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 Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 18, 2015

Banner Corporation

(Exact name of registrant as specified in its charter)

Washington	0-26584	91-1691604
(State or other jurisdiction	(Commission File	(I.R.S. Employer
of incorporation)	Number)	Identification No.)

10 S. First Avenue

Walla Walla, Washington 99362

(Address of principal executive offices and zip code)

(509) 527-3636

(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 CFR240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On May 18, 2015, Banner Corporation (“Banner”) entered into an amendment (the “Merger Agreement Amendment”) to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 5, 2014 by and among SKBHC Holdings LLC (“Holdings”), Starbuck Bancshares, Inc. (“Starbuck”) and Banner. Pursuant to the Merger Agreement Amendment, the number of vacancies on the Banner board of directors reserved for representatives of Holdings investors who entered into Investor Letter Agreements with Banner has decreased from three to two, and the number of vacancies reserved for independent directors who are currently members of the Holdings board of directors or other mutually agreed persons has increased from two to three.

Other than as expressly modified pursuant to the Merger Agreement Amendment, the Merger Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by Banner on November 12, 2014, remains in full force and effect as originally executed on November 5, 2014. A copy of the Merger Agreement Amendment is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Merger Agreement Amendment is qualified in its entirety by reference to the full text of the Merger Agreement Amendment.

Also, on May 18, 2015, Banner entered into an amendment (the “ILA Amendment” and together with the Merger Agreement Amendment, the “Amendments”) to the Investor Letter Agreement (the “Investor Letter Agreement”), dated as of November 5, 2014, by and among GS Capital Partners VI Fund, L.P., GS Capital Partners VI GmBH & Co. KG, GS Capital Partners VI Offshore Fund, L.P. and GS Capital Partners VI Parallel, L.P. (collectively, the “Subject Sellers”) and Banner. Pursuant to the ILA Amendment, the right of the Subject Sellers to appoint a board representative to the boards of directors of Banner and its subsidiary Banner Bank under the Investor Letter Agreement is terminated, and all provisions in the Investor Letter Agreement related to such right shall have no further force or effect.

Other than as expressly modified pursuant to the ILA Amendment, the Investor Letter Agreement, which was previously filed as Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by Banner on November 12, 2014, remains in full force and effect as originally executed on November 5, 2014. A copy of the ILA Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the ILA Amendment is qualified in its entirety by reference to the full text of the ILA Amendment.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

2.1	Amendment to Agreement and Plan of Merger, dated May 18, 2015 by and between SKBHC Holdings LLC, Starbuck Bancshares, Inc., Banner Corporation and Elements Merger Sub, LLC.
10.1	Amendment to Investor Letter Agreement, dated May 18, 2015 by and between Banner Corporation and GS Capital Partners VI Fund, L.P. and certain of its affiliates.

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.

	BANNER CORPORATION
Date: May 19, 2015	By: /s/ Lloyd W. Baker
	Lloyd W. Baker Executive Vice President and Chief Financial Officer

EX-2.1

AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER

May 18, 2015

Reference is made to (i) that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 5, 2014, by and among SKBHC Holdings LLC (“Holdings”), Starbuck Bancshares, Inc., a Minnesota corporation (“Starbuck”), and Banner Corporation, a Washington corporation (“Banner”) and (ii) that certain Joinder Agreement (the “Joinder Agreement”) to the Merger Agreement, dated as of December 17, 2014, by and among Holdings, Starbuck, Banner and Elements Merger Sub, LLC, a Washington limited liability company (“Elements”). Unless otherwise defined herein, terms defined in the Merger Agreement and used herein shall have the meanings given to them in the Merger Agreement.

WHEREAS, Holdings, Starbuck and Banner are parties to the Merger Agreement;

WHEREAS, pursuant to the Joinder Agreement, Elements agreed to become a party to the Merger Agreement, and to be bound by all of the terms and conditions of the Merger Agreement applicable to Merger Sub; and

WHEREAS, the parties hereto desire to enter into this Amendment to the Agreement and Plan of Merger (the “Amendment”) to amend certain terms of the Merger Agreement in accordance with Section 8.3 of the Merger Agreement as set forth below;

NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

Section 1. Amendment to Merger Agreement. Section 1.7(b) of the Merger Agreement shall be amended and restated in its entirety to read:

“At or prior to the Effective Time, Boron’s Board of Directors shall take all appropriate action to increase the number of directors by five (5), it being understood that (i) two (2) of such vacancies shall be reserved for the Major Silicon Members, which representatives shall be appointed in accordance with the terms and conditions of the Investor Letter Agreements, and (ii) three (3) of such vacancies shall be reserved for independent directors who are currently members of Holdings’ Board of Directors or such other persons as the Board of Directors of Holdings may identify, the identity of such persons to be mutually agreed by the Board of Directors of Holdings and the Board of Directors of Boron. Each of the foregoing directors shall serve commencing as of the Effective Time and thereafter until his or her successor has been duly elected or appointed and qualified, or his or her earlier death, resignation or removal.”.

