First Interstate
BancSystem
NOVEMBER 17, 2016
CASCADE BANCORP ACQUISITION
First Interstate BancSystem
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations
expressed in the forward-looking statements: (1) the businesses of First Interstate BancSystem, Inc. and Cascade Bancorp may not be
combined successfully, or such combination may take longer to accomplish than expected; (2) the cost savings from the merger may not
be fully realized or may take longer to realize than expected; (3) operating costs, customer loss and business disruption following the
merger, including adverse effects on relationships with employees, may be greater than expected; (4) governmental approvals of the
merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the
merger; (5) the companies’ shareholders may not approve the merger; (6) adverse governmental or regulatory policies may be enacted;
(7) the interest rate environment may further compress margins and adversely affect net interest income; (8) continued diversification of
assets and adverse changes to credit quality; (9) difficulties associated with achieving expected future financial results; (10) competition
from other financial services companies in First Interstate’s and Cascade Bancorp’s markets; or (11) an economic slowdown that would
adversely affect credit quality and loan originations. Additional factors that could cause actual results to differ materially from those
expressed in the forward-looking statements are discussed in the reports of First Interstate and Cascade Bancorp (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 Securities and Exchange
Commission and available at the SEC's Internet site (www.sec.gov). All subsequent written and oral forward-looking statements
concerning the proposed transaction or other matters attributable to First Interstate or Cascade Bancorp 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 does 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.
Safe Harbor
2
First Interstate BancSystem
This communication is being made with respect to the proposed transaction involving First Interstate and Cascade Bancorp. This material is not a solicitation of
any vote or approval of the First Interstate or Cascade Bancorp shareholders and is not a substitute for the joint proxy statement/prospectus or any other
documents that First Interstate and Cascade Bancorp may send to their respective shareholders in connection with the proposed Merger. This communication
does not constitute an offer to sell or the solicitation of an offer to buy any securities.
In connection with the proposed Merger, First Interstate will file with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement of
First Interstate and Cascade Bancorp and a prospectus of First Interstate, as well as other relevant documents concerning the proposed Merger. Before making
any voting or investment decisions, investors and shareholders are urged to read the Registration Statement and the joint proxy statement/prospectus
regarding the proposed Merger, as well as any other relevant documents filed with the SEC and any amendments or supplements to those documents, because
they will contain important information. Both First Interstate and Cascade Bancorp will mail the joint proxy statement/prospectus to their respective
shareholders. Shareholders are also urged to carefully review and consider each of First Interstate’s and Cascade Bancorp’s public filings with the SEC, including,
but not limited to, their Annual Reports on Form 10-K, their proxy statements, their Quarterly Reports on Form 10-Q, and their Current Reports on Form 8-K.
Copies of the Registration Statement and joint proxy statement/prospectus and other filings incorporated by reference therein, as well as other filings
containing information about First Interstate and Cascade Bancorp, may be obtained as they become available at the SEC’s Internet site (http://www.sec.gov).
You will also be able to obtain these documents, free of charge, from First Interstate at www.fibk.com or from Cascade Bancorp at www.botc.com.
First Interstate, Cascade Bancorp and certain of their respective directors and executive officers, under the SEC’s rules, may be deemed to be participants in the
solicitation of proxies of First Interstate’s and Cascade Bancorp’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 proxy statement for First Interstate’s 2016
Annual Meeting of Shareholders, as filed with the SEC on Schedule 14A on April 4, 2016. Information about the directors and executive officers of Cascade
Bancorp and their ownership of Cascade Bancorp’s common stock is set forth in the proxy statement for Cascade Bancorp Corporation’s 2016 Annual Meeting
of Shareholders, as filed with the SEC on a Schedule 14A on April 13, 2016. 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 joint 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.
