UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
May 18, 2015
Banner Corporation
(Exact name of registrant as specified in its
charter)
Washington |
0-26584 |
91-1691604 |
(State or other jurisdiction |
(Commission File |
(I.R.S. Employer |
of incorporation) |
Number) |
Identification No.) |
10 S. First Avenue
Walla Walla, Washington 99362
(Address of principal executive offices and
zip code)
(509) 527-3636
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR240.13e-4(c))
Item 1.01. Entry into a Material Definitive
Agreement.
On May 18, 2015, Banner Corporation (“Banner”)
entered into an amendment (the “Merger Agreement Amendment”) to the Agreement and Plan of Merger (the “Merger
Agreement”), dated as of November 5, 2014 by and among SKBHC Holdings LLC (“Holdings”), Starbuck Bancshares,
Inc. (“Starbuck”) and Banner. Pursuant to the Merger Agreement Amendment, the number of vacancies on the Banner
board of directors reserved for representatives of Holdings investors who entered into Investor Letter Agreements with Banner has
decreased from three to two, and the number of vacancies reserved for independent directors who are currently members of the Holdings
board of directors or other mutually agreed persons has increased from two to three.
Other than as expressly modified pursuant
to the Merger Agreement Amendment, the Merger Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form
8-K filed with the Securities and Exchange Commission by Banner on November 12, 2014, remains in full force and effect as originally
executed on November 5, 2014. A copy of the Merger Agreement Amendment is attached hereto as Exhibit 2.1 and is incorporated herein
by reference. The foregoing description of the Merger Agreement Amendment is qualified in its entirety by reference to the full
text of the Merger Agreement Amendment.
Also, on May 18, 2015, Banner entered
into an amendment (the “ILA Amendment” and together with the Merger Agreement Amendment, the “Amendments”)
to the Investor Letter Agreement (the “Investor Letter Agreement”), dated as of November 5, 2014, by and among
GS Capital Partners VI Fund, L.P., GS Capital Partners VI GmBH & Co. KG, GS Capital Partners VI Offshore Fund, L.P. and GS
Capital Partners VI Parallel, L.P. (collectively, the “Subject Sellers”) and Banner. Pursuant to the ILA Amendment,
the right of the Subject Sellers to appoint a board representative to the boards of directors of Banner and its subsidiary Banner
Bank under the Investor Letter Agreement is terminated, and all provisions in the Investor Letter Agreement related to such right
shall have no further force or effect.
Other than as expressly modified pursuant
to the ILA Amendment, the Investor Letter Agreement, which was previously filed as Exhibit 10.3 to the Current Report on Form 8-K
filed with the Securities and Exchange Commission by Banner on November 12, 2014, remains in full force and effect as originally
executed on November 5, 2014. A copy of the ILA Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
The foregoing description of the ILA Amendment is qualified in its entirety by reference to the full text of the ILA Amendment.
Item 9.01 Financial Statements and Exhibits
|
2.1 |
Amendment to Agreement and Plan of Merger, dated May 18, 2015 by and between SKBHC Holdings LLC, Starbuck Bancshares, Inc., Banner Corporation and Elements Merger Sub, LLC. |
|
10.1 |
Amendment to Investor Letter Agreement, dated May 18, 2015 by and between Banner Corporation and GS Capital Partners VI Fund, L.P. and certain of its affiliates. |
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.
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BANNER CORPORATION |
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Date: May 19, 2015 |
By: /s/ Lloyd W. Baker |
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Lloyd W. Baker
Executive Vice President and
Chief Financial Officer |
AMENDMENT TO THE AGREEMENT AND PLAN OF
MERGER
May 18, 2015
Reference is made to (i) that certain Agreement
and Plan of Merger (the “Merger Agreement”), dated as of November 5, 2014, by and among SKBHC Holdings LLC (“Holdings”),
Starbuck Bancshares, Inc., a Minnesota corporation (“Starbuck”), and Banner Corporation, a Washington corporation
(“Banner”) and (ii) that certain Joinder Agreement (the “Joinder Agreement”) to the Merger
Agreement, dated as of December 17, 2014, by and among Holdings, Starbuck, Banner and Elements Merger Sub, LLC, a Washington limited
liability company (“Elements”). Unless otherwise defined herein, terms defined in the Merger Agreement and used
herein shall have the meanings given to them in the Merger Agreement.
