8-K

COLUMBIA BANKING SYSTEM, INC.

(as successor by merger to Umpqua Holdings Corporation)

Date: March 1, 2023

/s/ Kumi Yamamoto Baruffi

Kumi Yamamoto Baruffi

General Counsel

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: February 28, 2023

(Date of earliest event reported)

Umpqua Holdings Corporation

(Exact name of registrant as specified in its charter)


Oregon	001-34624	93-1261319
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

One SW Columbia Street, Suite 1200

Portland, Oregon 97258

(address of Principal Executive Offices) (Zip Code)

(503) 727-4100

(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))

Securities registered pursuant to Section 12(b) of the Act:


TITLE OF EACH CLASS	TRADING SYMBOL	NAME OF EXCHANGE
Common Stock	UMPQ	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note.

This Current Report on Form 8-K is being filed in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of October 11, 2021 (the “Merger Agreement”), as amended by Amendment No. 1 to the Merger Agreement, dated as of January 9, 2023, by and among Umpqua Holdings Corporation, an Oregon corporation (“Umpqua”), Columbia Banking System, Inc., a Washington corporation (“Columbia”), and Cascade Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Columbia (“Merger Sub”).

Effective on February 28, 2023 (the “Closing Date”), Umpqua completed its previously announced all-stock combination with Columbia. Pursuant to the Merger Agreement, on the Closing Date, Merger Sub merged with and into Umpqua (the “Merger”) at the effective time of the Merger (the “Effective Time”), with Umpqua surviving the Merger (the “Surviving Entity”). Immediately following the Merger, Columbia caused the Surviving Entity to be merged with and into Columbia (the “Subsequent Merger” and together with the Merger, the “Mergers”), with Columbia surviving the Subsequent Merger. Promptly following the Subsequent Merger, Columbia State Bank, a Washington state-chartered commercial bank and a wholly owned subsidiary of Columbia, merged with and into Umpqua Bank, an Oregon state-chartered commercial bank and, by virtue of the Mergers, a wholly owned subsidiary of Columbia (the “Bank Merger”), with Umpqua Bank surviving the Bank Merger.

Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of common stock, no par value, of Umpqua (“Umpqua Common Stock”) outstanding immediately prior to the Effective Time, other than certain shares held by Columbia, Umpqua or Merger Sub, was converted into the right to receive 0.5958 of a share (the “Exchange Ratio,” and such shares, the “Merger Consideration”) of common stock, no par value, of Columbia (“Columbia Common Stock”), with cash (without interest) paid in lieu of fractional shares.

Pursuant to the Merger Agreement, at the Effective Time, each outstanding Umpqua equity award granted under Umpqua’s equity compensation plans was generally converted into a corresponding award with respect to Columbia Common Stock, with the number of shares underlying such award (and, in the case of stock options, the applicable exercise price) adjusted based on the Exchange Ratio. Each such converted Columbia equity award continues to be subject to the same terms and conditions as applied to the corresponding Umpqua equity award immediately prior to the Effective Time, except that, (i) in the case of Umpqua performance share unit awards granted prior to fiscal year 2023 with a total shareholder return performance condition, the number of shares underlying the converted Columbia equity award was determined based on performance at the 100% (target) level for the 2020-2023 performance period and performance at the 115.75% level for the 2021-2023 performance period, with such awards continuing to vest after the Effective Time solely based on continued service, (ii) in the case of Umpqua performance share unit awards granted prior to fiscal year 2023 with a return on average tangible common equity performance condition, the number of shares underlying the converted Columbia equity award was determined based on performance at the 100.4% level for the 2020-2022 performance period and performance at the 100% (target) level for the 2021-2023 performance period, with such awards continuing to vest after the Effective Time solely based on continued service, and (iii) in the case of deferred share awards of Umpqua Common Stock held by non-employee members of Umpqua’s board of directors, such awards were converted into a fully vested deferred stock award of Columbia Common Stock adjusted based on the Exchange Ratio. In addition, at the Effective Time, each outstanding Columbia performance stock unit award granted prior to fiscal year 2023 under Columbia’s equity compensation plans was converted into a Columbia restricted stock unit award based on the number of shares of Columbia Common Stock underlying such award immediately prior to the Effective Time that would be earned assuming the achievement of the applicable performance goals based on the higher of target performance and actual performance through the latest practicable date prior to the Effective Time resulting in performance at the 100% level for the 2021-2024 performance period and performance at the 106% level for the 2022-2025 performance period, with such awards continuing to vest after the Effective Time solely based on continued service. In addition, each Umpqua performance share unit award that was granted in 2023 was converted into a corresponding award with respect to Columbia Common Stock, with the number of shares underlying such award determined as set forth in the applicable award agreement and adjusted based on the Exchange Ratio, and each such converted Columbia award will be subject to the same terms and conditions (including performance-based vesting terms) as were applicable to the corresponding Umpqua performance share unit award immediately prior to the Effective Time. The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

