Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on October 11, 2021, Umpqua Holdings Corporation
("Umpqua") entered into an Agreement and Plan of Merger (the "Merger
Agreement"), by and among Umpqua, Columbia Banking System, Inc. ("Columbia"),
and Cascade Merger Sub, Inc., a direct, wholly-owned subsidiary of Columbia
("Merger Sub"), pursuant to which, and subject to the terms and conditions
therein, (i) Merger Sub will merge with and into Umpqua, with Umpqua surviving
such merger (the "Surviving Entity"), (ii) immediately following such merger,
the Surviving Entity will merge with and into Columbia, with Columbia continuing
as the surviving corporation, and (iii) promptly following such subsequent
merger, Columbia State Bank, a Washington state-chartered commercial bank and
wholly-owned subsidiary of Columbia, will merge with and into Umpqua Bank, an
Oregon state-chartered commercial bank and wholly-owned subsidiary of Umpqua,
with Umpqua Bank continuing as the surviving bank (collectively, the
"Transactions").
On January 9, 2023, Umpqua, Columbia, and Merger Sub entered into Amendment No.
1 to the Merger Agreement (the "Amendment"). 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 Umpqua
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 full text of the Amendment,
which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 5, 2023, Umpqua received a written notice (the "Notice") from the
Listing Qualifications Department of The Nasdaq Stock Market indicating that
Umpqua was not in compliance with Listing Rule 5620(a) (the "Annual Shareholders
Meeting Rule"), which requires Umpqua to hold an annual meeting of shareholders
within 12 months of the end of Umpqua's fiscal year ended December 31, 2021 for
continued listing on the NASDAQ Global Select Market (the "Nasdaq"). The Notice
is only a notification of deficiency, not of imminent delisting, and has no
current effect on the listing or trading of Umpqua's securities on the Nasdaq.
Pursuant to Nasdaq Listing Rule 5810(c)(2)(G), the Notice states that Umpqua has
45 calendar days, or until February 19, 2023, to submit a plan to regain
compliance with the Annual Shareholders Meeting Rule. Umpqua intends to submit a
plan to regain compliance with the Annual Shareholders Meeting Rule within the
required timeframe. Under the Nasdaq Listing Rules, after considering Umpqua's
plan, Nasdaq may grant Umpqua an exception of up to 180 calendar days from the
fiscal year end, or until June 29, 2023, to regain compliance. If Nasdaq does
not accept Umpqua's plan, Umpqua will have the opportunity, pursuant to the
Nasdaq Listing Rules, to appeal Nasdaq's decision to a Nasdaq Listing
Qualifications Panel (the "Panel"). If Umpqua timely appeals, Umpqua's
securities would remain listed pending the Panel's decision. There can be no
assurance that, if Umpqua does appeal, such appeal would be successful.
Umpqua has delayed the holding of its annual meeting of shareholders due to the
pendency of its previously announced business combination with Columbia.
Item 8.01. Other Events.
On January 9, 2023, Columbia and Umpqua jointly announced that the application
of Umpqua Bank with respect to the Transactions has been approved by the Federal
Deposit Insurance Corporation (the "FDIC"). The FDIC approval provides that the
consummation of the Transactions is conditioned upon the prior consummation of
the branch divestiture transactions previously announced by Columbia on November
7, 2022.
On January 9, 2023, Umpqua and Columbia issued a joint press release announcing
the entry into the Amendment, the receipt of the FDIC approval and the
expectation that completion of the Transactions will occur by the end of
February, 2023, subject to the satisfaction or waiver of the remaining closing
conditions set forth in the Merger Agreement. 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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1 Amendment No. 1, dated as of January 9, 2023, to the Agreement and
Plan of Merger dated as of October 11, 2021, by and among Umpqua
Holdings Corporation, Columbia Banking System, Inc., and Cascade
Merger Sub, Inc.
99.1 Joint Press Release of Umpqua Holdings Corporation and Columbia
Banking System, Inc., dated January 9, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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 Transaction, the plans, objectives,
expectations and intentions of Umpqua and Columbia, 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 Umpqua's and Columbia'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 Umpqua's and Columbia's respective
business strategies, including market acceptance of any new products or services
and Umpqua's and Columbia'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 Umpqua and Columbia
are parties; the outcome of any legal proceedings that have been or may be
instituted against Umpqua or Columbia; 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 Umpqua's or Columbia'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 Umpqua and Columbia 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
Umpqua and Columbia 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 Umpqua and Columbia.
Additional factors that could cause results to differ materially from those
described above can be found in Umpqua'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 Umpqua's investor relations website, www.umpquabank.com, under the
heading "Financials," and in other documents Umpqua files with the SEC, and in
Columbia's Registration Statement on Form S-4 with respect to the Transaction.
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All forward-looking statements speak only as of the date they are made and are
based on information available at that time. Umpqua 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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