M&A - COLUMBIA BANKING SYSTEM, INC.

Form Type: S-4

Filing Date: 2025-05-28

Corporate Action: Merger

Type: New

Accession Number: 000119312525128060

Filing Summary: Columbia Banking System, Inc. has proposed a merger with Pacific Premier Bancorp, Inc. through an Agreement and Plan of Merger dated April 23, 2025. The merger involves Balboa Merger Sub, Inc. merging with Pacific Premier, making it the surviving entity, followed by a second step merger where Pacific Premier will merge into Columbia, resulting in Columbia as the surviving company. This merger is set to create a West Coast banking franchise with combined total assets of approximately $69 billion and deposits of about $57 billion. Pacific Premier stockholders will receive an exchange ratio of 0.9150 shares of Columbia common stock for each share of Pacific Premier common stock. The merger consideration amounts to an estimated total of $2 billion based on the current stock values. Current Columbia shareholders are expected to own roughly 70% of the merged company, while former Pacific Premier stockholders will hold about 30%. Special meetings for both Columbia and Pacific Premier shareholders will be convened to approve the proposed transactions. The management teams encourage shareholders to vote favorably on the proposals, emphasizing the need for majority approval for the transactions to proceed.

Form Type: 425

Filing Date: 2025-05-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525112969

Filing Summary: Columbia Banking System, Inc. has filed a 425 form relating to its proposed merger with Pacific Premier Bancorp, Inc. The merger agreement, dated April 23, 2025, details that the transaction will involve a fixed exchange ratio where Pacific Premier shareholders will receive 0.9150 shares of Columbia for each Pacific Premier share. This strategic acquisition aims to enhance Columbia's scale, particularly in Southern California, and is projected to close in the second half of 2025 pending regulatory and shareholder approvals. The combined entity is expected to operate as Columbia Bank, significantly increasing its assets and market share. The document outlines various forward-looking statements regarding the anticipated benefits of this merger, including financial performance enhancement and market expansion. It also emphasizes potential risks including economic conditions and regulatory approvals, and the ongoing need for due diligence. In terms of operations, the merger is depicted as a vital step towards a more cohesive regional banking powerhouse, with projections indicating a beneficial impact on profitability ratios and share value for Columbia.

Form Type: 8-K

Filing Date: 2025-05-05

Corporate Action: Merger

Type: New

Accession Number: 000088734325000163

Filing Summary: On May 5, 2025, Columbia Banking System, Inc. filed a report disclosing that it is proposing a business combination transaction with Pacific Premier Bancorp, Inc. The report includes an investor slide presentation slated for upcoming meetings with investors, emphasizing forward-looking statements about the benefits of the transaction. Key points include expectations and projections regarding completion timing and potential risks associated with the merger. The document notes uncertainties such as changes in economic conditions, competitive pressures, and regulatory approvals. It also mentions that additional filings will be made with the SEC, including a Registration Statement on Form S-4 containing a Joint Proxy Statement and Prospectus related to the merger, urging shareholders of both companies to review these documents for essential information regarding the Transaction.

Form Type: 425

Filing Date: 2025-04-25

Corporate Action: Merger

Type: New

Accession Number: 000119312525094211

Filing Summary: Columbia Banking System, Inc. announced a proposed merger with Pacific Premier Bancorp, Inc. under an Agreement and Plan of Merger dated April 23, 2025. The merger will create a financial institution with approximately $70 billion in assets, enhancing Columbia's product offerings and geographic footprint, particularly in California. As part of the all-stock transaction, Pacific Premier shareholders will receive 0.915 shares of Columbia stock for each Pacific Premier share, and upon closing, they will hold 30% of the combined company. Columbia's shareholders will retain 70%. The merger is positioned to have minimal impact on Columbia's capital ratios, not requiring additional capital. The transaction promises significant cost savings and revenue synergies, with expected EPS accretion in the following years and completion expected to support long-term shareholder value. Leadership and branding continuity is a focus, as Columbia intends to unify under the Columbia Bank name, integrating the cultural and operational strengths of both institutions while prioritizing relationship-based banking. The outlook is positive, expecting a smooth integration due to similar corporate cultures and extensive experience in merger transactions among the leadership teams.