Important Additional Information
3
First Interstate BancSystem
People
Processes
Technology
Building the Foundation for a Transformative Deal
o Chief Credit Officer: Steve Yose (Previously head of NW region Credit Administration for KeyBank)
o General Counsel: Kirk Jensen (Bank regulatory and compliance expertise)
o Chief Banking Officer: Bill Gottwals (Previously at U.S. Bank)
o Head of Human Resources: Mike Cherwin (Previously at Wintrust)
o Development of talented internal employees for executive positions
o M&A execution honed through three successful acquisitions and integrations in last three years
o Board-level Risk Committee established
o Enhanced credit administration policies and procedures
o Enhanced residential mortgage process
o Enhanced enterprise risk management and compliance processes
o Investments made to enhance efficiency and improve scalability
o New digital banking platform launched in October 2016
o New systems rolled out for General Ledger, A/P, Reporting and Human Resources management
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First Interstate BancSystem
o Geographic diversification into attractive, high-growth markets in Pacific Northwest
o Leading market position in Bend, OR and Boise, ID
o Opportunity for growth in Portland, OR and Seattle, WA
o Strong deposit franchise with 0.09% cost of deposits and 97% core deposits
o Allows FIBK to continue to be a high performing bank with greater potential earnings growth
Strategically
Compelling
Strong
Transaction
Economics
Low Execution
Risk
o Financially attractive transaction with conservative assumptions
o 8-10% EPS accretion
o Tangible Book Value per share earnback of 5 years using crossover method
o 15+% IRR
o Positive operating leverage from over $12 billion in assets pro forma
o All metrics reported net of revenue and cost impact of crossing $10 billion in assets
o Strong understanding of markets, lending products and approach to relationship banking
o Similar credit cultures focused on conservative underwriting with high quality, low risk portfolio
o Comprehensive due diligence process completed
o Prior successful completion and integration of acquisitions
o FIBK readiness for enhanced regulatory oversight from crossing $10 billion in assets
Transaction Highlights
5
First Interstate BancSystem
Cascade Bancorp Overview
Loan and Deposit Composition Dominant Community Bank in Bend and Boise
Highlights
o Cascade Bancorp is the bank holding company of Bank of
the Cascades, an Oregon-chartered bank formed in 1977
o Leading community bank in Central Oregon, Southern
Oregon and Boise; growth opportunity in Seattle & Portland
o 8th largest bank based in vibrant growth markets of Pacific
Northwest
o Consistent double digit organic loan and revenue growth
o Deep local market relationships with low cost deposit base
Bend, OR
o #1 by Forbes’ The Best Small Cities For Business And Careers1
o #1 job growth rate in U.S. (6.6%) in 20151
o #5 net migration rate among small MSAs over past 5 years1
Boise, ID
o #13 by Forbes’ Best Places For Business And Careers1
o 3rd largest MSA in Pacific Northwest
o Center for high-tech, agribusiness and manufacturing
1. Forbes survey of The Best Places For Business And Careers.
CRE
43%
Multi-
family
4%
C&I
17%
C&D
9%
1-4 Family
23%
Consumer
2%
Other
2%
Loans: $2,069mm Deposits: $2,745mm
Headquarters Bend, Oregon
Footprint 50 branches / 3 states
Assets $3.2 billion
Gross Loans $2.1 billion
Deposits $2.7 billion
Common Equity $367 million
Overview of Cascade Bancorp
As of September 30, 2016
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Transaction
57%
Savings &
MMDA
35%
CDs
8%
First Interstate BancSystem
80
25
80
94
90
15
84
90
15
w
OR
ID
Cheyenne
Casper
Billings
Bend
Portland
Salem
Tacoma
Seattle
Boise
Helena
Pierre
MT
NE
ND
SD
WA
WY
Bismarck
Spokane
Cascade
First Interstate LPO
w
w
w
w
w
w
w
w
w
w
w
w
w
w Olympia
Rapid City w
Medford
w
Missoula w
Yellowstone
National Park
Glacier
National Park
Selway-Bitterroot
Wilderness
Eugene
LPO
Cascade Bancorp has top market share in high-growth Pacific Northwest markets
Attractive, High-Growth Pacific Northwest Markets
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Source: SNL Financial, FDIC deposit data as of June 30, 2016.
