M&A - PACIFIC PREMIER BANCORP INC

Form Type: 425

Filing Date: 2025-04-30

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925042572

Filing Summary: Pacific Premier Bancorp, Inc. is in the process of merging with Columbia Banking System, Inc. as detailed in the Agreement and Plan of Merger dated April 23, 2025. This document provides information regarding how the equity and outstanding equity grants of employees will be treated following the acquisition's closing. It specifies the conversion of all shares of Pacific Premier’s common stock into shares of Columbia’s common stock at an exchange ratio of 0.915. For restricted stock grants, three treatment approaches are explained based on the employment status of the individuals at the time of closing: (1) Continuing employees will convert their restricted stock into Columbia restricted stock while retaining the same vesting schedule. (2) Employees whose positions are eliminated at closing will see an immediate conversion and vesting of their restricted stock into Columbia shares. (3) For employees who remain active initially but have their positions eliminated shortly after, the conversion will occur at closing followed by vesting upon termination of their employment. Additionally, forward-looking statements outline the potential risks and uncertainties associated with the merger, cautioning stakeholders about economic conditions that could impact the expected outcomes of the transaction. Shareholders of both companies will need to approve the merger, and additional information will be provided in future filings with the SEC.

Form Type: 425

Filing Date: 2025-04-25

Corporate Action: Merger

Type: New

Accession Number: 000110465925038862

Filing Summary: Pacific Premier Bancorp, Inc. has entered into a definitive agreement to merge with Columbia Banking System, Inc. as of April 23, 2025. The merger will involve an all-stock transaction where Pacific Premier shareholders will receive 0.915 shares of Columbia stock for each Pacific Premier share. Post-merger, shareholders will own 30% and 70% of the combined company, respectively, with minimal impact on capital ratios expected. Columbia will benefit from significant cost savings, revenue synergies, and expanded market presence, particularly in Southern California. The transaction is projected to provide substantial EPS accretion and is anticipated to close without requiring additional capital. The combined entity will operate under the unified brand of Columbia Bank and integrate Pacific Premier's complementary products, enhancing service offerings and market competitiveness. The leadership will include three directors from Pacific Premier, ensuring continuity and operational smoothness post-merger.

Form Type: 425

Filing Date: 2025-04-25

Corporate Action: Merger

Type: New

Accession Number: 000110465925038886

Filing Summary: On April 23, 2025, Pacific Premier Bancorp, Inc. entered into an Agreement and Plan of Merger with Columbia Banking System, Inc. and its subsidiary Balboa Merger Sub, Inc. The merger involves two steps: first, Balboa Merger Sub will merge into Pacific Premier, with Pacific Premier surviving, and subsequently, Pacific Premier will merge into Columbia, with Columbia as the surviving entity. Shareholders of Pacific Premier will receive 0.9150 of a share of Columbia common stock for each share they own, with cash provided for fractional shares. Accountability measures are in place, with significant changes to equity awards for Pacific Premier’s employees upon merger completion. Additionally, three directors from Pacific Premier will be appointed to Columbia's board. Regulatory approvals and shareholder votes from both companies are required for completion, along with customary closing conditions. A termination fee of $75 million is specified if the merger agreement is terminated under certain conditions.

Form Type: 8-K

Filing Date: 2025-04-25

Corporate Action: Merger

Type: New

Accession Number: 000110465925038879

Filing Summary: On April 23, 2025, Pacific Premier Bancorp, Inc. entered into a Merger Agreement with Columbia Banking System, Inc. and Balboa Merger Sub, Inc. Under this agreement, Merger Sub will merge with Pacific Premier, which will survive the merger, followed by a second step merger with Columbia continuing as the surviving entity. Each share of Pacific Premier Common Stock will be converted to 0.9150 of a share of Columbia Common Stock, with cash provided for any fractional shares. Additionally, equity awards from Pacific Premier will be converted into equivalent Columbia awards, with adjustments made based on the Exchange Ratio. The agreement will see three directors from Pacific Premier added to Columbia's board. The completion of the merger is conditional on standard approvals including shareholder and regulatory approval, and it involves a termination fee of $75 million in certain circumstances.

Form Type: 425

Filing Date: 2025-04-24

Corporate Action: Merger

Type: New

Accession Number: 000110465925038168

Filing Summary: Pacific Premier Bancorp, Inc. has announced a definitive agreement to merge Pacific Premier Bank into Umpqua Bank. The merger aims to create a leading banking franchise in the western United States, combining the strengths and services of both institutions. The merger is expected to deliver enhanced access to a wider array of products and services for customers, including leasing services, expanded treasury management solutions, and wealth management services, alongside a combined branch network of over 350 locations. Clients are assured that their current banking experiences will remain unchanged until the formal completion of the merger, which is subject to regulatory and shareholder approvals. Additional information regarding the transition and the merger process will be communicated regularly to clients. Umpqua Bank plans to change its name to Columbia Bank later in the year, aligning with its holding company, Columbia Banking System.

Form Type: 425

Filing Date: 2025-04-24

Corporate Action: Merger

Type: New

Accession Number: 000110465925038170

Filing Summary: Pacific Premier Bancorp, Inc. announced an agreement to merge Pacific Premier Bank into Umpqua Bank in a strategic transaction with Columbia Banking System, Inc. This combination aims to create a best-in-class banking franchise in the western United States. Communications regarding this merger were made available, including social media posts and website updates. The transaction is subject to various risks and uncertainties, including regulatory approvals and market conditions. Additional filings with the SEC will include a Registration Statement on Form S-4 and a Joint Proxy Statement. Shareholders are encouraged to read these materials as they will contain important information regarding the merger.

Form Type: 425

Filing Date: 2025-04-23

Corporate Action: Merger

Type: New

Accession Number: 000110465925038087

Filing Summary: On April 23, 2025, Pacific Premier Bancorp, Inc. announced the execution of a Merger Agreement with Columbia Banking System, Inc. The Agreement stipulates that Columbia's wholly-owned subsidiary, Balboa Merger Sub, Inc., will merge with Pacific Premier, resulting in Pacific Premier surviving as a corporation. Following this, the Surviving Corporation will merge with Columbia, with Columbia continuing as the surviving entity. Additionally, the plan includes a merger between Pacific Premier Bank and Umpqua Bank, with Umpqua Bank remaining the surviving bank. The filing includes press releases and investor presentations related to this transaction, highlighting the future expectations and projected benefits of the business combination while outlining associated risks and considerations.

Form Type: 8-K

Filing Date: 2025-04-23

Corporate Action: Merger

Type: New

Accession Number: 000110465925038084

Filing Summary: On April 23, 2025, Pacific Premier Bancorp, Inc. entered into a Merger Agreement with Columbia Banking System, Inc. and its wholly owned subsidiary, Balboa Merger Sub, Inc. The agreement outlines a two-step merger process in which Merger Sub will first merge with Pacific Premier, making Pacific Premier the surviving corporation. Subsequently, Pacific Premier will merge into Columbia, with Columbia continuing as the surviving entity. This transaction also involves Pacific Premier Bank merging into Umpqua Bank, a subsidiary of Columbia. The companies have issued a joint press release announcing this transaction and provided supplemental presentation materials for analysts and investors.