8-K

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):

November 1, 2017

COLUMBIA BANKING SYSTEM, INC.

(Exact name of registrant as specified in its charter)

Washington	000-20288	91-1422237
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1301 A Street

Tacoma, WA 98402

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (253) 305-1900

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ 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 of (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act of (17 CFR 240.13e-4(c))

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) of 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.  ☐

Item 2.01. Completion of Acquisition or Disposition of Assets.

On November 1, 2017, pursuant to the Agreement and Plan of Merger, dated as of January 9, 2017 (the “Merger Agreement”), by and among Columbia Banking System, Inc., a Washington corporation (“Columbia”), Pacific Continental Corporation, an Oregon corporation (“Pacific Continental”) and Coast Merger Sub, Inc., an Oregon corporation and wholly-owned subsidiary of Columbia (“Merger Sub”), Merger Sub merged with and into Pacific Continental, with Pacific Continental as the surviving corporation (the “First Merger”). Immediately following the First Merger and as part of a single integrated transaction, Pacific Continental merged with and into Columbia, with Columbia as the surviving entity (the “Subsequent Merger”). Immediately following the Subsequent Merger, Pacific Continental Bank, an Oregon state-chartered bank and wholly-owned subsidiary of Pacific Continental, merged with and into Columbia State Bank, a Washington state-chartered bank and wholly-owned subsidiary of Columbia, with Columbia State Bank as the surviving bank (the “Bank Merger”, and collectively, with the First Merger, and the Subsequent Merger, the “Mergers”).

Pursuant to the terms and conditions set forth in the Merger Agreement, each outstanding Pacific Continental common share (“Pacific Continental Common Shares”) was converted into the right to receive 0.6430 (the “Exchange Ratio”) of a Columbia common share (the “Merger Consideration”). In lieu of the issuance of any fractional share, Columbia paid to each former shareholder of Pacific Continental who otherwise was entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the average daily closing price of a Columbia common share (“Columbia Common Shares”) on the Nasdaq Global Select Market (“NASDAQ”) for the 20 consecutive NASDAQ trading days ending on and including the trading day that is five trading days prior to the closing of the Mergers (such time period, the “Determination Period” and such average daily closing price, the “Columbia Average Closing Price”) by (ii) the fraction of a share (after taking into account all Pacific Continental Common Shares held by such holder at the Effective Time (as defined below) and rounded to the nearest thousandth when expressed in decimal form) of Columbia Common Shares which such holder was otherwise entitled to receive.

At the date and time when the First Merger became effective (the “Effective Time”), all outstanding restricted stock units of Pacific Continental (“Pacific Continental Restricted Stock Units”), whether vested or unvested, automatically and without any action on the part of the holders thereof, were cancelled and only entitled the holders of such Pacific Continental Restricted Stock Units to receive (without interest), an amount in cash equal to (i) the number of Pacific Continental Common Shares subject to such Pacific Continental Restricted Stock Units immediately prior to the Effective Time multiplied by (ii) (A) the Exchange Ratio multiplied by (B) the Columbia Average Closing Price for the Determination Period (the “Equity Award Cashout Price”), less applicable taxes required to be withheld with respect to such payment. At the Effective Time, any vesting conditions applicable to any Pacific Continental outstanding restricted stock awards automatically and without any action on the part of the holders thereof, accelerated in full and such restricted stock awards were converted into, and became exchangeable for, the Merger Consideration (less applicable taxes required to be withheld with respect to such vesting). At the Effective Time, all outstanding stock options of Pacific Continental (“Pacific Continental Stock Options”), whether vested or unvested, were automatically and without any action on the part of the holders thereof, cancelled and only entitled the holders of such Pacific Continental Stock Options to receive (without interest), an amount in cash equal to the product of (i) the number of Pacific Continental Common Shares subject to such Pacific Continental Stock Options immediately prior to the Effective Time, multiplied by (ii) the excess, if any of (A) the Equity Award Cashout Price over (B) the exercise price per Pacific Continental Common Share of such Pacific Continental Stock Options less applicable taxes required to be withheld with respect to such payment. At the Effective Time, all stock appreciation rights of Pacific Continental (“Pacific Continental Stock Appreciation Rights”), whether cash-settled or stock-settled, vested or unvested, were automatically and without any action on the part of the holders thereof, cancelled and only entitled the holders of such Pacific Continental Stock Appreciation Rights to receive (without interest) an amount in cash equal to the product of (i) the number of Pacific Continental Common Shares subject to such Pacific Continental Stock Appreciation Rights immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (A) the Equity Award Cashout Price over (B) the reference price per Pacific Continental Common Share of such Pacific Continental Stock Appreciation Right, less applicable taxes required to be withheld with respect to such payment.

The foregoing description of the Mergers and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to Columbia’s Current Report on Form 8-K filed on January 10, 2017.

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Item 8.01. Other Events

On November 1, 2017, Columbia issued a press release announcing the completion of the Mergers. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

2.1	Agreement and Plan of Merger, dated as of January 9, 2017, by and among Columbia Banking System Inc., Pacific Continental Corporation and Coast Merger Sub, Inc. (filed as Exhibit 2.1 to Columbia’s Current Report on Form 8-K filed on January 10, 2017 and incorporated herein by reference).*
99.1	Press Release issued November 1, 2017.

