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Published: 2023-03-03 17:20:24 ET
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EX-99.2 3 d458770dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information combines the historical consolidated financial position and results of operations of Columbia Banking System, Inc. (“Columbia”) and Umpqua Holdings Corporation (“Umpqua”) as a reverse acquisition of Columbia by Umpqua. The merger of Columbia and Umpqua (the “merger”) closed after close of business on February 28, 2023 and provided that each share of common stock of Umpqua issued and outstanding immediately prior to the effective time of the merger was automatically converted into the right to receive 0.5958 of a share (the “exchange ratio” and such shares, the “merger consideration”) of common stock of Columbia. The following unaudited pro forma condensed combined financial information and the accompanying notes (the “unaudited pro forma financial information”) are presented to illustrate the estimated effects of the following:

 

   

the reverse acquisition of Columbia by Umpqua pursuant to the Agreement and Plan of Merger, dated as of October 11, 2021, as amended on January 9, 2023, by and among Umpqua, Columbia and Cascade Merger Sub, Inc. (the “reverse acquisition”);

 

   

a $20 million contribution by Columbia and Umpqua to the charitable foundation of the combined company following the closing of the reverse acquisition (the “donations”); and

 

   

the divestiture of certain Columbia branches, including loans, premises and equipment, and deposits (the “divestitures”) prior to the closing of the reverse acquisition.

The accompanying unaudited pro forma condensed combined balance sheet as of December 31, 2022, combines the historical consolidated balance sheets of Columbia and Umpqua as of such date and includes adjustments that depict the accounting for the reverse acquisition, donation, and divestitures (as defined herein) as required by GAAP (“pro forma balance sheet transaction accounting adjustments”) as of February 28, 2023. Also, the unaudited pro forma condensed combined statements of income for the year ended December 31, 2022, combine the historical consolidated statements of income of Columbia and Umpqua for the same period and include adjustments that depict the effects of the pro forma balance sheet transaction accounting adjustments assuming those adjustments were made as of January 1, 2022 (“pro forma income statement transaction accounting adjustments”). We refer to pro forma balance sheet transaction accounting adjustments and pro forma income statement transaction accounting adjustments collectively as the “transaction accounting adjustments.”

The unaudited pro forma financial information is based on and should be read in conjunction with the separate historical financial statements and notes thereto in each of Columbia’s and Umpqua’s SEC filings including:

 

   

the historical audited consolidated financial statements of Columbia and accompanying notes included in Columbia’s Annual Report on Form 10-K for the year ended December 31, 2022; and

 

   

the historical audited consolidated financial statements of Umpqua and accompanying notes included in Umpqua’s Annual Report on Form 10-K for the year ended December 31, 2022.

The unaudited pro forma financial information is provided for illustrative information purposes only. The unaudited pro forma financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the reverse acquisition, donations, and the divestitures been completed as of the dates indicated or that may be achieved in the future. The unaudited pro forma financial information has been prepared in accordance with Regulation S-X Article 11, Pro Forma Financial.

The unaudited pro forma financial information also does not consider any potential effects of changes in market conditions on revenues, expense efficiencies, asset dispositions (other than the divestitures), and share repurchases, among other factors. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the pro forma purchase price reflected in the unaudited pro forma financial information is subject to adjustment and may vary significantly from the final purchase price allocation.

The Company has not completed the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair market value of the Columbia assets to be acquired or liabilities to be assumed, other than a preliminary estimate for intangible assets and certain financial assets and financial liabilities. Accordingly, apart from the aforementioned estimates, certain Columbia assets and liabilities are presented at their respective carrying amounts and should be treated as preliminary values.

 

1


A final determination of the fair value of Columbia’s assets and liabilities will be based on Columbia’s actual assets and liabilities as of February 28, 2023. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma financial information may change the amount of the total purchase consideration allocated to goodwill and other assets and liabilities and may impact the combined company’s statement of income. The final purchase consideration allocation may be materially different than the preliminary purchase consideration allocation presented in the unaudited pro forma financial information.

Certain reclassifications to conform historical financial statement presentations of Columbia to Umpqua have been made in the unaudited pro forma financial information. The transaction accounting adjustments have been made solely for the purpose of providing the unaudited pro forma financial information.

