0000891106-12-000018.txt : 20120703 0000891106-12-000018.hdr.sgml : 20120703 20120702173315 ACCESSION NUMBER: 0000891106-12-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120629 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120703 DATE AS OF CHANGE: 20120702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STERLING FINANCIAL CORP /WA/ CENTRAL INDEX KEY: 0000891106 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 911572822 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34696 FILM NUMBER: 12941385 BUSINESS ADDRESS: STREET 1: 111 N WALL ST CITY: SPOKANE STATE: WA ZIP: 99201 BUSINESS PHONE: 509-227-5389 MAIL ADDRESS: STREET 1: 111 NORTH WALL STREET CITY: SPOKANE STATE: WA ZIP: 99201 8-K 1 a8-k7x2x12.htm STERLING FINANCIAL CORPORATION 8-K 8-K 7-2-12


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: June 29, 2012
(Date of earliest event reported)


Sterling Financial Corporation
(Exact name of Registrant as Specified in its Charter)
Washington
001-34696
91-1572822
(State or other jurisdiction
of incorporation or organization) 
(Commission File Number)
 
(I.R.S. Employer
Identification Number)

111 North Wall Street, Spokane, Washington 99201
(Address of Principal Executive Offices and Zip Code)
(509) 458-3711
(Registrant's Telephone Number, including Area Code)

Not Applicable
(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 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))







Item 8.01     Other Events.

On June 29, 2012 Sterling Financial Corporation's principal operating subsidiary Sterling Savings Bank (“Sterling Bank”) entered into a definitive agreement for the sale of its Montana operations to Eagle Bancorp Montana, Inc. (“Eagle”) and its wholly owned subsidiary American Federal Savings Bank.

Under the terms of the agreement, Eagle will pay Sterling Bank a premium of approximately $7.3 million to acquire approximately $187 million of deposits and $44 million of performing loans and certain other assets and liabilities. The Transaction is subject to regulatory approval and customary closing conditions and is expected to be completed during the fourth quarter of 2012.


Item 9.01.     Financial Statements and Exhibits.

(d)     The following exhibit is being filed herewith:

Exhibit No.    Exhibit Description

99.1    Sterling Financial Corporation press release.










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.

STERLING FINANCIAL CORPORATION
(Registrant)

July 2, 2012
By: /s/ Patrick J. Rusnak
Date
Patrick J. Rusnak
Chief Financial Officer



EX-99.1 2 ex99-1.htm STERLING FINANCIAL CORPORATION PRESS RELEASE EX99-1

Exhibit 99.1

Sterling Financial Corporation Announces
Divestiture of Montana Operations

Spokane, Washington — July 2, 2012 — Sterling Financial Corporation (NASDAQ:STSA) today announced that its principal operating subsidiary, Sterling Savings Bank (“Sterling”), has entered into a definitive agreement to sell its Montana operations to Eagle Bancorp Montana, Inc. (“Eagle”) and its principal operating subsidiary American Federal Savings Bank of Helena, Montana. Included in the sale are Sterling’s seven retail branches and other associated non-depository investment services businesses.

The transaction is expected to be completed during the fourth quarter of 2012, and is subject to regulatory approval and other customary closing conditions. In accordance with the terms of the definitive agreement, Eagle will pay a premium of approximately
$7.3 million to acquire approximately $187 million of deposits and $44 million of performing loans and certain other assets and liabilities, with any settlement difference paid in cash by Sterling.

Sterling was advised by the investment banking firm of D.A. Davidson & Co. and the law firm of Bingham McCutchen LLP. Eagle was advised by Stifel Nicolaus Weisel and the law firm of Nixon Peabody LLP.


Forward-Looking Statements

Certain statements in this press release, including, without limitation, statements as to the impact of the purchase and assumption transaction, statements as to the Company’s or Sterling’s management beliefs, expectations or opinions, and all other statements in this press release, other than historical facts, are “forward-looking statements” and are intended to be covered by the safe harbor provided by the Private Securities Litigation Reform Act of 1995. When used in this release, the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions are generally intended to identify forward-looking statements. Actual results may differ materially from the results discussed in these forward-looking statements because such statements are inherently subject to significant assumptions, risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control. These risks and uncertainties include, but are not limited to, the ability of Sterling and Eagle to complete the proposed transaction on the terms summarized above or other acceptable terms, or at all, due to a number of factors, including the receipt of required regulatory approvals or the satisfaction of other customary closing conditions. Other factors that




could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements may be found under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company's Annual Report on Form 10-K, as updated periodically in the Company's periodic filings with the Securities and Exchange Commission, which are available online at www.sec.gov. The Company disclaims any intent or obligation to publicly update or revise any forward-looking statements, regardless of whether new information becomes available, future developments occur or otherwise.

About Sterling Financial Corporation

Sterling Financial Corporation (NASDAQ:STSA) of Spokane, Washington, is the bank holding company for Sterling Savings Bank, a Washington state chartered and federally insured commercial bank. Sterling Savings Bank does business as Sterling Bank, First Independent Bank and Sonoma Bank (in California). Sterling offers banking products and services, mortgage lending, and trust and investment products to individuals, small businesses, corporations and other commercial organizations. As of March 31, 2012,
Sterling had assets of $9.5 billion and operated 189 depository branches in Washington, Oregon, Idaho, Montana and California. Visit Sterling’s website at www.bankwithsterling.com.


Media contact:    
Cara L. Coon, (509) 626-5348
cara.coon@bankwithsterling.com

Investor contact:    (509) 227-0961