The total aggregate consideration delivered to holders of Umpqua Common Stock in the Merger was approximately 129,575,804 shares of Columbia Common Stock. The issuance of shares of Columbia Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4 (File No. 333-261281) filed by Columbia with the Securities and Exchange Commission (the “SEC”) on December 2, 2021 and declared effective on December 3, 2021.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On the Closing Date, Umpqua notified the Nasdaq Stock Market LLC (“Nasdaq”) that the Merger had closed and requested that Nasdaq (i) suspend trading of Umpqua Common Stock prior to the opening of trading on March 1, 2023, (ii) withdraw Umpqua Common Stock from listing on Nasdaq prior to the opening of trading on March 1, 2023, and (iii) file with the SEC a notification on Form 25 of delisting of Umpqua Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, Umpqua Common Stock is no longer listed on Nasdaq.

Additionally, Columbia, as successor to Umpqua, intends to file with the SEC as promptly as possible a certification on Form 15 requesting the termination of registration of Umpqua Common Stock under Section 12(g) of the Exchange Act and the suspension of Umpqua’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03

Material Modification to the Rights of Security Holders.

At the Effective Time, each holder of a certificate or book-entry share representing any shares of Umpqua Common Stock ceased to have any rights with respect thereto, except the right to receive the Merger Consideration as described above and subject to the terms and conditions set forth in the Merger Agreement.

The information set forth in the Introductory Note, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01

Changes in Control of Registrant.

The information set forth in the Introductory Note, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Effective Time, in accordance with the terms of the Merger Agreement, each of Umpqua’s directors and executive officers ceased serving in such capacities and Columbia expanded the size of its board of directors to fourteen (14) directors. Seven (7) former directors of Umpqua were appointed to serve as directors of Columbia, in each case effective as of the Effective Time: Cort L. O’Haver, Peggy Y. Fowler, Luis F. Machuca, Maria M. Pope, John F. Schultz, Hilliard C. Terry, III and Anddria Clack-Rogers Varnado.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Articles of Incorporation of Umpqua and the Bylaws of Umpqua became the organizational documents of the Surviving Entity. As of the effective time of the Subsequent Merger (the “Second Effective Time”), the Articles of Incorporation of the Surviving Entity and the Bylaws of the Surviving Entity ceased to be in effect by operation of law.

The Amended and Restated Articles of Incorporation of Columbia and the Amended and Restated Bylaws of Columbia, as in effect immediately prior to the Second Effective Time, remained the Amended and Restated Articles of Incorporation of Columbia (as successor to the Surviving Entity by operation of law) and the Amended and Restated Bylaws of Columbia, as amended, in each case consistent with the terms of the Merger Agreement.

Copies of Columbia’s Amended and Restated Articles of Incorporation, Articles of Amendment of the Amended and Restated Articles of Incorporation, and Amended and Restated Bylaws are included as Exhibit 3.1, Exhibit 3.2, Exhibit 3.3 and Exhibit 3.4 hereto, respectively, each of which is incorporated by reference herein. The information set forth in the Introductory Note of this Current Report on Form 8-K is also incorporated by reference into this Item 5.03.

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.

Exhibit 99.1

Columbia Banking System and Umpqua Holdings

Corporation Complete Merger

Two Leading Community Banks Based in the Northwest Combine

to Create One of the Largest Banks Headquartered in the West

TACOMA, WASHINGTON | PORTLAND, OREGON, March 1, 2023 – Columbia Banking System, Inc. (“Columbia”) (Nasdaq: COLB), the parent company of Columbia Bank, and Umpqua Holdings Corporation (“Umpqua”), the parent company of Umpqua Bank, announced today the closing of their previously announced merger, combining the two premier banks in the Northwest to create one of the largest banks headquartered in the West.

