Item 1.01. Entry into a Material Definitive Agreement.
On January 9, 2023, Columbia Banking System, Inc., a Washington corporation
("Columbia"), Umpqua Holdings Corporation, an Oregon corporation ("Umpqua"), and
Cascade Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned
subsidiary of Columbia ("Merger Sub"), entered into Amendment No. 1 (the
"Amendment") to the Agreement and Plan of Merger, dated as of October 11, 2021
(the "Merger Agreement"), by and among Columbia, Umpqua, and Merger Sub.
The Amendment extends the Termination Date (as defined in the Merger Agreement)
to March 11, 2023. Other than as expressly modified pursuant to the Amendment,
the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on
Form 8-K filed by Columbia with the U.S. Securities and Exchange Commission on
October 15, 2021, remains in full force and effect as originally executed on
October 11, 2021.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the Amendment, which is filed as
Exhibit 2.1 hereto, and is incorporated herein by reference.
Item 8.01. Other Events.
On January 9, 2023, Columbia and Umpqua jointly announced that the application
of Umpqua Bank with respect to the merger of Columbia State Bank with and into
Umpqua Bank (the "Bank Merger") has been approved by the Federal Deposit
Insurance Corporation (the "FDIC"). The FDIC approval provides that the
consummation of the Bank Merger is conditioned upon the prior consummation of
the branch divestiture transactions previously announced by Columbia on
November 7, 2022.
On January 9, 2023, Columbia and Umpqua issued a joint press release announcing
receipt of the approval by the FDIC of the Bank Merger and entry into the
Amendment. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
2.1 Amendment No. 1 to the Merger Agreement, dated as of January 9,
2023, by and among Columbia, Umpqua and Merger Sub.
99.1 Joint Press Release of Columbia Banking System, Inc. and Umpqua
Holdings Corporation, dated January 9, 2023.
104 The cover page for this Current Report on Form 8-K, formatted in
Inline XBRL.
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CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This communication may contain certain forward-looking statements, including,
but not limited to, certain plans, expectations, goals, projections, and
statements about the benefits of the transactions contemplated by the Merger
Agreement (the "Transaction"), the plans, objectives, expectations and
intentions of Columbia and Umpqua, the expected timing of completion of the
Transaction, and other statements that are not historical facts. Such statements
are subject to numerous assumptions, risks, and uncertainties. All statements
other than statements of historical fact, including statements about beliefs and
expectations, are forward-looking statements. Forward-looking statements may be
identified by words such as "expect," "anticipate," "believe," "intend,"
"estimate," "plan," "target," "goal," or similar expressions, or future or
conditional verbs such as "will," "may," "might," "should," "would," "could," or
similar variations. The forward-looking statements are intended to be subject to
the safe harbor provided by Section 27A of the Securities Act of 1933, Section
21E of the Securities Exchange Act of 1934, and the Private Securities
Litigation Reform Act of 1995.
While there is no assurance that any list of risks and uncertainties or risk
factors is complete, below are certain factors which could cause actual results
to differ materially from those contained or implied in the forward-looking
statements: changes in general economic, political, or industry conditions; the
magnitude and duration of the COVID-19 pandemic and its impact on the global
economy and financial market conditions and Columbia's and Umpqua's respective
businesses, results of operations, and financial condition; uncertainty in U.S.
fiscal and monetary policy, including the interest rate policies of the Federal
Reserve Board or the effects of any declines in housing and commercial real
estate prices, high or increasing unemployment rates, or any slowdown in
economic growth particularly in the western United States; volatility and
disruptions in global capital and credit markets; movements in interest rates;
reform of LIBOR; competitive pressures, including on product pricing and
services; success, impact, and timing of Columbia's and Umpqua's respective
business strategies, including market acceptance of any new products or services
and Columbia's and Umpqua's ability to successfully implement efficiency and
operational excellence initiatives; the nature, extent, timing, and results of
governmental actions, examinations, reviews, reforms, regulations, and
interpretations; changes in laws or regulations; the occurrence of any event,
change or other circumstances that could give rise to the right of one or both
of the parties to terminate the merger agreement to which Columbia and Umpqua
are parties; the outcome of any legal proceedings that have been or may be
instituted against Columbia or Umpqua; delays in completing the Transaction; the
failure to satisfy the conditions of any regulatory approvals; the failure to
satisfy any of the other conditions to the Transaction on a timely basis or at
all; changes in Columbia's or Umpqua's share price before closing, including as
a result of the financial performance of the other party prior to closing, or
more generally due to broader stock market movements, and the performance of
financial companies and peer group companies; the possibility that the
anticipated benefits of the Transaction are not realized when expected or at
all, including as a result of the impact of, or problems arising from, the
integration of the two companies or as a result of the strength of the economy
and competitive factors in the areas where Columbia and Umpqua do business;
certain restrictions during the pendency of the Transaction that may impact the
parties' ability to pursue certain business opportunities or strategic
transactions; the possibility that the Transaction may be more expensive to
complete than anticipated, including as a result of unexpected factors or
events; diversion of management's attention from ongoing business operations and
opportunities; potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or completion of
the Transaction; the ability to complete the Transaction and integration of
Columbia and Umpqua successfully; the dilution caused by Columbia's issuance of
additional shares of its capital stock in connection with the Transaction; and
other factors that may affect the future results of Columbia and Umpqua.
Additional factors that could cause results to differ materially from those
described above can be found in Columbia's Annual Report on Form 10-K for the
year ended December 31, 2021 and its Quarterly Reports on Form 10-Q for the
three-month periods ended March 31, 2022, June 30, 2022, and September 30, 2022,
which are on file with the Securities and Exchange Commission (the "SEC") and
available on Columbia's website, www.columbiabank.com, under the heading "About
- Investor Relations," and in other documents Columbia files with the SEC,
including in Columbia's Registration Statement on Form S-4 with respect to the
Transaction.
All forward-looking statements speak only as of the date they are made and are
based on information available at that time. Columbia does not assume any
obligation to update forward-looking statements to reflect circumstances or
events that occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required by federal
securities laws. As forward-looking statements involve significant risks and
uncertainties, caution should be exercised against placing undue reliance on
such statements.
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