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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) of Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events |
On September 30, 2021, pursuant to the Agreement and Plan of Merger, dated as of June 23, 2021, by and between Columbia Banking System, Inc., a Washington corporation (“Columbia”), and Bank of Commerce Holdings, a California corporation (“BOCH”), BOCH was merged with and into Columbia (the “Merger”) with Columbia surviving the Merger. The Merger became effective at 11:59 p.m., Pacific time, on September 30, 2021. Promptly following the Merger, Merchants Bank of Commerce, a California state-chartered bank and wholly-owned subsidiary of BOCH, merged with and into Columbia State Bank, a Washington state-chartered bank and wholly owned subsidiary of Columbia, with Columbia State Bank as the surviving bank (collectively with the Merger, the “Mergers”).
On October 1, 2021, Columbia issued a press release announcing the completion of the Mergers. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| 99.1 | Press Release issued October 1, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: October 1, 2021 |
COLUMBIA BANKING SYSTEM, INC. | |||||
| By: | /s/ AARON J. DEER | |||||
| Aaron J. Deer | ||||||
| Chief Financial Officer | ||||||