The new institution now ranks as a top-30 U.S. bank and offers a combination of robust commercial, small business and consumer capabilities, expertise, local decision-making and a personalized approach to customer service. In addition to providing expanded capabilities and enhanced products and services for consumers and businesses of all sizes, the bank retains Columbia’s and Umpqua’s long-standing community focus. The combined bank previously announced an $8.1 billion commitment over five years towards enhancing affordable homeownership access, small business formation and growth, and philanthropic and community development initiatives in communities across its eight-state footprint.

“Bringing together the Northwest’s leading banks is a historic achievement and holds enormous potential to benefit our associates, customers, and communities, as well as to drive our company’s long-term growth. I’m especially proud of our associates whose hard work, perseverance, and truly collaborative spirit made this combination of like-minded banks possible,” said Clint Stein, CEO of Columbia and Umpqua Bank. “As we look to the future and the full integration of our new company, we remain laser focused on leveraging our scale advantages to provide a premium banking experience for our customers.”

“Today marks the beginning of an exciting new chapter for our company,” said Cort O’Haver, Executive Chair of the Board of Columbia. “We have tremendous opportunity to deliver enhanced shareholder returns by building upon our combined bank’s commitment to the success and prosperity of all our stakeholders.”

The combined organization has more than $50 billion in assets with approximately $37 billion in loans and $45 billion in deposits throughout an eight-state footprint that spans some of the most dynamic commercial markets and vibrant local economies in the western U.S. All branches of the combined company will operate under the Umpqua Bank banner once the integration is completed. Umpqua Bank’s corporate headquarters remain in Lake Oswego, Oregon and the holding company, Columbia Banking System, Inc., remains headquartered in Tacoma, Washington. In addition to Umpqua Bank, the company consists of other major subsidiaries and divisions including Columbia Trust Company, Columbia Wealth Advisors and Columbia Private Bank, which operate under the banner of Columbia Wealth Management, as well as Financial Pacific Leasing, Inc. The combined company will trade under Columbia’s ticker symbol (COLB) on the Nasdaq Stock Market.

Customers Should Continue to Bank as They Normally Do

Umpqua Bank will initially operate under both the Umpqua Bank and Columbia Bank brands, and customers will continue to conduct business through their respective Umpqua and Columbia branches, websites, and mobile apps. The company expects to combine its systems and services in the first quarter of 2023. Umpqua Bank customers can find additional information at www.umpquabank.com/columbia, and Columbia Bank customers can find additional information at www.columbiabank.com/umpqua.

Board of Directors

The combined company’s Board of Directors consists of 14 members, with seven directors from Columbia and seven directors from Umpqua:

◾

Cort L. O’Haver, Executive Chair

◾

Craig D. Eerkes, Lead Independent Director

◾

Mark A. Finkelstein

◾

Eric S. Forrest

◾

Peggy Y. Fowler

◾

Randal L. Lund

◾

Luis F. Machuca

◾

S. Mae Fujita Numata

◾

Maria M. Pope

◾

John F. Schultz

◾

Elizabeth W. Seaton

◾

Clint E. Stein

◾

Hilliard C. Terry, III

◾

Anddria Varnado

Closing Details

At the effective time of the merger on February 28, 2023, each share of Umpqua common stock was converted into the right to receive 0.5958 of a share of Columbia common stock, with Umpqua shareholders receiving cash in lieu of fractional shares. Former Umpqua shareholders collectively represent approximately 62% of the combined company. Shares of Umpqua ceased trading prior to the opening of the Nasdaq Stock Market on March 1, 2023.

About Columbia

Columbia (NASDAQ: COLB) is headquartered in Tacoma, Washington and is the parent company of Umpqua Bank, an award-winning western U.S. regional bank based in Lake Oswego, Oregon. In March of 2023, Columbia and Umpqua combined two of the Pacific Northwest’s premier financial institutions under the Umpqua Bank brand to create one of the largest banks headquartered in the West and a top-30 U.S. bank. With over $50 billion of assets, Umpqua Bank combines the resources, sophistication and expertise of a national bank with a commitment to deliver personalized service at scale. The bank operates in Arizona, California, Colorado, Idaho, Nevada, Oregon, Utah, and Washington State and supports consumers and businesses through a full suite of services, including retail and commercial banking; Small Business Administration lending; institutional and corporate banking; and equipment leasing. Umpqua Bank customers also have access to comprehensive investment and wealth management expertise through Columbia Wealth Advisors and Columbia Trust Company, a subsidiary of Columbia. Learn more at www.columbiabankingsystem.com.