Market Deposits Deposit % Projected Growth (2017-2022)
Rank Branches ($ mm) of PF Total Population HHI
op 3 SAs
Bend-Redmond, OR 1 8 $914 9.3 % 7.9 % 14.0 %
Boise, ID 4 13 568 5.8 7.6 9.7
Medford, OR 8 5 212 2.2 5.0 12.1
Selected Other Cascade MSAs
Portland, OR - 1 116 1.2 6.4 8.5
Seattle, WA - 3 101 1.0 7.1 11.7
Cascade Total 50 $2,662 27.1 % 6.3 % 11.0 %
First Interstate Total 81 $7,156 72.9 % 4.6 % 8.1 %
First Interstate Pro Forma 131 $9,819 5.1 % 8.9 %
National Average 3.8 % 7.3 %
First Interstate BancSystem
8
$2,0691
$1,389
$1,418
$1,468
$1,543
$1,613
3Q15 4Q15 1Q16 2Q16 3Q16
CRE
32%
Multi-
family
2%
C&I
14%
C&D
9%
1-4 Family
23%
Consumer
13%
Other
7%
First Interstate Pro Forma2
Yield on Loans: 4.82% Yield On Loans: 4.63%
Total: $5,531mm Total: $7,600mm
Cascade Bancorp
CRE
43%
Multi-
family
4%
C&I
17%
C&D
9%
1-4 Family
23%
Consumer
2%
Other
2%
Yield on Loans: 4.14%
Total: $2,069mm
1. Includes acquired loans.
2. Pro forma as of 9/30/2016; excludes growth and purchase-accounting adjustments.
o 16% organic loan growth over the last year
o 30% of loans floating with Prime or LIBOR
o #1 small business lender Bend MSA
o #4 small business lender Boise MSA
o Consistently a top SBA lender in Oregon and Idaho
Organic Loan Growth
High Quality, Low Risk Loan Portfolio
As of September 30, 2016
Cascade Bancorp Loan Portfolio Overview
CRE
28%
Multi-
family
2%
C&I
13%
C&D
9%
1-4 Family
23%
Consumer
17%
Other
8%
First Interstate BancSystem
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Transaction
57%
Savings &
MMDA
30%
CD
13%
Transaction
57%
Savings &
MMDA
35%
CDs
8%
Transaction
56%
Savings &
MMDA
29%
CDs
15%
Total: $7,329mm Total: $10,074mm
First Interstate
Pro Forma3 Cascade Bancorp
Total: $2,745mm
Cascade Bancorp Deposit Overview
o 0.09% cost of deposits – best quartile among peers
o 35% non-interest bearing deposits
o 57% transaction deposits
o 96% core deposits1
o CDs comprise 9% of deposits
Cost of Deposits
1. Core deposits excludes jumbo time deposits.
2. Peers include all U.S. banks with $10 to $25 billion dollars in total assets.
3. Pro forma as of 9/30/2016; excludes growth and purchase-accounting adjustments.
0.17%
0.09%
0.15%
0.27%
FIBK Cascade Pro Forma FIBK Peers
Low Cost Deposit Base
As of September 30, 2016
First Interstate BancSystem
o 0.14864 FIBK Class A common shares (11.3mm FIBK shares) and $1.91 cash per Cascade Bancorp share
o Implied purchase price of $7.60 per share and 75% FIBK Class A common and 25% cash
o $589mm in aggregate value
Pricing Ratios
Post-Merger
Economic Ownership
Anticipated Closing
Required Approvals
Board Seats
Consideration and
Deal Value1
Summary of Deal Terms
o 20.1x Price / 2017E Earnings Per Share
o 12.9x Price / 2017E Adjusted Earnings Per Share with fully phased cost synergies
o 2.15x Tangible Book Value as of September 30, 2016
o 80% FIBK / 20% Cascade Bancorp
o Two Cascade Bancorp Board members to join FIBK Board following the closing of the transaction
o Voting agreements from 42% of FIBK and 53% of Cascade Bancorp shareholders
o Customary regulatory approvals
o Mid-year 2017
1. Implied purchase price, stock/cash split and aggregate value based on FIBK closing price of $38.30 per share on November 16, 2016.
