8-K
filed March 1, 2023, 6:59 PM ET
ticker COLB
CIK 0000887343
M&A
confidence high
sentiment neutral
materiality 0.90
COLUMBIA BANKING SYSTEM, INC. (COLB): M&A transaction — Columbia Banking completes all-stock merger with Umpqua; issues ~129.6M shares
COLUMBIA BANKING SYSTEM, INC.
- Umpqua shareholders received 0.5958 COLB shares per UMPQ share; total consideration ~129.6M COLB shares.
- Board expanded to 14 directors; 7 former Umpqua directors appointed including Cort O'Haver as Executive Chair.
- Ronald Farnsworth appointed CFO of Columbia; receives $1.8M cash retention award tied to systems conversion.
- Columbia assumed ~$450M+ in Umpqua's trust preferred securities across 23 series (various maturities 2031-2037).
- Former CFO Aaron Deer transitions to Chief Strategy & Innovation Officer; receives $840K deferred comp.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michelle M. Lantow resigned as Director at COLUMBIA BANKING SYSTEM, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
Laura A. Schrag, Tracy Mack-Askew, Michelle M. Lantow and Janine Terrano resigned effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Cort L. O'Haver was appointed as Executive Chair of the board of directors at COLUMBIA BANKING SYSTEM, INC..
- Action
- appointed
- Role
- Executive Chair of the board of directors
Exact text from the filing
Cort L. O’Haver, the former President and Chief Executive Officer of Umpqua, was appointed Executive Chair of the board of directors of Columbia
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Peggy Y. Fowler was appointed as Director at COLUMBIA BANKING SYSTEM, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
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 Varnado
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John F. Schultz was appointed as Director at COLUMBIA BANKING SYSTEM, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
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 Varnado
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Craig D. Eerkes was appointed as Lead Independent Director at COLUMBIA BANKING SYSTEM, INC..
- Action
- appointed
- Role
- Lead Independent Director
Exact text from the filing
Craig D. Eerkes was appointed as the Lead Independent Director of the Board effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Laura A. Schrag resigned as Director at COLUMBIA BANKING SYSTEM, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
Laura A. Schrag, Tracy Mack-Askew, Michelle M. Lantow and Janine Terrano resigned effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Maria M. Pope was appointed as Director at COLUMBIA BANKING SYSTEM, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
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 Varnado
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Luis F. Machuca was appointed as Director at COLUMBIA BANKING SYSTEM, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
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 Varnado
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Tracy Mack-Askew resigned as Director at COLUMBIA BANKING SYSTEM, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
Laura A. Schrag, Tracy Mack-Askew, Michelle M. Lantow and Janine Terrano resigned effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Hilliard C. Terry, III was appointed as Director at COLUMBIA BANKING SYSTEM, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
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 Varnado
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ford Elsaesser retired as Director at COLUMBIA BANKING SYSTEM, INC..
- Action
- retired
- Role
- Director
Exact text from the filing
Ford Elsaesser retired from the Board effective as of the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Anddria Varnado was appointed as Director at COLUMBIA BANKING SYSTEM, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
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 Varnado
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Janine Terrano resigned as Director at COLUMBIA BANKING SYSTEM, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
Laura A. Schrag, Tracy Mack-Askew, Michelle M. Lantow and Janine Terrano resigned effective as of the Effective Time
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
COLUMBIA BANKING SYSTEM, INC.: Increased authorized shares of common stock from 115,000,000 to 520,000,000 (effective 2023-02-28).
- Change
- charter amendment
- Effective
- 2023-02-28
Exact text from the filing
Columbia filed articles of amendment with the Washington Secretary of State for the purpose of amending its Amended and Restated Articles of Incorporation, as amended, to increase the total number of authorized shares of Columbia Common Stock from 115,000,000 to 520,000,000 (the “ Articles of Amendment ”). The Articles of Amendment became effective on February 28, 2023, immediately prior to the Effective Time.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
COLUMBIA BANKING SYSTEM, INC. completed an acquisition involving Umpqua Holdings Corporation for approximately 129,575,804 shares of Columbia Common Stock (closed 2023-02-28).
- Action
- acquisition
- Counterparty
- Umpqua Holdings Corporation
- Consideration
- approximately 129,575,804 shares of Columbia Common Stock
- Closing
- 2023-02-28
Exact text from the filing
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,
View on SEC.gov
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