Form Type: 425

Filing Date: 2025-04-25

Corporate Action: Merger

Type: New

Accession Number: 000119312525094682

Filing Summary: On April 23, 2025, Columbia Banking System, Inc. entered into a Merger Agreement with Pacific Premier Bancorp, Inc. and Balboa Merger Sub, Inc. The agreement outlines a two-step merger process where Balboa Merger Sub will first merge with Pacific Premier, which will survive the merger, followed immediately by a second merger of Pacific Premier into Columbia, allowing Columbia to be the surviving entity. Following these mergers, Pacific Premier Bank will merge into Umpqua Bank, with Umpqua as the surviving bank. The exchange ratio for the stock conversion is set at 0.9150 shares of Columbia Common Stock for each share of Pacific Premier Common Stock. The completion of the merger is subject to customary approvals, including shareholder votes, regulatory approvals, and the absence of legal restrictions. A termination fee of $75 million is specified under certain circumstances of termination of the agreement. The parties have agreed to covenants for conducting their businesses between agreement execution and the merger's effective time, and will seek necessary consents and approvals from government entities and shareholders.

Form Type: 8-K

Filing Date: 2025-04-25

Corporate Action: Merger

Type: New

Accession Number: 000119312525094676

Filing Summary: On April 23, 2025, Columbia Banking System, Inc. entered into a Merger Agreement with Pacific Premier Bancorp, Inc. and Balboa Merger Sub, Inc. According to the agreement, Merger Sub will merge with Pacific Premier, which will then merge with Columbia, with Columbia as the surviving entity. Pacific Premier's bank subsidiary will also merge into Columbia's bank subsidiary. Shareholders of Pacific Premier will receive 0.9150 shares of Columbia stock for each share of Pacific Premier they own, and cash for fractional shares. The agreement includes customary representations, warranties, and covenants, and specifies approvals needed from shareholders and regulatory bodies for the merger to complete. The completion is contingent on specific conditions, including accurate representations and the absence of legal impediments. A termination fee of $75,000,000 is included for certain termination circumstances.

Form Type: 425

Filing Date: 2025-04-24

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525091891

Filing Summary: Columbia Banking System, Inc. announced a definitive agreement to acquire Pacific Premier Bank, which is expected to significantly enhance its growth in Southern California, advancing its strategic goals by over a decade. The deal will create a combined company with approximately $70 billion in assets and over 350 branches. The acquisition aims to leverage Pacific Premier's strong market position, 58 branches, and diverse service offerings, and will allow for an expanded suite of services for customers, including integrated treasury functions through an API marketplace. The name of Umpqua Bank will be changed to Columbia Bank to align with the new combined entity. The closing of the acquisition is anticipated later in 2025, with systems integration planned for early 2026, amid a comprehensive communication strategy for stakeholders of both companies.

Form Type: 425

Filing Date: 2025-04-24

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525091895

Filing Summary: Columbia Banking System, Inc. has filed a 425 Form related to the proposed acquisition of Pacific Premier Bancorp, Inc. The acquisition aligns with Columbia's strategy to expand its presence in Southern California and the Southwest, enhancing their service offerings for businesses and consumers. The transaction is based on an Agreement and Plan of Merger dated April 23, 2025. Pacific Premier Bank, a well-established commercial bank with approximately $18 billion in assets, operates a strong network of 58 branches. The acquisition aims to leverage Pacific Premier's robust API banking capabilities and diversify offerings through Pacific Premier Trust's custodial trust solutions. This acquisition is subject to regulatory and shareholder approvals, and both entities will operate independently until the close, anticipated later in 2025. Employees and customers will be informed through designated channels about the progress of the acquisition and its implications, ensuring a smooth transition with minimal disruptions to existing services.

Form Type: 425

Filing Date: 2025-04-24

Corporate Action: Merger

Type: New

Accession Number: 000119312525091900

Filing Summary: Columbia Banking System, Inc. has entered into a definitive agreement to acquire Pacific Premier Bank, significantly strengthening its presence in Southern California and the Southwest. The merger agreement, dated April 23, 2025, is set to enhance the bank's offerings, providing customers access to a broader range of financial solutions via over 350 branches in the West. The acquisition is subject to regulatory and shareholder approvals. As part of the rebranding strategy post-acquisition, Umpqua Bank will be renamed Columbia Bank, aligning it with the parent company. No immediate changes to customer services are anticipated. Additional information regarding the transaction and name change will be provided in due course. Forward-looking statements regarding the merger highlight various risks and uncertainties that could affect outcomes, alongside a call for stakeholders to read the forthcoming joint proxy statement and prospectus related to the transaction.