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First Interstate BancSystem
Cost Savings
One-time Deal Costs
Fair Market Value
and Accounting
Adjustments
Durbin Impact
TBV Impact
Financial Impact to FIBK
EPS Accretion
Internal Rate of
Return
o 8+% accretive to EPS in 2018 and 10% longer term
Assumptions1
1. Pre-tax amounts.
Financial Impact and Assumptions
o 8.8% Tangible Book Value dilution per share
o 5 years of earnback using crossover method
o 15+%
o 28% of Cascade Bancorp’s run-rate core non-interest expenses
o 75% realized in second half 2017 and 100% thereafter
o Restructuring charge of $40mm
o Credit Mark: -$25mm gross mark; Rate mark: -$9mm offset by $4mm reversal of existing fair value marks
o Other Marks: +$6mm including securities, PP&E and other adjustments
o CDI: $41mm amortized using sum of years digits over 10 years
o $8.0mm annual revenue loss to FIBK beginning Q3 2018
o $3.5mm annual revenue loss to Cascade Bancorp beginning Q3 2018
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First Interstate BancSystem
$8,974
$12,149
9/30/2016 Pro Forma
58.1%
9/30/2016 Pro Forma Impact
Assets Efficiency Ratio
ROATCE ROATA
1. Pro forma as of 9/30/2016; excludes growth and purchase-accounting adjustments.
2. Pro Forma Impact reflects change in metric expected in 2018 and future years.
1.18%
9/30/2016 Pro Forma Impact
13.7%
9/30/2016 Pro Forma Impact
FIBK and Pro Forma Key Performance Metrics
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($ in millions)
(330 bps)
(260 bps)
+2 bps
+4 bps
+150 bps
+220 bps
1
2 2
2
First Interstate BancSystem
Disciplined and
Experienced
Acquirer
Thorough
Due Diligence
Process
Crossing
$10 Billion
Comprehensive Due Diligence and Preparation
o First Interstate management and employees have significant acquisition and integration experience
o Three successful acquisitions in the last three years
o Flathead acquisition already integrated and systems converted
o Comprehensive due diligence process led by First Interstate’s integration teams
o Extensive credit due diligence, including thorough loan file review and credit re-underwriting
o Reviewed 75% of Commercial and Commercial Real Estate loans
o Reviewed 100% of criticized loans over $250k and 100% of OREO
o Detailed review of cost structure and expected synergies
o Conservative earnings expectations for Cascade Bancorp compared to consensus estimates
o Thorough review of all regulatory, compliance, legal and operational risks
o Prepared for regulatory requirements associated with crossing $10 billion in assets
o Infrastructure in place for additional regulatory requirements
o Expect Durbin impact starting in July 2018
o Expect first DFAST submission in July 2019
13
First Interstate BancSystem
Benefits of
Operating
Leverage
Opens New
Markets
for Growth
Crossing $10
Billion with Scale
Cascade Strengthens Outlook for First Interstate
o Strong earnings contribution from Cascade Bancorp fully realized in 2018
o 8-10% Earnings Per Share accretion with conservative assumptions
o Transaction cost savings result in improved pro forma efficiency ratio
o Capitalize on FIBK’s investment in people, processes and technology
o Extends distribution network into higher growth markets in Pacific Northwest
o Becomes the leading independent bank in attractive Bend, OR and Boise, ID markets
o Opportunity to accelerate growth in Portland, OR and Seattle, WA markets
o Geographic diversification reduces balance sheet risk
o $3+ billion of additional, low-risk assets to offset regulatory impact of crossing $10 billion mark
o Prepared for enhanced regulatory oversight, including DFAST and CFPB regulation
o Transaction metrics include acceleration of regulatory costs, Durbin impact and FDIC surcharge
14