 

2


UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

The unaudited pro forma condensed combined balance sheet as of December 31, 2022, is presented as if the reverse acquisition had occurred on December 31, 2022.

 

     December 31, 2022  
(dollars in thousands)    Umpqua
Historical
    Columbia
Historical
    Transaction
Accounting
Adjustments
    Notes      Pro Forma
Combined
 

ASSETS

           

Cash and due from banks

   $ 327,313     $ 267,575     $ (2,774      $ 592,114  

Interest bearing cash and temporary investments

     967,330       29,103       (92,444        903,989  
  

 

 

   

 

 

   

 

 

      

 

 

 

Total cash and cash equivalents

     1,294,643       296,678       (95,218     A        1,496,103  

Investment securities

           

Equity and other, at fair value

     72,959       1,269       —            74,228  

Available for sale, at fair value

     3,196,166       4,598,804       —            7,794,970  

Held to maturity, at amortized cost

     2,476       2,034,792       (312,014     B        1,725,254  

Loans held for sale, at fair value

     71,647       76,843       (69,683     C        78,807  

Loans and leases

     26,155,981       11,603,173       (716,663     D        37,042,491  

Allowance for credit losses on loans and leases

     (301,135     (158,438     —         E        (459,573
  

 

 

   

 

 

   

 

 

      

 

 

 

Net loans and leases

     25,854,846       11,444,735       (716,663        36,582,918  

Restricted equity securities

     47,144       48,410       —            95,554  

Premises and equipment, net

     176,016       160,578       42,018       F        378,612  

Goodwill

     —         823,172       179,463       G        1,002,635  

Other intangible assets, net

     4,745       25,949       766,362       H        797,056  

Other assets

     1,127,997       760,707       81,204       I        1,969,908  
  

 

 

   

 

 

   

 

 

      

 

 

 

Total assets

   $ 31,848,639     $ 20,271,937     $ (124,531      $ 51,996,045  
  

 

 

   

 

 

   

 

 

      

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

Deposits

           

Non-interest bearing

   $ 10,288,849     $ 8,330,912     $ (238,635      $ 18,381,126  

Interest bearing

     16,776,763       8,341,161       (313,910        24,804,014  
  

 

 

   

 

 

   

 

 

      

 

 

 

Total deposits

     27,065,612       16,672,073       (552,545     J        43,185,140  

Securities sold under agreements to repurchase

     308,769       95,168       —            403,937  

Borrowings

     906,175       954,315       437,795       K        2,298,285  

Junior subordinated debentures, at fair value

     323,639       —         —            323,639  

Junior and other subordinated debentures, at amortized cost

     87,813       20,310       (378     L        107,745  

Other liabilities

     676,805       316,918       —            993,723  
  

 

 

   

 

 

   

 

 

      

 

 

 

Total liabilities

     29,368,813       18,058,784       (115,128        47,312,469  

SHAREHOLDERS’ EQUITY

           

Preferred stock

     —         —         —            —    

Common stock

     3,450,493       1,944,471       393,322       M        5,788,286  

Treasury stock

     —         (70,834     70,834       N        —    

(Accumulated deficit) retained earnings

     (543,803     850,011       (984,054     O        (677,846

Accumulated other comprehensive (loss) income

     (426,864     (510,495     510,495       P        (426,864
  

 

 

   

 

 

   

 

 

      

 

 

 

Total shareholders’ equity

     2,479,826       2,213,153       (9,403        4,683,576  
  

 

 

   

 

 

   

 

 

      

 

 

 

Total liabilities and shareholders’ equity

   $ 31,848,639     $ 20,271,937     $ (124,531      $ 51,996,045  
  

 

 

   

 

 

   

 

 

      

 

 

 

See accompanying notes to the unaudited pro forma condensed combined financial statements.

 

3


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

The unaudited pro forma condensed combined income statements for the year ended December 31, 2022, are presented as if the reverse acquisition had occurred on January 1, 2022.

