425

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: April 1, 2014

(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:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 April 1, 2014, Sterling Financial Corporation (“Sterling”) and Umpqua Holdings Corporation (“Umpqua”) jointly announced that all required regulatory approvals necessary to consummate the merger of Sterling with and into Umpqua have been received.  A copy of the joint press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Completion of the merger remains subject to customary closing conditions. Assuming such conditions are satisfied, the merger is expected to be completed after the close of business on April 18, 2014.

Item 9.01.  Financial Statements and Exhibits.

(d)  The following exhibits are being furnished herewith:

Exhibit No.	Exhibit Description
99.1	Joint press release text of Sterling Financial Corporation and Umpqua Holdings Corporation dated April 1, 2014.

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)
April 1, 2014	By:	/s/  Patrick J. Rusnak
Date		Patrick J. Rusnak
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Joint press release text of Sterling Financial Corporation and Umpqua Holdings Corporation dated April 1, 2014.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Media Contacts
Eve Callahan	Cara Coon
SVP, Corporate Communications	VP, Communications and Public Affairs Director
503.727.4188	509.626.5348
evecallahan@umpquabank.com	cara.coon@bankwithsterling.com
Investor Contacts
Ron Farnsworth	Patrick J. Rusnak
EVP/Chief Financial Officer	EVP/Chief Financial Officer
503.727.4108	509.227.0961
ronfarnsworth@umpquabank.com	pat.rusnak@bankwithsterling.com

UMPQUA HOLDINGS CORPORATION AND STERLING FINANCIAL

CORPORATION RECEIVE REGULATORY APPROVALS FOR

PROPOSED MERGER

[Portland, Ore. and Spokane, Wash.] – APRIL 1, 2014 – Umpqua Holdings Corporation (NASDAQ: UMPQ) and Sterling Financial Corporation (NASDAQ: STSA) today announced that all regulatory approvals for their proposed merger, announced on September 11, 2013, have been received. This follows the approvals by Umpqua and Sterling shareholders, which were previously announced on February 26, 2014.

Subject to the satisfaction of customary closing conditions, the merger is expected to be completed as of the close of business on Friday, April 18, 2014. The combined companies will operate as Umpqua Holdings Corporation, with banking operations conducted under the Umpqua Bank brand.

About Umpqua Holdings Corporation

Umpqua Holdings Corporation (NASDAQ: UMPQ) is the parent company of Umpqua Bank, an Oregon-based community bank recognized for its entrepreneurial approach, innovative use of technology, and distinctive banking solutions. Umpqua Bank has locations between San Francisco, California, and Seattle, Washington, along the Oregon and Northern California Coast, Central Oregon and Northern Nevada. Umpqua Holdings also owns a retail brokerage subsidiary, Umpqua Investments, Inc., which has locations in Umpqua Bank stores and in dedicated offices in Oregon. Umpqua Private Bank serves high net worth individuals and non-profits, providing trust and investment services. Umpqua Holdings Corporation is headquartered in Portland, Oregon. For more information, visit www.umpquaholdingscorp.com.

Umpqua Holdings Corporation and Sterling Financial Corporation Receive Regulatory Approvals for Proposed Merger

Page 2 of 2

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 in Washington, Oregon and Idaho and as Argent Bank in California, offering banking products and services, mortgage lending, and trust and investment products to individuals, small businesses, corporations and other commercial organizations. As of December 31, 2013, Sterling Financial Corporation had assets of $10.31 billion and operated depository branches in Washington, Oregon, Idaho and California. Visit Sterling Financial Corporation’s website at www.sterlingfinancialcorporation.com.

Cautionary Statement Regarding Forward-Looking Statements

This document contains certain “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995.  Forward-looking statements may be identified by the use of words such as “anticipate”, “may”, “can”, “believe”, “expect”, “project”, “intend”, “likely”, “plan”, “seek”, “should”, “would”, “estimate” and similar expressions and any other statements that predict or indicate future events or trends or that are not statements of historical facts.  These forward-looking statements are subject to numerous risks and uncertainties.  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 Sterling’s and Umpqua’s control.  These risks and uncertainties include, but are not limited to, the following: the timing to consummate the proposed merger; and the risk that a condition to closing of the proposed merger may not be satisfied. Sterling and Umpqua undertake no obligation (and expressly disclaim any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.  For additional information concerning factors that could cause actual conditions, events or results to materially differ from those described in the forward-looking statements, please refer to the factors set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Umpqua’s and Sterling’s most recent annual and quarterly reports on Forms 10-K and 10-Q and to Sterling’s and Umpqua’s most recent current reports on Form 8-K, which are available online at www.sec.gov.  No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Umpqua or Sterling.

# # #