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STSA > SEC Filings for STSA > Form 8-K on 21-Apr-2014All Recent SEC Filings

Show all filings for STERLING FINANCIAL CORP /WA/

Form 8-K for STERLING FINANCIAL CORP /WA/


21-Apr-2014

Notice of Delisting or Failure to Satisfy a Continued Listing Rule o


Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the consummation of the Merger, on April 18, 2014 Sterling requested that the NASDAQ Capital Market ("NASDAQ") file a notification on Form 25 with the SEC to request the removal of Sterling common stock from listing on NASDAQ and from registration under Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). Umpqua, as the successor to Sterling, intends to file with the SEC a certification on Form 15 on behalf of Sterling requesting the suspension of Sterling's reporting obligations under Sections 13 and 15(d) of the Exchange Act.



Item 3.03 Material Modification to Rights of Security Holders.

At the effective time of the Merger (the "Effective Time"), each outstanding share of Sterling common stock (other than certain shares held by Sterling, Umpqua and their respective subsidiaries and other than shares with respect to which appraisal rights have been properly demanded in accordance with Chapter 23B.13 of the Washington Business Corporation Act) was converted into the right to receive (x) 1.671 shares of Umpqua common stock and (y) $2.18 in cash, without interest (together, the "Merger Consideration"), with cash paid in lieu of fractional shares. At the Effective Time, except for certain out-of-the-money options that were cancelled, each outstanding option to purchase shares of Sterling common stock, whether or not vested or exercisable, was converted into an option to purchase shares of Umpqua common stock with appropriate adjustments based on the exchange ratio set forth in the Merger Agreement and subject to the same terms and conditions as were applicable to such Sterling option. At the Effective Time, each restricted stock unit of Sterling common stock was converted into a restricted stock unit of Umpqua common stock with appropriate adjustments based on the exchange ratio set forth in the Merger Agreement and will be subject to the same terms and conditions as were applicable to such Sterling restricted stock unit. At the Effective Time, each warrant to acquire Sterling common stock was, in accordance with the terms of such warrant, converted into a warrant exercisable for the Merger Consideration that the Sterling common stock issuable upon exercise of the warrant immediately prior to the Effective Time would have been entitled to receive upon consummation of the Merger.

The foregoing description does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to Sterling's Current Report on Form 8-K filed with the SEC on September 17, 2013, ?and is incorporated herein by reference.



Item 5.01 Changes in Control of Registrant.

The disclosure set forth in the Introductory Note and in Item 3.01 is incorporated herein by reference.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


In accordance with the Merger Agreement, Sterling was entitled to designate a number of its existing directors to serve on the Board of Directors of Umpqua as of the Effective Time equal to four less the number of directors designated to serve on the Board of Directors of Umpqua as of the Effective Time by funds associated with Warburg Pincus & Co. ("Warburg") and funds associated with Thomas H. Lee Partners, L.P. ("THL") pursuant to certain investor letter agreements dated as of September 11, 2013 entered into by each of Warburg and THL with Sterling and Umpqua. On April 15, 2014, each of Warburg and THL waived its right under its investor letter agreement to appoint a director to the Board of Directors of Umpqua. As a result, the Sterling Board of Directors had the right to designate four of its existing directors to serve on the Board of Directors of Umpqua as of the Effective Time. On April 15, 2014, the Sterling Board of Directors selected Ellen R. M. Boyer, Robert C. Donegan, C. Webb Edwards, and Maria M. Pope to serve on the Board of Directors of Umpqua as of the Effective Time.

At the Effective Time, Sterling's directors and executive officers ceased serving in such capacities. As of the Effective Time, Ellen R. M. Boyer, Robert C. Donegan, C. Webb Edwards, and Maria M. Pope, were appointed to the Umpqua Board of Directors in accordance with the Merger Agreement. None of the other non-executive members of the Sterling Board of Directors will serve as a director or officer of Umpqua.



Item 8.01 Other Events.

On April 18, 2014, Umpqua issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Exhibit Description

2.1         Agreement and Plan of Merger, dated as of September 11, 2013, by and
            between Sterling Financial Corporation and Umpqua Holdings Corporation
            (attached as Exhibit 2.1 to Sterling's Current Report on Form 8-K filed
            on September 17, 2013, and incorporated herein by reference).

99.1        Press Release, dated April 18, 2014.


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