 

     Year Ended December 31, 2022  
(in thousands, except per share amounts)    Umpqua
Historical
    Columbia
Historical
     Transaction
Accounting
Adjustments
    Notes      Pro Forma
Combined
 

INTEREST INCOME

            

Interest and fees on loans and leases

   $ 1,050,258     $ 502,159      $ 215,248       Q      $ 1,767,665  

Interest and dividends on investment securities

     78,053       147,899        190,346       R        416,298  

Interest on temporary investments and interest bearing deposits

     19,706       2,748        —            22,454  
  

 

 

   

 

 

    

 

 

      

 

 

 

Total interest income

     1,148,017       652,806        405,594          2,206,417  

INTEREST EXPENSE

            

Interest on deposits

     48,195       16,497        10,794       S        75,486  

Interest on securities sold under agreement to repurchase and federal funds purchased

     997       923        —            1,920  

Interest on borrowings

     8,920       5,382        17       T        14,319  

Interest on junior and other subordinated debentures

     19,889       807        75       U        20,771  
  

 

 

   

 

 

    

 

 

      

 

 

 

Total interest expense

     78,001       23,609        10,886          112,496  
  

 

 

   

 

 

    

 

 

      

 

 

 

Net interest income

     1,070,016       629,197        394,708          2,093,921  

PROVISION FOR CREDIT LOSSES

     84,016       1,450        124,503       V        209,969  
  

 

 

   

 

 

    

 

 

      

 

 

 

Net interest income after provision for credit losses

     986,000       627,747        270,205          1,883,952  

NON-INTEREST INCOME

            

Service charges on deposits

     48,365       28,754        (1,135     W        75,984  

Card-based fees

     37,370       20,186        (268     X        57,288  

Financial services and trust revenue

     90       17,659        —            17,749  

Residential mortgage banking revenue, net

     106,859       3,289        —            110,148  

(Loss) gain on investment securities, net

     (7,097     30        —            (7,067

Other income

     13,941       20,566        (86     Y        34,421  
  

 

 

   

 

 

    

 

 

      

 

 

 

Total non-interest income

     199,528       90,484        (1,489        288,523  

NON-INTEREST EXPENSE

            

Salaries and employee benefits

     441,226       243,314        (3,453     Z        681,087  

Occupancy and equipment, net

     138,451       76,340        1,145       AA        215,936  

Intangible amortization

     4,095       8,698        141,252       AB        154,045  

Other expenses

     151,178       72,232        19,642       AC        243,052  
  

 

 

   

 

 

    

 

 

      

 

 

 

Total non-interest expense

     734,950       400,584        158,586          1,294,120  
  

 

 

   

 

 

    

 

 

      

 

 

 

Income before provision for income taxes

     450,578       317,647        110,130          878,355  

Provision for income taxes

     113,826       67,469        29,184       AD        210,479  
  

 

 

   

 

 

    

 

 

      

 

 

 

Net income

   $ 336,752     $ 250,178      $ 80,946        $ 667,876  
  

 

 

   

 

 

    

 

 

      

 

 

 

Earnings per common share:

            

Basic

   $ 1.55     $ 3.20           $ 3.21  

Diluted

   $ 1.55     $ 3.20           $ 3.21  

Weighted average number of common shares outstanding:

            

Basic

     216,980       78,047        (86,929     AE        208,098  

Diluted

     217,403       78,193        (87,352     AF        208,244  

See accompanying notes to the unaudited pro forma condensed combined financial statements.

 

4


NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1—Basis of Presentation

The accompanying unaudited pro forma financial information has been prepared in accordance with Article 11 of Regulation S-X to illustrate the effects of the reverse acquisition, the donations, and the divestitures. The unaudited pro forma condensed combined income statement for the year ended December 31, 2022 combine the historical consolidated income statement of Columbia and Umpqua, giving effect to the reverse acquisition as if it had been completed on January 1, 2022. The accompanying unaudited pro forma condensed combined balance sheet as of December 31, 2022 combines the historical consolidated balance sheets of Columbia and Umpqua, giving effect to the reverse acquisition as if it had been completed on December 31, 2022.

Columbia estimated common equity tier 1 capital ratio was 8.7% and the estimated total capital ratio was 10.9%, the estimated total capital ratio for Umpqua Bank was 10.3%, based on the pro forma financials as of December 31, 2022 (without giving effect to the divestitures). Please see “Unaudited Pro Forma Capital Ratios” of this Exhibit 99.2.

