BANNER CORPORATION
10 South First Avenue
Walla Walla, WA 99362
(509) 527-3636
September 5, 2018
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
Attention: David Gessert
RE: Banner Corporation
Registration Statement on Form S-4
File No. 333-226991
Request for Acceleration
Dear Mr. Gessert:
Reference is made to the Registration Statement on Form S-4 (File No. 333-226991) filed by Banner Corporation (the Company) with the U.S. Securities and Exchange Commission (the SEC) on August 24, 2018, as amended on September 5, 2018 (the Registration Statement).
The Company hereby requests the Registration Statement be made effective at 4:00 p.m., Eastern Time, on September 6, 2018, or as soon as possible thereafter, in accordance with Rule 461 promulgated under the Securities Act of 1933, as amended.
Please contact Jacob A. Kling of Wachtell, Lipton, Rosen & Katz at (212) 403-1003 or JAKling@wlrk.com with any questions you may have concerning this letter, or if you require any additional information. Please notify Mr. Kling when this request for acceleration of effectiveness of the Registration Statement has been granted.
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Very truly yours, | |
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BANNER CORPORATION | |
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By: |
/s/ Craig Miller |
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Name: |
Craig Miller |
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Title: |
Executive Vice President and General Counsel |
cc: Wachtell, Lipton, Rosen & Katz
Jacob A. Kling