Section 2. References. All references to the Merger Agreement (including “hereof,” “herein,” “hereunder,” and “hereby”) shall refer to the Merger Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Merger Agreement (as amended hereby) and references in the Merger Agreement to “the date hereof,” “the date of this Agreement” and terms of similar import shall in all instances continue to refer to November 5, 2014.

Section 3. Miscellaneous. The provisions of Article IX of the Merger Agreement (other than Sections 9.1 and 9.6) shall apply to this Amendment mutatis mutandis. Except as amended by the provisions of this Amendment, all of the terms, covenants and conditions contained in the Merger Agreement are hereby ratified and confirmed and shall remain in full force and effect.

[Signature page to follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first above written.

BANNER CORPORATION
By:	/s/ Lloyd W. Baker
Name:	Lloyd W. Baker
Title:	Executive Vice President

ELEMENTS MERGER SUB, LLC
By its sole Member,
BANNER CORPORATION
By:	/s/ Lloyd W. Baker
Name:	Lloyd W. Baker
Title:	Executive Vice President

Signature Page to Amendment to Agreement and Plan of Merger

SKBHC HOLDINGS LLC
By:	/s/ Scott A. Kisting
Name:		Scott A. Kisting
Title:		Chairman, President and Chief Executive Officer

STARBUCK BANCSHARES, INC.
By:	/s/ Scott A. Kisting
Name:		Scott A. Kisting
Title:		Chairman, President and Chief Executive Officer

EX-10.1

amendment to INVESTOR LETTER AGREEMENT

May 18, 2015

Banner Corporation
10 South First Avenue

Walla Walla, Washington 99362

Attention: Mark J. Grescovich, Chief Executive Officer

Facsimile: (509) 526-8891

Ladies and Gentlemen:

Reference is made to that certain Agreement and Plan of Merger, dated as of November 5, 2014, by and among SKBHC Holdings LLC (“Holdings”), Starbuck Bancshares, Inc. (“Starbuck”) and Banner Corporation (“Banner”, and such agreement, as amended from time to time, the “Merger Agreement”). Reference is further made to that certain investor letter agreement, dated as of November 5, 2014 (the “Original Agreement”), by and among GS Capital Partners VI Fund, L.P., GS Capital Partners VI GmBH & Co. KG, GS Capital Partners VI Offshore Fund, L.P. and GS Capital Partners VI Parallel, L.P. (collectively, the “Subject Sellers”) and Banner. Capitalized terms used not otherwise defined herein have the same meaning as in the Original Agreement.

Holdings, Starbuck and Banner have amended the Merger Agreement to provide for the appointment to the Banner board of directors of five new directors at the Effective Time, to be comprised of two representatives from the Major Silicon Members other than the Subject Sellers, and three independent directors designated by Holdings’ board of directors.

The parties hereto desire to amend the Original Agreement in certain respects, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. The right of the Subject Sellers to appoint a Board Representative to the boards of directors of Banner and Banner Bank under Section 4 of the Original Agreement is hereby terminated, and such Section 4 shall hereafter have no further force or effect.

2. Each party hereto represents to the other parties hereto that it has the corporate or similar power and authority to execute and deliver this amendment to the Original Agreement (this “Amendment”) and to carry out the terms and provisions of this Amendment and the Original Agreement as amended hereby.

3. This Amendment shall be governed by and construed and interpreted in accordance with the Laws of the State of Washington, without regard to any applicable conflicts of Law.

4. The parties hereto acknowledge and confirm that all references in the Original Agreement to “this Agreement” shall be deemed to include the Original Agreement as amended by this Amendment.

5. Except as expressly amended hereby, the Original Agreement shall remain in full force and effect in accordance with the terms thereof. This Amendment is limited specifically to the matters set forth above and does not constitute directly or by implication an amendment or waiver of any other provisions of the Original Agreement or any default which may occur or may have occurred under the Original Agreement. The Original Agreement as amended is hereby ratified and confirmed in all respects.

6. This Amendment may be executed in any number of counterparts (including facsimile and .pdf counterparts), each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.

[Remainder of page left blank intentionally]

Very truly yours,

GS CAPITAL PARTNERS VI FUND, L.P.				GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
By:	GSCP VI Advisors, L.L.C.		By:	GSCP VI Offshore Advisors, L.L.C.
Its:	General Partner		Its:	General Partner
By:	/s/ Gilbert H. Klemann		By:	/s/ Gilbert H. Klemann
	Name:	Gilbert H. Klemann	Name:		Gilbert H. Klemann
	Title:	Vice President	Title:		Vice President
GS CAPITAL PARTNERS VI GmBH & Co. KG				GS CAPITAL PARTNERS VI PARALLEL, L.P.
By:	GSCP Advisors VI, L.L.C.		By:	GSCP Advisors VI, L.L.C.
Its:	Managing Limited Partner		Its:	General Partner
By:	/s/ Gilbert H. Klemann		By:	/s/ Gilbert H. Klemann
	Name:	Gilbert H. Klemann	Name:		Gilbert H. Klemann
	Title:	Vice President	Title:		Vice President

Agreed and accepted:

BANNER CORPORATION
By:	/s/ Lloyd W. Baker
Name:	Lloyd W. Baker
Title:	Executive Vice President