The reverse acquisition will be accounted for under the reverse acquisition method of accounting with Umpqua treated as the accounting acquirer. Under the reverse acquisition method of accounting, the assets and liabilities of Columbia, as of the closing date, will be recorded by Umpqua at their respective fair values and the excess of the merger consideration over the fair value of Columbia’s net assets will be recognized as goodwill.

The donations will be accounted for as an other expense immediately following close of the reverse acquisition.

The divestiture of certain Columbia branches, including loans, premises and equipment, and deposits (the “divestitures”), in satisfaction of commitments to the Antitrust Division of the Department of Justice (the “DOJ”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”), are also reflected in the unaudited pro forma financial information.

Columbia has not identified all adjustments necessary to conform Columbia’s accounting policies to Umpqua’s accounting policies. Although the merger has closed, Columbia is in the process of performing a more detailed review. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the combined company’s financial information.

Note 2—Preliminary Purchase Accounting Allocation

The transaction accounting adjustments depict the completion of the merger, including the allocation of the preliminary purchase price. The impact of equity awards on the purchase price is immaterial and has been excluded in the unaudited pro forma financial information. The excess of the purchase price over the fair value of net assets acquired is recorded as goodwill. The transaction accounting adjustments included in the pro forma financial statements are based upon available information and certain assumptions considered reasonable, and may be revised as additional information becomes available.

The unaudited pro forma condensed combined balance sheet has been adjusted to reflect the preliminary calculation of the estimated purchase price to identifiable net assets acquired. Since the acquisition will be accounted for as a reverse acquisition, the estimated purchase price was determined in accordance with FASB ASC 805-40-30-2, which explains that the purchase price in a reverse acquisition is determined based on “the number of equity interests the legal acquiree would have had to issue to give the owners of the legal acquirer the same percentage equity interest in the combined entity that results from the reverse acquisition.”

 

5


The first step in estimating the purchase price in the merger is to determine the pro forma ownership of the combined company following the merger. The table below summarizes, for each current shareholder group, the pro forma ownership of Columbia common stock following the merger as well as the pro forma market capitalization of the combined company using shares of Columbia common stock and Umpqua common stock outstanding at December 31, 2022 and the closing price of Columbia common stock on February 28, 2023.

 

     Columbia Ownership and Market Value Table
(Pro Forma)
 
(in thousands)    Number of Umpqua
Outstanding Shares
     Percentage
Ownership
    Market Value at
$29.73 Columbia
Share Price
 

Current Columbia shareholders

     78,871        37.8    $ 2,344,826  

Current Umpqua shareholders

     130,051        62.2      3,866,405  
  

 

 

    

 

 

   

 

 

 

Total

     208,922        100.0    $ 6,211,231  
  

 

 

    

 

 

   

 

 

 

Next, the hypothetical number of shares of Umpqua common stock that would have to be issued to give Columbia shareholders the same percentage ownership in the combined company is calculated in the table below (based on shares of Umpqua common stock outstanding at December 31, 2022):

 

     Hypothetical Umpqua Ownership  
(in thousands)    Number of Umpqua
Outstanding Shares
     Percentage
Ownership
 

Current Columbia shareholders

     132,378        37.8 

Current Umpqua shareholders

     218,279        62.2 
  

 

 

    

 

 

 

Total

     350,657        100.0 
  

 

 

    

 

 

 

Finally, the purchase price for purposes of the transaction accounting adjustments is calculated based on the number of hypothetical shares of Umpqua common stock to be issued to Columbia shareholders, multiplied by the share price as demonstrated in the table below (amounts in thousands except per share data):

 

Number of hypothetical Umpqua common shares issued to Columbia shareholders

     132,378  

Umpqua market price per share as of February 28, 2023

   $ 17.66  
  

 

 

 

Purchase price determination of hypothetical Umpqua shares issued to Columbia shareholders

   $ 2,337,793  
  

 

 

 

The final purchase price paid by Columbia in shares of Columbia common stock upon the completion of the reverse acquisition were determined based on the closing price of Columbia common stock on the closing date and the number of issued and outstanding shares of Umpqua common stock immediately prior to the effective time. Actual adjustments may differ from the amounts reflected in the unaudited pro forma financial information, and the differences may be material.

