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):  February 19, 2014

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 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On February 19, 2014, Banner Bank, the wholly owned subsidiary of Banner Corporation entered into a Purchase and Assumption Agreement (“Agreement”) for the acquisition of deposits totaling approximately $226 million, loans totaling approximately $95 million, and related assets, from Sterling Savings Bank.  The acquisition includes a total of six branches.  Five of the branches are located in Coos County, Oregon and the sixth branch is located in Douglas County.  A copy of the press release and related investor presentation describing this transaction is attached to this filing as Exhibits 99.1 and 99.2, respectively.  The purchase of the branches is subject to consummation of the previously announced merger between Sterling Financial Corporation, the parent of Sterling Savings Bank, and Umpqua Holdings Corporation, regulatory approval and the satisfaction of customary closing conditions and is expected to be completed in June 2014.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 The following exhibits are being furnished herewith:

Exhibit No.	Description
99.1	Press Release dated February 19, 2014
99.2	Investor Presentation

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:  February 19, 2014	By: /s/Lloyd W. Baker
	Lloyd W. Baker
	Executive Vice President and
	Chief Financial Officer

EX-99

Exhibit 99.1

    Contact: Mark J. grescovich, President & CEO Lloyd W. Baker, CFO (509) 527-3636 News Release

Banner Bank Announces Branch Acquisitions to Enhance Pacific Northwest Franchise

Walla Walla, WA – February 19, 2014 – Banner Corporation (NASDAQ: BANR), the parent company of Banner Bank and Islanders Bank, today announced that Banner Bank has entered into an agreement for the acquisition of six branches in Oregon from Sterling Savings Bank together with approximately $226 million in deposits and $95 million in loans.  Five of the six branches are located in Coos County, Oregon and the sixth branch is located in Douglas County.

“This transaction presents a unique opportunity for Banner to expand our Pacific Northwest franchise, specifically in Oregon, through an existing presence with a significant market share,” said Mark Grescovich, Banner Bank President and Chief Executive Officer.  “The acquired branches collectively will capture a 28% share of the Coos County market.  We are pleased to have this opportunity to welcome new clients and employees to the Banner Bank family.  At Banner, we strive to provide great financial services to our clients and believe our new colleagues and clients will soon come to realize that Banner is a special place to work and bank.”  An independent global research firm recently recognized Banner for the second consecutive year with the highest ranking in retail banking customer satisfaction in the Northwest Region.

The purchase of the branches is subject to consummation of the previously announced merger between Sterling Financial Corporation, the parent of Sterling Savings Bank, and Umpqua Holdings Corporation, regulatory approval and the satisfaction of customary closing conditions and is expected to be completed in June 2014.  Additional details concerning the branch acquisitions will be available on a Form 8-K filing later today.

About the Company

Banner Corporation is a $4.39 billion bank holding company operating two commercial banks in Washington, Oregon and Idaho.  Banner serves the Pacific Northwest region with a full range of deposit services and business, commercial real estate, construction, residential, agricultural and consumer loans.  Visit Banner Bank on the Web at www.bannerbank.com.

This press release contains statements that the Company believes are “forward-looking statements.” These statements relate to the Company’s financial condition, results of operations, plans, objectives, future performance or business. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, and actual results and performance in future periods may be materially different from any future results or performance suggested by the forward-looking statements in this release. Factors that might cause such differences include, but are not limited to, those identified in our risk factors contained in Banner Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.  Such forward-looking statements speak only as of the date of this release. Banner Corporation expressly disclaims any obligation to update or revise any forward-looking statements found herein to reflect any changes in Banner Corporation’s expectations of results or any change in events.

EX-99

Exhibit 99.2