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 Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 3, 2014
Umpqua Holdings Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Oregon |
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001-34624 |
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93-1261319 |
One SW Columbia, Suite 1200
Portland, Oregon 97258
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (503) 727-4100
Not Applicable
Former Name or Former Address, if Changed Since Last Report
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:
o 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 7.01. Regulation FD Disclosure.
Secondary Offering
On November 3, 2014, Umpqua Holdings Corporation (the “Company”) announced the commencement of a secondary public offering of 31,190,716 shares of the Company’s common stock by certain funds affiliated with Thomas H. Lee Partners, L.P., Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P and an affiliate of Barclays Capital Inc. (the “Offering”). The Company itself is not selling any shares and will not receive any proceeds from the Offering.
On November 3, 2014, the Company issued a press release announcing the commencement of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference into future filings by the Company under the Securities Act or under the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Description |
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99.1 |
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Press release, dated November 3, 2014 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Umpqua Holdings Corporation | |
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Date: November 3, 2014 |
By: |
/s/ Andrew H. Ognall | |
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Name: |
Andrew H. Ognall |
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Title: |
Executive Vice President, General Counsel and Secretary |
EXHIBIT 99.1
UMPQUA HOLDINGS CORPORATION ANNOUNCES SECONDARY OFFERING OF SHARES
PORTLAND, Ore. — November 3, 2014 — Umpqua Holdings Corporation (NASDAQ: UMPQ) (the “Company”) announced today the commencement of a secondary public offering of 31,190,716 shares of the Company’s common stock, including 28,300,720 shares by certain funds affiliated with Thomas H. Lee Partners, L.P. and Warburg Pincus LLC (collectively, the “Selling Stockholders”), and 2,889,996 shares borrowed by an affiliate of Barclays, in order to hedge the exposure to warrants, exercisable for 5,056,256 shares of the Company’s common stock and $6,596,431, purchased from the Selling Stockholders by an affiliate of Barclays. Barclays is acting as the sole bookrunner for the offering. The Selling Stockholders and the affiliate of the Barclays borrowing the shares will receive all of the proceeds from this offering. No shares of common stock are being sold by the Company. Following the offering, the Selling Stockholders will no longer own any shares of the Company’s common stock.
A shelf registration statement, including a base prospectus, with respect to the offering was previously filed by the Company with the Securities and Exchange Commission (the “SEC”) and became effective on April 21, 2014. The offering may only be made by means of the base prospectus and a prospectus supplement thereto meeting the requirements of Section 10 of the Securities Act of 1933, as amended. A copy of the prospectus supplement and the accompanying base prospectus relating to this offering may be obtained without charge by contacting: Barclays Capital Inc., c/o Broadridge Financial Solutions 1155 Long Island Avenue, Edgewood, NY 11717, Barclaysprospectus@broadridge.com, (888) 603-5847. A copy of the prospectus supplement and accompanying base prospectus may also be obtained without charge by visiting the SEC website at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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 across Idaho, Washington, Oregon, California 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 nonprofits, providing trust and investment services. Umpqua Holdings Corporation is headquartered in Portland, Oregon.
Forward-looking Statements
Certain statements and information included in this release may constitute “forward looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied in such forward looking statements. Additional discussion of factors that could cause actual results to differ materially from management’s projections, forecasts, estimates, and expectations is contained in the companies’ Securities and Exchange Commission filings. The Company does not undertake any obligation to update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.