 

6


The following table shows the allocation of the preliminary purchase price:

 

(in thousands)    December 31, 2022  

Fair value consideration paid to Umpqua common shareholders

     

Cash paid

      $ —    

Fair value of common shares issued and exchanged

        2,337,793  
     

 

 

 

Total pro forma purchase price

      $ 2,337,793  

Fair value of assets acquired:

     

Cash and due from banks

   $ 296,678     

Equity and other

     1,269     

Available for sale

     4,598,804     

Held to maturity

     1,722,778     

Loans held for sale

     76,843     

Loans and leases

     10,852,575     

Restricted equity securities

     48,410     

Premises and equipment

     212,252     

Other intangible assets

     792,311     

Other assets

     780,473     
  

 

 

    

Total assets acquired

   $ 19,382,393     

Fair value of liabilities assumed:

     

Deposits

   $ 16,661,070     

Securities sold under agreements to repurchase

     95,168     

Borrowings

     954,147     

Junior and other subordinated debentures

     19,932     

Other liabilities

     316,918     
  

 

 

    

Total liabilities assumed

   $ 18,047,235     
  

 

 

    

Net assets acquired

      $ 1,335,158  
     

 

 

 

Preliminary pro forma goodwill

      $ 1,002,635  
     

 

 

 

Columbia estimated the fair value of certain Columbia assets and liabilities based on a preliminary valuation analysis, due diligence information, information presented in Columbia’s SEC filings and other publicly available information. As of the date of this Current Report on Form 8-K, Columbia has not completed the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair value of Columbia’s assets acquired or liabilities assumed for reverse acquisition accounting purposes, other than a preliminary estimate for intangible assets and certain financial assets and financial liabilities. Accordingly, apart from the aforementioned, certain Columbia assets and liabilities are presented at their respective carrying amounts and should be treated as preliminary fair values. A final determination of the fair value of Columbia’s assets and liabilities will be based on Columbia’s actual assets and liabilities as of the effective time. Actual adjustments may differ from the amounts reflected in the unaudited pro forma financial information, and the differences may be material.

A final determination of the fair value of Columbia’s assets acquired and liabilities assumed will be performed. Any changes in the fair values of the net assets or total purchase price as compared with the information shown in the unaudited pro forma financial information may change the amount of the total purchase price allocated to goodwill and other assets and liabilities and may impact the combined company’s statement of income. The final purchase price allocation may be materially different than the preliminary purchase price allocation presented in the unaudited pro forma financial information.

 

7


Note 3—Transaction Accounting Adjustments

The following transaction accounting adjustments have been reflected in the unaudited pro forma financial information. All adjustments are based on current assumptions and valuations, which are subject to change.

Balance Sheet

 

(dollars in thousands)    December 31, 2022  
A    Adjustments to cash and cash equivalents   
  

To reflect cash paid for merger expenses.

   $ (72,444
  

To reflect cash paid for donations.

     (20,000
  

To reflect cash in divested branches.

     (2,774
     

 

 

 
      $ (95,218
     

 

 

 
   Remaining merger expenses expected to be incurred for change in control agreements, investment banker fees, legal fees, and other accounting and audit related costs, that are directly attributable to the merger, are reflected in the pro forma combined condensed statement of financial condition. Other expenses are expected to be incurred in the merger for termination of leases, signage and store conversions, vendor contracts, severance, and retention, as well as other miscellaneous costs. It is estimated that these amounts not yet incurred will be an additional $100 million, but are not reflected in the pro formas herein.   
B    Adjustment to investment securities, held to maturity   
  

To reflect estimated fair value of acquired investment securities.

   $ (312,014
C    Adjustment to loans held for sale   
  

To reflect loans sold with divestiture of Columbia branches.

   $ (69,683
D    Adjustments to loans and leases   
  

To reflect estimated fair value related to current interest rates and liquidity on acquired loans and leases. This adjustment will be recognized into income using the effective interest method over the remaining life of the loans and leases.

