Filed Pursuant to Rule 433
Issuer Free Writing Prospectus Dated March 22, 2010
Relating to Preliminary Prospectus Dated March 10, 2010
Registration Statement
No. 333-164380
First Interstate
BancSystem, Inc.
Issued:
March 22, 2010
This free writing prospectus relates to the initial public
offering of Class A common stock by First Interstate
BancSystem, Inc., and should be read together with the
preliminary prospectus dated March 10, 2010 relating to
this offering (the “Preliminary Prospectus”), included
in Pre-Effective Amendment No. 2 to the Registration
Statement on
Form S-1
(File
No. 333-164380).
To review a filed copy of the current registration statement and
preliminary prospectus, click the following link (or if such
address has changed, by reviewing our filings on the SEC website
at
http://www.sec.gov):
Our central index key, or CIK, on the SEC website is 0000860413.
The following information supplements and updates the
information contained in the Preliminary Prospectus:
RECENT
DEVELOPMENTS — FIRST QUARTER OUTLOOK
As we near the end of the first quarter of 2010, we have elected
to present below our current expectations of results of
operations for the quarter.
For the quarter ending March 31, 2010, we estimate that our
net income available to common stockholders will be between
approximately $10.0 million and $10.6 million. Net
income is primarily a function of net interest income, provision
for loan losses, non-interest income and non-interest expense.
Our net income available to common stockholders is also impacted
by income tax expense and dividend payments on our outstanding
preferred stock. Because mortgage servicing rights are valued by
a third party at the end of each quarter, our estimated net
income available to common stockholders does not include the
effect of any impairment adjustment.
We expect net interest income for the quarter will be between
approximately $60.0 million to $62.0 million. Net
interest income is derived from interest, dividends and fees
received on our loans, securities and other interest earning
assets, less interest costs paid on deposits and other interest
bearing liabilities. Our anticipated net interest income for the
quarter reflects an estimated net interest margin of 3.95% to
4.05%. Our expected net interest income also reflects the fact
that the first quarter includes 90 calendar days of interest
earning activity, whereas other quarters include 91 or
92 days.
We anticipate that our provision for loan losses will be between
approximately $11.0 million to $12.0 million. Our
anticipated loan loss provision for the quarter reflects
management’s estimates of the amounts appropriate to
maintain adequate balances in our loan loss reserve, in view of
internal risk ratings in our loan portfolio and current market
and credit conditions affecting our borrowers.
Non-interest income for the quarter is estimated to be between
approximately $19.0 million to $20.0 million. A
significant component of non-interest income is income from the
origination and sale of loans. Origination activity, primarily
with respect to residential loans, is not consistent throughout
the year and varies among quarters. Our first quarter results
will be impacted by changes in long-term interest rates and the
seasonality of these originations.
We anticipate that our non-interest expense for the quarter will
be between approximately $52.0 million to
$54.0 million. Non-interest expense includes various
general and administrative operating and other expenses. For the
quarter, we believe non-interest expense will be favorably
affected by lower levels of anticipated operating costs,
including depreciation, which levels are expected to continue
through the 2010 fiscal year. As indicated above, the impact of
an impairment adjustment for mortgage servicing rights is not
included in our estimates of non-interest expense or net income
for the quarter.
Finally, our net income available to common stockholders for the
quarter will also reflect anticipated income tax expense of
$5.0 million to $6.0 million, and dividends to be paid
on our outstanding preferred stock of $844,000.
We have presented above estimated financial information for the
quarter ending March 31, 2010 based on currently available
information. We do not intend to update or otherwise revise
these estimates to reflect future events and do not intend to
disclose publicly whether our actual results will vary from our
estimates other than through the release of actual results in
the ordinary course of business. No independent public
accounting firm has complied, examined or performed any
procedures with respect to the anticipated financial information
contained below, nor have they expressed any opinion or other
form of assurance on such information or its achievability.
These estimates should not be regarded as a representation by
us, our management or the underwriters as to our actual results
for the quarter. The assumptions and estimates underlying the
estimated financial information are inherently uncertain and are
subject to a wide variety of significant business, economic and
competitive risks and uncertainties, including those described
under “Risk Factors” and “Cautionary Note
Regarding Forward-Looking Statements” contained in our
Preliminary Prospectus dated March 10, 2010, included in
our Registration Statement on
Form S-1
(File
No. 333-164380).
Accordingly, there can be no assurance that the estimated
financial information presented above is indicative of our
future performance or that actual results will not differ
materially from this estimated financial information. You should
not place undue reliance on these estimates.
The issuer has filed a registration statement (including a
prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read the
prospectus in that registration statement and other documents
the issuer has filed with the SEC for more complete information
about the issuer and this offering. You may get these documents
for free by visiting EDGAR on the SEC web site at www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the
prospectus if you request it by calling Barclays Capital Inc.
toll-free at
(888) 603-5847
or D.A. Davidson & Co. toll-free at
(800) 332-5915.
Any disclaimers or other notices that may appear below or
attached to this email are not applicable to this communication
and should be disregarded. Such disclaimers or other notices
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being sent through an email system.