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):
January 5, 2023
Umpqua Holdings Corporation
(Exact name of registrant as specified in its charter)
Oregon
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001-34624
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93-1261319
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(State or Other Jurisdiction of Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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One SW Columbia Street,
Suite 1200
Portland, Oregon 97258
(address of Principal Executive Offices) (Zip Code)
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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TITLE OF EACH CLASS
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TRADING SYMBOL
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NAME OF EXCHANGE
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Common Stock
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UMPQ
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The NASDAQ Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ☐
]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ☐ ]
| Item 1.01. |
Entry into a Material Definitive Agreement.
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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.
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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.
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.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits.
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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.
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Joint Press Release of Umpqua Holdings Corporation and Columbia Banking System, Inc., dated January 9, 2023
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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 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.
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.
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 hereunto duly authorized.
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UMPQUA HOLDINGS CORPORATION
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By:
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/s/ Andrew H. Ognall |
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Name:
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Andrew H. Ognall
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Title:
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Executive Vice President, General Counsel
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Date: January 9, 2023
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and Corporate Secretary
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