  
  

Fair values were estimated for portfolios of loans with similar behavioral characteristics. Loans were segregated by type, including commercial real estate, commercial business, agriculture, construction, one-to-four family residential real estate, and other consumer. Each loan type was further segregated by performance characteristics to bifurcate PCD from non-PCD loans. The fair value of loans by type and by performance characteristics (each a loan pool) was calculated using a discounted cash flow methodology over the weighted average life of each pool. The discount rate was determined using a weighted approach on both a market approach as well as a recent origination discount approach. The market approach was based on spreads ranging between 1.9% and 4.0%, observed on publicly available market rates of loans that were comparable to the loans in the subject pools. The recent origination discount approach was based on new loan rate spreads ranging between approximately 1.4% and 3.7% based on Columbia originated loans in the three months prior to valuation. The weight applied to each approach was based on the comparability of loan pool risk characteristics and availability of recent origination and public market data. A liquidity premium of approximately 0.4% to 0.5% for non-PCD loans was then applied based on spreads between yields of USD AA Financial corporate bonds and US Treasury Strip rates for each pool’s respective weighted average life. An additional spread of 1.5% was applied to PCD loans based on market data. The discount spreads post-liquidity premium were applied over the three-month LIBOR swap rate to discount the loan level cash flows for each respective loan pool. These amounts were discounted further by embedded probable losses expected to be realized in each loan pool, which were based on current expected credit loss estimates. Resulting weighted average loan rate fair value discount was 5.1%.

   $ (592,160
  

To reflect estimated lifetime credit losses on acquired loans and leases.

     (158,438
     

 

 

 
  

Net fair value pro forma adjustments.

     (750,598
  

Gross up of purchase credit deteriorated (“PCD”) loans and leases for credit mark - See E below for Allowance.

     33,935  
     

 

 

 
      $ (716,663
     

 

 

 

 

8


Balance Sheet

 

(dollars in thousands)    December 31, 2022  

E   Adjustments to allowance for credit losses on loans and leases

  

To eliminate Columbia allowance at merger date as the credit risk is contemplated in the fair value adjustments.

   $ 158,438  

To reflect estimated lifetime credit losses on acquired PCD loans and leases.

     (33,935

To reflect estimated lifetime credit losses on acquired non-PCD loans and leases.

     (124,503
  

 

 

 
   $ —    
  

 

 

 

Estimates of credit losses were based on Columbia’s historical allowance for credit losses on loans and leases, with PCD and non-PCD loan and lease classification based on performance metrics of acquired loans and leases.

  

F   Adjustment to premises and equipment, net

  

To record the estimated fair value of acquired premises and equipment.

   $ 51,674  

To reflect divestiture of Columbia branches.

     (9,656
  

 

 

 
   $ 42,018  
  

 

 

 

G  Adjustments to goodwill

  

To eliminate Columbia goodwill at merger date.

   $ (823,172

To record the goodwill associated with the merger.

     1,002,635  
  

 

 

 
   $ 179,463  
  

 

 

 

H  Adjustments to other intangible assets, net

  

To eliminate Columbia other intangible assets, net.

   $ (25,949

To record the estimated fair value of acquired identifiable intangible assets, calculated as 5.49% of Columbia core deposits based on a November 30, 2022 valuation. The acquired core deposit intangible will be amortized over ten years using a sum-of-the-years-digits method.

     792,311  
  

 

 

 
   $ 766,362  
  

 

 

 

I   Adjustment to other assets

  

To reflect deferred tax liability created in the Acquisition, which is calculated as follows:

  

Adjustment to investment securities, held to maturity

   $ 312,014  

Adjustments to loans and leases, net

     592,160  

Adjustment to premises and equipment, net

     (51,674

Adjustments to other intangible assets, net

     (766,362

Adjustment to deposits

     (11,003

Adjustment to borrowings

     (168

Adjustment to junior and other subordinated debentures, at amortized cost

     (378
  

 

 

 

Subtotal for fair value adjustments

   $ 74,589  
  

 

 

 

Calculated deferred tax asset at estimated combined statutory federal and state rate of 26.5%

   $ 19,766  

To record deferred tax asset created on provision for credit losses on Columbia’s non-PCD loans.