Form Type: 425

Filing Date: 2025-04-24

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525091904

Filing Summary: Columbia Banking System, Inc. entered into a definitive agreement on April 23, 2025, to acquire Pacific Premier Bank, headquartered in Irvine, California, which has approximately $18 billion in assets and operates 58 branches in Southern California and beyond. The acquisition is subject to shareholder and regulatory approvals and other customary conditions, with plans to close later in 2025. Until the acquisition is finalized, both banks will operate independently. Post-acquisition, Umpqua Bank will manage over 350 locations and provide expanded services without changes to existing banking relationships. The strategic move aims to strengthen Umpqua's position in Southern California, introducing new treasury management solutions and ensuring brand clarity by changing the bank's name to Columbia Bank. Further information regarding the transaction will be available through the SEC filings.

Form Type: 425

Filing Date: 2025-04-24

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525091907

Filing Summary: Columbia Banking System, Inc. has entered into an Agreement and Plan of Merger with Pacific Premier Bancorp, Inc. as of April 23, 2025. This merger will facilitate the acquisition of Pacific Premier Bank, significantly enhancing Columbia's presence in Southern California and the Southwest. The acquisition is expected to lead to the operation of over 350 locations in eight Western states, thereby expanding the range of services available to customers. The announcement was shared on Columbia's social media platforms, highlighting their commitment to strengthening their footprint in the region.

Form Type: 425

Filing Date: 2025-04-23

Corporate Action: Merger

Type: New

Accession Number: 000119312525091472

Filing Summary: On April 23, 2025, Columbia Banking System, Inc. announced the execution of a definitive merger agreement with Pacific Premier Bancorp, Inc. In this all-stock transaction, Pacific Premier shareholders will receive 0.9150 shares of Columbia common stock for each share owned, valuing the merger at approximately $2.0 billion. Following the merger, Pacific Premier shareholders will own about 30% of Columbia's outstanding shares. The transaction establishes a leading banking franchise in the Western U.S., expanding Columbia's market presence with projected assets around $70 billion. The agreement was unanimously approved by both companies' Boards of Directors, indicating strong confidence in the strategic fit and anticipated benefits of the merger, which include accelerated expansion in Southern California and enhanced product offerings. The merger is expected to close in the second half of 2025, subject to customary closing conditions and regulatory approvals.

Form Type: 8-K

Filing Date: 2025-04-23

Corporate Action: Merger

Type: New

Accession Number: 000119312525091469

Filing Summary: Columbia Banking System, Inc. and Pacific Premier Bancorp, Inc. have announced the execution of a Merger Agreement on April 23, 2025. According to the agreement, a wholly owned subsidiary of Columbia, Balboa Merger Sub, Inc., will merge with Pacific Premier, with Pacific Premier surviving this initial merger. Subsequently, Pacific Premier will be merged into Columbia, with Columbia continuing as the surviving entity. Following these transactions, Pacific Premier Bank will merge with Umpqua Bank, with Umpqua continuing as the surviving bank. The transaction will be further detailed in presentations to analysts and investors, and relevant documents will be filed with the SEC.

Form Type: 8-K

Filing Date: 2025-04-02

Corporate Action: Merger

Type: Update

Accession Number: 000088734325000143

Filing Summary: On March 30, 2025, Columbia Banking System, Inc. announced that Cort O’Haver will no longer serve as Executive Chair effective March 31, 2025. O’Haver's position was initially established to facilitate the merger between Columbia Banking System and Umpqua Holdings Corporation. The board of directors concluded that the integration has been successfully achieved, allowing for the elimination of the Executive Chair role. O’Haver will also resign from the board and from any role within the company and its subsidiaries. He is entitled to severance benefits for his involuntary termination without cause, subject to compliance with specific obligations. Maria Pope has been elected as the new independent, non-executive Chair of the board, effective April 1, 2025. On April 2, 2025, a press release was issued regarding these developments, which is included as Exhibit 99.1.

Form Type: 10-K

Filing Date: 2025-02-25

Corporate Action: Merger

Type: Update

Accession Number: 000088734325000054

Filing Summary: Columbia Banking System, Inc. has filed its 10-K for the fiscal year ending December 31, 2024. The document includes a detailed overview of the company’s performance, financial position, and significant occurrences during the year. Notably, the merger with Umpqua Bank, which took effect in early 2023, is highlighted as a major transformative event, enhancing the bank's market presence and operational capacity. The financial results reflect growth in asset totals, along with operational and noninterest income bolstered by the merger integration. The report also discusses various financial metrics, regulatory compliance, risk management strategies, and plans for future growth. Furthermore, it emphasizes the company’s commitment to community service and responsible banking as part of its corporate governance. The document concludes with standard disclosures regarding the company’s management, risks, and outlook for the upcoming fiscal year.