they'll take it out and do what they've always done, which is use those great products with their great customers. Great. That's all I had. Thank you for taking the questions, and congrats on the deal. Thank you. Thank you. One moment for our next question. Our next question comes from the line of David Feaster from Raymond James. Hey. Good morning, everybody. Morning, David. First question I have for y'all is, look, we've talked about Texas for a while, right? And Texas is, we already touched on the competitive landscape a bit, but operating in Texas as an out-of-state bank isn't always easy. I was hoping you could maybe touch on, I mean, the good news is you're coming in with some scale, but I was hoping maybe you could touch on your thoughts. I mean, you've obviously spent a lot of time thinking about this, a long period of time. Just kind of curious how you think about operating in the state as an out-of-state bank, and yeah, just kind of curious what you're thinking. Sure. Yeah. Absolutely. We are entering with scale, which we think is great at $3.1 billion at a 100-year-old bank. It's really a great entry point. Texas is a great market, but also a great community banking market and the same fundamentals. I've lived in Texas. I've studied it. We've been down here quite a bit looking at it. The same formula that Guaranty uses to be very successful in their East Texas market and the exposure to the growth markets, the larger metro markets, is exactly the same formula that we've been using for years. The two align extremely well. They've already proven the success of that approach. We're just going to help make it better with everything I kind of just went through in terms of enhanced technologies, a $30 billion balance sheet to serve customers. I feel very, very comfortable that the business models align flawlessly, and the ability for the employees to go out and take care of customers is going to be very, very smooth. Okay. That's helpful. We touched on the competitive landscape in Texas being tough, but just given the sheer amount of banks there, right? That's also a positive in a lot of ways as being an acquirer. I guess just given the significant opportunities and the number of banks there, I mean, would you expect deepening your footprint in Texas kind of being your M&A focus near term? I think the way to look at this is to step back and take a look at that map on page 12 in the investor presentation where you see the Mountain West and the Southwest. I think one of the great things about this deal is now we have a much larger playing field to think about in terms of organic growth and M&A. As I was talking to Notan with Jackson, our focus right now, David, is to get this through, get it approved, work with the regulators, get it approved, close it, and really focus on Guaranty. Yes, I think once we do that, our main goal is to make sure we do not lose one good customer and one good employee. Once we're comfortable that we're on the right track with that, then we can think about M&A across that entire area, both in the Mountain West. We're not going to take our eye off that ball, but now really an enhanced opportunity in the Southwest, and there's some great banks in Texas that we think over the long haul could be really good partners for us as well. Yeah, we will look at this, David, going forward across both regions and both the Mountain West and the Southwest with plenty of really, really good targets. Yeah. Randy, you touched on it a little bit already. You guys did a pretty thorough review of the bank. I was hoping you could maybe elaborate on the credit side. We already touched on the CRE concentration a little bit, but just as you guys went through that and Tom and your team did a pretty in-depth review, just kind of curious some of the takeaways from the credit perspective, similarities, anything that was cautious on any portfolios that you're maybe less comfortable with. Just kind of curious any takeaways that you had from that deep dive. Yeah, David. Yeah. As you mentioned, we did a very thorough review. I think the biggest takeaway is how closely aligned the cultures are from a risk appetite standpoint, from a through-the-cycle underwriting lens that they take just like we do. The types of assets they like to finance fit very well with us. There's no unusual product types or unusual asset classes that's favored by Guaranty just like us. It's really kind of down the middle of the fairway-type community banking, and it's very well aligned with what we do with a very similar credit culture and underwriting philosophy. That's great. Congrats on the deal, everybody. Thank you, David. Thank you. One moment for our next question. Our next question comes from the line of Tim Coffey from Janney Montgomery Scott. Great. Thank you. Morning, everybody. Hey, Tim. Randy. Hey, thanks. I want to ask you a question about kind of the future, not necessarily to nail you down on a specific number for M&A, but just kind of curious about how you see the world. Some of the bankers I've been talking to recently, when we talk about acquisitions, the one phrase I keep hearing about is, "Okay, look, the regulatory door is open right now, but at some point it will close." If we're going to do something, it's probably good to do it right now. Do you subscribe to that philosophy? No, not really, Tim. I think that if you look at our history, we did a number of deals through the last administration. We're going to do a nice deal now through this administration. I think there's no doubt that the regulatory climate now is changing, and I think it's going to get easier to be a bank, but there's still a process to go through. They still have their standards. They're going to stick to those. I think we don't feel any particular reason to rush and try to do things during a window, but I do think the broader market will probably lean into that. From our standpoint, the way we do deals and transactions, the sweet spot, the size of the deals that we do are very digestible for a company our size. Our regulatory posture is very good. We buy great banks. We don't buy fixer-uppers. All that will just continue to perform through whatever the regulatory environment is. For us, no, I see us our pace just continuing kind of on our timetable. Okay. Thanks. That's helpful. Then given the depth of company experience we have on the phone here, if this deal does close in the first quarter or the beginning part of the fourth quarter, excuse me, has Glacier ever closed back-to-back deals in right around 100 days? Back-to-back deals in 100 days. I believe Ron, jump in. Certainly, if you look at Rocky Mountain and Wheatland, I don't have the exact calendar in front of me, but there's been a few times where we've had some transactions that were relatively close. Okay. Each time, Tim, we've been able to do it successfully, so our team is ready to go. We've got a pretty strong history of doing acquisitions. Yeah. And good relations with the regulators too. All right. Those are my questions. Thank you. You're welcome. Thank you. One moment for our next question. Our next question comes from the line of Kelly Motta from KBW. Hey, good morning. Thanks for the question. Congrats on the announcement. Just in terms of the cost savings, I know we discussed kind of how you're thinking about it and where they're coming from. Notably, you are keeping the management team as well as key players. I was hoping you could discuss what you're doing more on that front, as well as if any sort of agreements or bonuses related to retention are contemplated as part of that cost save number and kind of factored into how we should be thinking about that already, or if there's additional costs that could be associated with that that we should be aware of. Sure. Yeah. I think the cost saves, like we previously discussed, feel very good about the 20%. We're taking our we have it phased in, so we feel good about the pace and timing. As I said, a lot of those are non-people expenses and some people, but very few, given this is a standalone bank and that will operate as a separate Division. In terms of the team, Kelly, I mean, yes, we have agreements with the key management in the company, and we've sat down with them. This is probably an area where we spend most of our time on. It's the people because these great banks are all about the great people. That's where we spend most of our time sitting down with Ty, talking to him about his team, and coming up, working together to come up with an attractive go-forward proposition. I think we've had very good response to that. We have agreements with all the key folks. I think we want them to just keep doing what they're doing and be part of the Glacier team. Right now, that looks to be. We close. They're able to keep that, and we don't factor that into our model. We think having the bank continue to operate with an incentive to continue to optimize because they can then take excess over the capital they need to deliver and dividend that out to their shareholders as a special dividend. That really keeps everybody on the same page, Kelly. When we get to the end and we close, we've got the bank continued to have been run in a way that is very shareholder-focused. We think that's exactly the way we want to receive it. That's, I believe, your question at closing, that special dividend that Guaranty will pay. Okay. I really appreciate it. Most of my questions have been answered at this point. I will step back. Thank you so much, and congrats again. All right. Thank you. Thank you. At this time, I would now like to turn the conference back over to Randy Chesler for closing remarks. All right. Thank you, Gigi, and thank you, everybody, for your questions. Really great questions. Very excited about this transaction. We are all here. If you have any questions, just give us a ring. We'll be happy to take those questions. Thank you again for dialing in. This concludes today's conference call. Thank you for participating. You may now disconnect.