     32,993  

To reflect reduction in taxes payable due to deductible portion of merger expenses.

     23,718  

To reflect reduction in taxes payable due to donations.

     5,300  

To reflect other assets sold with divestiture of Columbia branches.

     (573
  

 

 

 
   $ 81,204  
  

 

 

 

 

9


Balance Sheet

 

(dollars in thousands)    December 31, 2022  

J   Adjustment to deposits

  

To reflect estimated fair value at merger date based on current market rates for similar products. This adjustment will be amortized into income over the estimated lives of the deposits, which is approximately eight months.

   $ (11,003

To reflect deposits sold with divestiture of Columbia branches.

  

Non-interest bearing demand deposits

     (238,635

Interest bearing deposits

     (302,907
  

 

 

 
   $ (552,545
  

 

 

 

K  Adjustment to borrowings

  

To reflect estimated fair value at merger date based on current market rates and spreads for similar borrowings. This estimated discount will be amortized to interest expense over the remaining contractual life of such borrowings, which is approximately ten years.

   $ (168

To reflect borrowings to fund divestiture of branches.

     437,963  
  

 

 

 
   $ 437,795  
  

 

 

 

L   Adjustment to junior and other subordinated debentures, at amortized cost

  

To reflect estimated fair value at reverse acquisition date based on current market rates and spreads for similar subordinated debentures. This estimated premium will be accreted to interest expense over the remaining contractual life of such borrowings, which is approximately five years.

   $ (378

M Adjustments to common stock

  

To eliminate historical Columbia common stock.

   $ (1,944,471

To reflect the acquisition-date fair value of the consideration transferred by Umpqua for its interest in Columbia.

     2,337,793  
  

 

 

 
   $ 393,322  
  

 

 

 

N  Adjustment to treasury stock

  

To eliminate historical Columbia treasury stock.

   $ 70,834  

O  Adjustments to accumulated deficit/retained earnings

  

To eliminate historical Columbia retained earnings.

   $ (850,011

To adjust for estimated lifetime credit losses on acquired non-PCD loans and leases on an after tax basis.

     (91,510

To adjust for after tax merger expenses.

     (48,726

To adjust for gain on sale of branch divestitures.

     20,893  

To adjust for after tax donations.

     (14,700
  

 

 

 
   $ (984,054
  

 

 

 

P   Adjustment to accumulated other comprehensive income

  

To eliminate historical Columbia accumulated other comprehensive income.

   $ 510,495  

 

10


Income Statement

 

(dollars in thousands, except per share amounts)    Year Ended
December 31, 2022
 

Q  Adjustment to interest and fees on loans and leases

  

To reflect accretion of loan rate premium and non-PCD credit discount resulting from loans and leases fair value Adjustment D using sum-of-years-digits method to approximate effective yield method over the estimated lives of the acquired loan portfolio, which is approximately six years.

   $ 217,617  

To reflect interest and fees on loans and leases on Columbia branch divestitures.

     (2,369
  

 

 

 
   $ 215,248  
  

 

 

 

R  Adjustment to interest and dividends on investment securities

  

To reflect estimated accretion of the discount on acquired held-to-maturity securities fair value Adjustment B using sum of years digits method to approximate effective yield method over the estimated lives of the acquired held-to-maturity portfolio, which is approximately ten years.

   $ 190,346  

S   Adjustment to interest on deposits

  

To reflect amortization of deposit discount resulting from deposit fair value pro forma Adjustment J based on weighted average life of time deposits being approximately eight months.

   $ 11,003  

To reflect interest on deposits on Columbia branch divestitures.

     (209
  

 

 

 
   $ 10,794  
  

 

 

 

T   Adjustment to interest on borrowings

  

To reflect accretion of borrowing premium resulting from borrowing fair value pro forma Adjustment K based on the remaining life of borrowings of approximately ten years.

   $ 17  

U  Adjustment to interest on junior and other subordinated debentures

  

To reflect accretion of subordinated debenture premium resulting from subordinated debenture fair value pro forma Adjustment L based on the life of subordinated debenture of approximately five years.

   $ 75  

V  Adjustment to provision for credit losses

  

To record provision for credit losses on Columbia’s non-PCD loans.

