Natural Combination of the Western Region’s Leading Business Banks Builds Market Presence and Drives Financial Performance
TACOMA, Wash. and IRVINE, Calif., April 23, 2025 — Columbia Banking System, Inc. (“Columbia”) (Nasdaq: COLB), the parent company of Umpqua Bank, and Pacific Premier Bancorp, Inc. (“Pacific Premier”) (Nasdaq: PPBI), the parent company of Pacific Premier Bank, National Association, jointly announced today that they have entered into a definitive merger agreement, pursuant to which Columbia will acquire Pacific Premier in an all-stock transaction. The combined company will have approximately $70 billion in assets and will be a market leader in the largest banking markets within the Western U.S.
Clint Stein, President, CEO, and Director of Columbia, said, “This combination truly establishes the leading banking franchise in the Western region. It is a natural and strategic fit that strengthens our competitive position in Southern California, enhances our service offerings, and elevates our performance. We are pleased to welcome Pacific Premier’s clients, employees, and stockholders to Columbia and are excited for what we will accomplish together for the benefit of all of our stakeholders and the communities we serve.”
Steve Gardner, Chairman, President, and CEO of Pacific Premier, said, “We have worked tirelessly for more than two decades to build a strong franchise at Pacific Premier. We are thrilled to have the opportunity to join Columbia, a company whose culture, business model, and credit discipline align with our own. The combination of these two companies operating in growing markets provides a great opportunity for our teams to continue to deliver high-quality, relationship-based banking products, services, and expertise to our clients, and to continue to generate long-term value for our stockholders.”
Pursuant to the terms of the definitive merger agreement, Pacific Premier stockholders will receive 0.9150 of a share of Columbia common stock for each Pacific Premier share they own. The merger is valued at approximately $2.0 billion, or $20.83 per Pacific Premier share, based on Columbia’s closing stock price of $22.77 on April 22, 2025. Following closing, Pacific Premier stockholders will own approximately 30% of Columbia’s outstanding shares of common stock. Three Pacific Premier directors, including Steve Gardner and two other current Pacific Premier directors to be mutually agreed by Columbia and Pacific Premier, will join the Columbia board upon the completion of the transaction. The definitive merger agreement was unanimously approved by the Boards of Directors of Columbia and Pacific Premier.
Strategic Benefits
- A Regional Bank Champion in the West – The acquisition enhances Columbia’s position as a leading regional bank throughout the West with over $57 billion in deposits, including nearly $21 billion in deposits in California, $17 billion in Oregon, and $16 billion in Washington.
- Builds Density and Accelerates Expansion – The combined company will benefit from enhanced scale in key market areas. Most notably, the transaction accelerates Columbia’s expansion in Southern California by approximately a decade, moving its deposit market share to a top-10 position.
- Expands and Enhances Columbia’s Product Set – Pacific Premier’s strength in attractive, specialized, and nationwide banking verticals such as Homeowners Association (HOA) Banking and Custodial Trust will enhance Columbia’s product offering.
- Enhances Products and Services for Pacific Premier Clients – Pacific Premier clients will gain access to Columbia’s robust Treasury Management products and Wealth Management services.
- Supporting Communities and Employees – The combined company will continue to support local communities through volunteerism, charitable giving, and other bank-sponsored programs. Columbia will continue to foster an engaging work environment while providing additional opportunities to develop talent across a larger organization.
Financial Benefits
- Attractive Financial Impact – The transaction is projected to deliver mid-teens EPS accretion to Columbia (assuming fully phased-in cost savings), with tangible book value dilution earned back in three years (crossover method) under conservative transaction modeling assumptions.
- Capital Efficient – The transaction requires no outside capital, which will preserve the value creation for Columbia’s and Pacific Premier’s stockholders. Columbia’s pro forma capital ratios are expected to be nearly unchanged following closing of the transaction.
- Improved Profitability – The combined company will be well positioned to achieve top-quartile profitability and operating metrics versus peers, including an anticipated 20% ROATCE and 1.4% ROAA in 2026, assuming fully phased-in cost savings.
- Value Creation – The transaction is expected to deliver approximately $0.9 billion of value creation based on reasonable and highly achievable cost synergies (expense savings of $88 million after-tax capitalized at 12.5x, net of transaction expenses of $146 million after-tax).
Umpqua Bank Name Change
To ensure brand clarity as Umpqua Bank deepens its expansion throughout the West and to simplify the bank’s family of brands, Umpqua Bank plans to change its name to Columbia Bank later this year. The Columbia Bank name aligns with the holding company and a variety of other brands the bank operates today, including Columbia Wealth Management, Columbia Trust Company, Columbia Private Bank, and Columbia Wealth Advisors.
Timing and Expected Closing
The transaction is subject to customary closing conditions, including regulatory approvals and the approval of Columbia’s and Pacific Premier’s stockholders. The transaction is anticipated to close in the second half of 2025.
Advisors
Piper Sandler & Co. acted as financial advisor to Columbia and Sullivan & Cromwell LLP acted as legal counsel. Keefe, Bruyette & Woods, A Stifel Company, acted as financial advisor to Pacific Premier and Holland & Knight LLP acted as legal counsel.
About Columbia Banking System, Inc.
Columbia (Nasdaq: COLB) is headquartered in Tacoma, Washington and is the parent company of Umpqua Bank, an award-winning western U.S. regional bank based in Lake Oswego, Oregon. Umpqua Bank is the largest bank headquartered in the Northwest and one of the largest banks headquartered in the West with locations in Arizona, California, Colorado, Idaho, Nevada, Oregon, Utah, and Washington. With over $50 billion of assets, Umpqua Bank combines the resources, sophistication, and expertise of a national bank with a commitment to deliver superior, personalized service. The bank supports consumers and businesses through a full suite of services, including retail and commercial banking; Small Business Administration lending; institutional and corporate banking; and equipment leasing. Umpqua Bank customers also have access to comprehensive investment and wealth management expertise as well as healthcare and private banking through Columbia Wealth Advisors and Columbia Trust Company, a division of Umpqua Bank. Learn more at www.columbiabankingsystem.com.
About Pacific Premier Bancorp, Inc.
Pacific Premier Bancorp, Inc. (Nasdaq: PPBI) is the parent company of Pacific Premier Bank, National Association, a nationally chartered commercial bank focused on serving small, middle-market, and corporate businesses throughout the western United States in major metropolitan markets in California, Washington, Oregon, Arizona, and Nevada. Founded in 1983, Pacific Premier Bank has grown to become one of the largest banks headquartered in the western region of the United States, with approximately $18 billion in total assets. Pacific Premier Bank provides banking products and services, including deposit accounts, digital banking, and treasury management services, to businesses, professionals, entrepreneurs, real estate investors, and nonprofit organizations. Pacific Premier Bank also offers a wide array of loan products, such as commercial business loans, lines of credit, SBA loans, commercial real estate loans, agribusiness loans, franchise lending, home equity lines of credit, and construction loans. Pacific Premier Bank offers commercial escrow services and facilitates 1031 Exchange transactions through its Commerce Escrow division. Pacific Premier Bank offers clients IRA custodial services through its Pacific Premier Trust division, which has over $18 billion of assets under custody and close to 31,000 client accounts comprised of self-directed investors, financial institutions, capital syndicators, and financial advisors. Additionally, Pacific Premier Bank provides nationwide customized banking solutions to Homeowners’ Associations and Property Management companies. Pacific Premier Bank is an Equal Housing Lender and Member FDIC. For additional information about Pacific Premier Bancorp, Inc. and Pacific Premier Bank, visit our website: www.ppbi.com.www.ppbi.com.
