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Deal Overview

Buyer:
Umpqua Holdings Corporation
Actual Acquirer:
Umpqua Holdings Corporation
Target:
Sterling Financial Corporation
Deal Type:
Bank & Thrift Company
Agreement Date:
9/11/2013
Announcement Date:
9/11/2013
Announced Deal Value ($ M):
1,995.05
Status:
Completed
Completion Date:
4/18/2014
Announced Deal Value Per Share ($ )
30.90

Consideration Breakout
Cash ($M) 137.0
Common Stock ($M) 1,951.1
Common Stock Issued 104,385,100

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 159.6 171.3
Price / Tangible Book (%) 167.1 181.3
Price / Earnings (x) 19.1 25.4
Price / Deposits (%) 30.10 30.12
Price / Assets (%) 20.07 21.04
Tangible Book Premium/ Deposits (%) NA 16.52
Deal Terms
Description of Consideration

Umpqua Holdings Corp. paid $2.18 in cash and exchanged 1.671 shares of its common shares for each outstanding share of Sterling Financial Corp. Umpqua Holdings Corp. also assumed approximately $1.50 billion in debt & junior subordinated debentures.

Accounting Method Acquisition
In-State Transaction? No
Merger of Equals? No
Geographic Expansion? Partial Overlap
Goodwill Generated ($ 000) 1,023,488
Estimated Cost Savings (%) 30.00
Estimated Cost Savings ($ 000) NA
Est. Restructuring Charges ($ 000) 80,000
Maximum Termination Fee ($ 000) 75,000
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 1.671000
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 54,562
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes J.P. Morgan Securities LLC
Seller Yes Sandler O'Neill & Partners LP
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Wachtell Lipton Rosen & Katz
Seller Yes Davis Polk & Wardwell LLP