   $ 124,503  

W   Adjustment to service charges on deposits

  

To reflect service charges on deposits on Columbia branch divestitures.

   $ (1,135

X  Adjustment to card based fees

  

To reflect other income on Columbia branch divestitures.

   $ (268

Y  Adjustment to other income

  

To reflect other income on Columbia branch divestitures.

   $ (86

Z   Adjustment to salaries and employee benefits

  

To reflect salaries and employee benefits on Columbia branch divestitures.

   $ (3,453

 

11


Income Statement

 

(dollars in thousands, except per share amounts)    Year Ended
December 31, 2022
 

AA

   Adjustment to occupancy and equipment, net   
  

To reflect straight line amortization of premises and equipment purchase accounting adjustment resulting from premises and equipment pro forma Adjustment F based on 20 year expected life.

   $ 2,584  
  

To reflect occupancy and equipment on Columbia branch divestitures.

     (1,439
     

 

 

 
      $ 1,145  
     

 

 

 

AB

   Adjustments to intangible amortization   
  

To remove Columbia intangible assets amortization.

   $ (8,698
  

To reflect amortization of acquired intangible assets fair value pro forma Adjustment H based on amortization period of 10 years and using the sum-of-the-years-digits method of amortization.

     149,950  
     

 

 

 
      $ 141,252  
     

 

 

 

AC

   Adjustment to other expenses   
  

To reflect the contribution to the charitable foundation, which occurred immediately following the close of the Acquisition.

   $ 20,000  
  

To reflect other expenses on Columbia branch divestitures.

     (358
     

 

 

 
      $ 19,642  
     

 

 

 

AD

   Adjustment to income tax provision   
  

To reflect the income tax effect of transaction accounting adjustments at the estimated combined statutory federal and state rate of 26.5%.

   $ 29,184  

AE

   Adjustments to weighted average number of common shares outstanding - Basic   
  

To reflect acquisition of Umpqua common shares.

     (216,980
  

To reflect issuance of Columbia common stock as Umpqua shareholders will receive 0.5958 of a share of Columbia common stock for each share of Umpqua common stock they hold immediately prior to the merger.

     130,051  
     

 

 

 
        (86,929
     

 

 

 

AF

   Adjustments to weighted average number of common shares outstanding - Diluted   
  

To reflect acquisition of Umpqua common shares.

     (217,403
  

To reflect issuance of Columbia common stock as Umpqua shareholders will receive 0.5958 of a share of Columbia common stock for each share of Umpqua common stock they hold immediately prior to the merger.

     130,051  
     

 

 

 
        (87,352
     

 

 

 

Note 4—Divestitures in Connection with the Reverse Acquisition

In connection with the merger, Columbia sold seven branches in Washington and Oregon to 1st Security Bank of Washington, the wholly-owned subsidiary of FS Bancorp, Inc., and three branches in Northern California to First Northern Bank of Dixon, the wholly-owned subsidiary of First Northern Community Bancorp. The branches, with approximately $542 million in total deposits and $70 million in total loans, were divested in satisfaction of commitments to the Antitrust Division of the DOJ and the Federal Reserve in connection with the reverse acquisition. The divestitures occurred in the first quarter of 2023. As such, these divestitures are included in the unaudited pro forma financial information.

 

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UNAUDITED PRO FORMA CAPITAL RATIOS

The following presents the regulatory capital ratios of each of Columbia Banking System, Inc. (“Columbia”) and Umpqua Bank giving effect to the merger of Columbia and Umpqua Holdings Corporation (“Umpqua”) as a reverse acquisition of Columbia by Umpqua. The following unaudited pro forma capital ratios do not give effect to the divestiture of certain Columbia branches, including loans, premises, equipment and deposits prior to the closing of the reverse acquisition.

 

     As of December
31, 2022
 

Columbia Banking System, Inc.

  

Common equity tier 1 capital ratio

     8.7

Tier 1 capital ratio

     8.7

Total capital ratio

     10.9

Leverage ratio

     6.8

Umpqua Bank

  

Common equity tier 1 capital ratio

     9.3

Tier 1 capital ratio

     9.3

Total capital ratio

     10.3

Leverage ratio

     7.4

 

13