Forward-Looking Statements

This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the transaction, the plans, objectives, expectations and intentions of Columbia and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. All statements other than statements of historical fact, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as “expect,” “anticipate,” “believe,” “intend,” “estimate,” “plan,” “target,” “goal,” or similar expressions, or future or conditional verbs such as “will,” “may,” “might,” “should,” “would,” “could,” or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: changes in general economic, political, or industry conditions; the magnitude and duration of the COVID-19 pandemic and its impact on the global economy, financial market conditions and Columbia’s business, results of operations, and financial condition; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve Board or the effects of any declines in housing and commercial real estate prices, high or increasing unemployment rates, or any slowdown in economic growth particularly in the western United States; volatility and disruptions in global capital and credit markets; movements in interest rates; reform of LIBOR; competitive pressures, including on product pricing and services; success, impact, and timing of Columbia’s business strategies, including market acceptance of any new products or services and Columbia’s ability to successfully implement efficiency and operational excellence initiatives following the merger; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations; changes in laws or regulations; the outcome of any legal proceedings that have been or may be instituted against Umpqua or Columbia; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Columbia does business; potential adverse reactions or changes to business or employee relationships, including those resulting from the completion of the transaction; the dilution caused by

Columbia’s issuance of additional shares of its capital stock in connection with the transaction; and other factors that may affect the future results of Columbia. Additional factors that could cause results to differ materially from those described above can be found in Umpqua’s Annual Report on Form 10-K for the year ended December 31, 2022, which is on file with the Securities and Exchange Commission (the “SEC”) and available on Umpqua’s investor relations website, www.umpquabank.com, under the heading “Financials,” and in other documents Umpqua filed with the SEC, and in Columbia’s Registration Statement on Form S-4 and its Annual Report on Form 10-K for the year ended December 31, 2022, which are on file with the SEC and available on Columbia’s website, www.columbiabank.com, under the heading “About – Investor Relations” and in other documents Columbia files with the SEC.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. Columbia does not assume any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

Media Contact:

Kurt Heath | (503) 219-6124 | kurtheath@umpquabank.com

Investor Contact:

Jacquelynne “Jacque” Bohlen | (503) 727-4117 | jacquebohlen@umpquabank.com

# # #


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated October 11, 2021, by and among Umpqua Holdings Corporation, Columbia Banking System, Inc. and Cascade Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 of Umpqua Holdings Corporation’s Form 8-K filed with the SEC on October 15, 2021 (File No. 001-34624)).

2.2		Amendment No. 1, dated as of January 9, 2023, to the Agreement and Plan of Merger, dated as of October 11, 2021, by and among Umpqua Holdings Corporation, Columbia Banking System, Inc. and Cascade Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Umpqua Holdings Corporation’s Form 8-K filed with the SEC on January 10, 2023 (File No. 001-34624)).

3.1		Amended and Restated Articles of Incorporation of Columbia Banking System, Inc. (incorporated by reference to Exhibit 3.1 to Columbia Banking System, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 7, 2013 (File No. 000-20288)).

3.2		Articles of Amendment of the Amended and Restated Articles of Incorporation of Columbia Banking System, Inc., effective as of April 22, 2015 (incorporated by reference to Exhibit 4.4 to Columbia Banking System, Inc.’s Registration Statement on Form S-3 filed with the SEC on August 6, 2015 (File No. 333-206125)).

3.3		Articles of Amendment of the Amended and Restated Articles of Incorporation of Columbia Banking System, Inc., effective as of February 28, 2023 (incorporated by reference to Exhibit 3.3 to Columbia Banking System, Inc.’s Form 8-K filed with the SEC on March 1, 2023).

3.4		Amended and Restated Bylaws of Columbia Banking System, Inc. (incorporated by reference to Exhibit 3.4 to Columbia Banking System, Inc.’s Form 8-K filed with the SEC on March 1, 2023).

99.1		Joint Press Release of Umpqua Holdings Corporation and Columbia Banking System, Inc., dated March 1, 2023.

104		104 Cover Page Interactive Data File (embedded within the Inline XBRL document)