* The disclosure schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Columbia agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of January  9, 2017, by and among Columbia Banking System Inc., Pacific Continental Corporation and Coast Merger Sub, Inc. (filed as Exhibit 2.1 to Columbia’s Current Report on Form 8-K filed on January  10, 2017 and incorporated herein by reference).*
99.1	Press Release dated November 1, 2017.

* The disclosure schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Columbia agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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.

Dated: November 1, 2017	COLUMBIA BANKING SYSTEM, INC.
	By:	/s/ Hadley S. Robbins
		Hadley S. Robbins President and Chief Executive Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

November 1, 2017

Columbia Banking System Announces Completion of Acquisition of Pacific Continental Corporation

TACOMA, Wash., November 1, 2017 — Columbia Banking System, Inc. (NASDAQ: COLB, “Columbia”) today announced the completion of its acquisition of Pacific Continental Corporation (NASDAQ: PCBK, “Pacific Continental”) the parent company of Pacific Continental Bank. Immediately following completion of the acquisition, Pacific Continental Bank was merged with and into Columbia’s wholly owned subsidiary, Columbia State Bank. Effective at the time of the merger, Columbia also appointed Eric Forrest, a former director of Pacific Continental, to serve on the Boards of Columbia and Columbia State Bank.

Under terms of the transaction agreement, Pacific Continental shareholders received 0.6430 of a share of Columbia common stock for each share of Pacific Continental stock. The value of the total deal consideration was approximately $644.8 million, which includes approximately $637.1 million of Columbia stock issued to Pacific Continental shareholders and $7.7 million of cash issued to the holders of options, stock appreciation rights and restricted stock units.

Hadley Robbins, President and Chief Executive Officer of Columbia, said, “We are delighted to announce the completion of our merger with Pacific Continental which strengthens Columbia’s position as a leading Pacific Northwest regional bank and gives us a presence in key metropolitan markets. We are pleased to welcome the Pacific Continental family of customers, employees and shareholders to Columbia. Together, we look forward to continuing our mutual commitment to relationship banking and to building strong relationships with our customers and the communities we serve.”

With the addition of Pacific Continental, on a pro forma combined basis, Columbia Bank has over $12.0 billion in total assets and over 150 branches throughout Washington, Oregon and Idaho.

Columbia was advised on this transaction by Keefe, Bruyette & Woods, a Stifel Company, as financial advisor and Sullivan & Cromwell LLP, as legal counsel. Pacific Continental was advised by D.A. Davidson & Co., as financial advisor, and Pillsbury Winthrop Shaw Pittman LLP, as legal counsel.

About Columbia

Headquartered in Tacoma, Washington, Columbia Banking System, Inc. is the holding company of Columbia Bank, a Washington state-chartered full-service commercial bank with locations throughout Washington, Oregon and Idaho. For the eleventh consecutive year, the bank was named in 2017 as one of Puget Sound Business Journal’s “Washington’s Best Workplaces.” Columbia ranked in the top 30 on the 2017 Forbes list of best banks. More information about Columbia can be found on its website at www.columbiabank.com.

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Note Regarding Forward-Looking Statements

This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, descriptions of Columbia’s management’s expectations regarding future events and developments such as future operating results, growth in loans and deposits, continued success of Columbia’s style of banking and the strength of the local economy. The words “will,” “believe,” “expect,” “intend,” “should,” and “anticipate” or the negative of these words or words of similar construction are intended in part to help identify forward looking statements. Future events are difficult to predict, and the expectations described above are necessarily subject to risks and uncertainties, many of which are outside our control, that may cause actual results to differ materially and adversely. In addition to discussions about risks and uncertainties set forth from time to time in Columbia’s filings with the Securities and Exchange Commission, available at the SEC’s website at www.sec.gov and the Company’s website at www.columbiabank.com, including the “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our annual reports on Form 10-K and quarterly reports on Form 10-Q, (as applicable), factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following: (1) local, national and international economic conditions may be less favorable than expected or have a more direct and pronounced effect on Columbia than expected and adversely affect Columbia’s ability to continue its internal growth at historical rates and maintain the quality of its earning assets; (2) changes in interest rates may reduce interest margins more than expected and negatively affect funding sources; (3) projected business increases following strategic expansion or opening or acquiring new branches may be lower than expected; (4) costs or difficulties related to the integration of acquisitions may be greater than expected; (5) competitive pressure among financial institutions may increase significantly; and (6) legislation or regulatory requirements or changes may adversely affect the businesses in which Columbia is engaged. We believe the expectations reflected in our forward-looking statements are reasonable, based on information available to us on the date hereof. However, given the described uncertainties and risks, we cannot guarantee our future performance or results of operations and you should not place undue reliance on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the federal securities laws. The factors noted above and the risks and uncertainties described in our SEC filings should be considered when reading any forward-looking statements in this release.

Annualized, pro forma, projected and estimated numbers and percentages are used for illustrative purposes only, are not forecasts, and may not reflect actual results.

Columbia Banking System Contacts:

Hadley S. Robbins, President and Chief Executive Officer

Clint E. Stein, Executive Vice President and Chief Operating Officer

Investor Relations Contact:

InvestorRelations@columbiabank.com

(253) 305-1921

Media Contact:

Moira Conlon

Financial Profiles, Inc.

(310) 622- 8220