8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report: November 15, 2012

(Date of earliest event reported)

Umpqua Holdings Corporation

(Exact Name of Registrant as Specified in Its Charter)

OREGON (State or Other Jurisdiction of Incorporation or Organization) 001-34624 (Commission File Number) 93-1261319 (I.R.S. Employer Identification Number)

One SW Columbia, Suite 1200

Portland, Oregon 97258

(address of Principal Executive Offices)(Zip Code)

(503) 727-4100

(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01	Other Events.
On November 15, 2012, Umpqua Holdings Corporation announced that it completed the acquisition of Circle Bancorp. Immediately following the completion of the acquisition of Circle Bancorp, Circle Bancorp’s subsidiary Circle Bank merged with and into Umpqua Bank. A copy of the press release announcement is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01	Financial Statements and Exhibits.
	(d)	Exhibits.
		99.1  PRESS RELEASE

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this reported to be signed on its behalf of the undersigned hereunto duly authorized.

	UMPQUA HOLDINGS CORPORATION (Registrant)
Dated: November 15, 2012	By: /s/ Steven L. Philpott      Steven L. Philpott      Executive Vice President, General Counsel and Secretary

EX-99.1

 Exhibit 99.1

 

FOR IMMEDIATE RELEASE

Map of Store Locations Available

Media Contacts: Eve Callahan Umpqua Holdings Corporation 503-727-4188 evecallahan@umpquabank.com	Ron Farnsworth Umpqua Holdings Corporation 503-727-4108 ronfarnsworth@umpquabank.com
Ming Lacey LANE PR 503-546-7891 ming.lacey@lanepr.com

UMPQUA HOLDINGS CORPORATION COMPLETES ACQUISITION OF CALIFORNIA-BASED Circle bancorp

PORTLAND, Ore., Nov. 15, 2012 – Umpqua Holdings Corporation (NASDAQ: UMPQ), parent company of Umpqua Bank, today announced the completion of the acquisition of California-based Circle Bancorp, parent company of Circle Bank. The final agreement provides for cash consideration to the common shareholders of $20.4 million, or $17.75 per share. Including the planned cash redemption of $3.5 million in preferred stock and the value of outstanding options and warrants, the total aggregate deal value is approximately $24.9 million.

Effective today, all Circle Bank branches are operating under the Umpqua Bank name. The acquisition adds Circle Bank’s Bay Area network of six branches in Corte Madera, Novato, Petaluma, San Francisco, San Rafael and Santa Rosa to Umpqua Bank’s existing network for a total of 200 locations in California, Oregon, Washington and Northern Nevada. Circle Bank associates have been enrolled in Umpqua Bank’s internal training and culture orientation programs and will begin offering Umpqua products and services in their stores later this month.

“We are pleased to bring Circle Bank into the Umpqua fold and to continue our expansion in the Bay Area. This merger provides customers extended geographic access and increased product offerings, delivered with the personal service of a community bank,” said Ray Davis, president and CEO of Umpqua Bank. “Circle Bank shares Umpqua’s values and culture, making this a smooth transition for customers, associates and communities.”

With Umpqua’s acquisition of Circle Bank, the combined organization now has assets of approximately $11.8 billion, deposits of approximately $9.3 billion and shareholders’ equity of approximately $1.7 billion.

About Umpqua Holdings Corporation

Umpqua Holdings Corporation (NASDAQ: UMPQ) is the parent company of Umpqua Bank, an Oregon-based community bank recognized for its entrepreneurial approach, innovative use of technology, and distinctive banking solutions. Umpqua Bank has locations between San Francisco and Seattle, along the Oregon and Northern California Coast, Central Oregon and Northern Nevada. Umpqua Holdings also owns a retail brokerage subsidiary, Umpqua Investments, Inc., which has locations in Umpqua Bank stores and in dedicated offices in Oregon. Umpqua Private Bank serves high net worth individuals and non-profits, providing trust and investment services. Umpqua Holdings Corporation is headquartered in Portland, Ore. For more information, visit www.umpquaholdingscorp.com.

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