WHEREAS, Holdings, Starbuck and Banner
are parties to the Merger Agreement;
WHEREAS, pursuant to the Joinder Agreement,
Elements agreed to become a party to the Merger Agreement, and to be bound by all of the terms and conditions of the Merger Agreement
applicable to Merger Sub; and
WHEREAS, the parties hereto desire to enter
into this Amendment to the Agreement and Plan of Merger (the “Amendment”) to amend certain terms of the Merger
Agreement in accordance with Section 8.3 of the Merger Agreement as set forth below;
NOW, THEREFORE, in consideration of the
foregoing and the agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:
Section 1. Amendment to Merger Agreement.
Section 1.7(b) of the Merger Agreement shall be amended and restated in its entirety to read:
“At or prior to the Effective
Time, Boron’s Board of Directors shall take all appropriate action to increase the number of directors by five (5), it being
understood that (i) two (2) of such vacancies shall be reserved for the Major Silicon Members, which representatives shall be appointed
in accordance with the terms and conditions of the Investor Letter Agreements, and (ii) three (3) of such vacancies shall be reserved
for independent directors who are currently members of Holdings’ Board of Directors or such other persons as the Board of
Directors of Holdings may identify, the identity of such persons to be mutually agreed by the Board of Directors of Holdings and
the Board of Directors of Boron. Each of the foregoing directors shall serve commencing as of the Effective Time and thereafter
until his or her successor has been duly elected or appointed and qualified, or his or her earlier death, resignation or removal.”.
Section 2. References. All references
to the Merger Agreement (including “hereof,” “herein,” “hereunder,” and “hereby”)
shall refer to the Merger Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the
Merger Agreement (as amended hereby) and references in the Merger Agreement to “the date hereof,” “the date of
this Agreement” and terms of similar import shall in all instances continue to refer to November 5, 2014.
Section 3. Miscellaneous. The provisions
of Article IX of the Merger Agreement (other than Sections 9.1 and 9.6) shall apply to this Amendment mutatis
mutandis. Except as amended by the provisions of this Amendment, all of the terms, covenants and conditions contained in the
Merger Agreement are hereby ratified and confirmed and shall remain in full force and effect.
[Signature page to follow]
IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed and delivered as of the date first above written.
BANNER CORPORATION |
|
By: |
/s/
Lloyd W. Baker |
Name: |
Lloyd W. Baker |
Title: |
Executive Vice President |
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ELEMENTS MERGER SUB, LLC |
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By its sole Member, |
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BANNER CORPORATION |
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By: |
/s/ Lloyd W. Baker |
Name: |
Lloyd W. Baker |
Title: |
Executive Vice President |
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Signature Page to Amendment to Agreement
and Plan of Merger
SKBHC HOLDINGS LLC |
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By: |
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Name: |
Scott A. Kisting |
Title: |
Chairman, President and Chief Executive Officer |
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STARBUCK BANCSHARES, INC. |
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By: |
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Name: |
Scott A. Kisting |
Title: |
Chairman, President and Chief Executive Officer |
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amendment
to INVESTOR LETTER AGREEMENT
May 18, 2015
Banner Corporation
10 South First Avenue
Walla Walla, Washington 99362
Attention: Mark J. Grescovich, Chief Executive Officer
Facsimile: (509) 526-8891
Ladies and Gentlemen:
Reference is made to that certain Agreement
and Plan of Merger, dated as of November 5, 2014, by and among SKBHC Holdings LLC (“Holdings”), Starbuck Bancshares,
Inc. (“Starbuck”) and Banner Corporation (“Banner”, and such agreement, as amended from time
to time, the “Merger Agreement”). Reference is further made to that certain investor letter agreement, dated
as of November 5, 2014 (the “Original Agreement”), by and among GS Capital Partners VI Fund, L.P., GS Capital
Partners VI GmBH & Co. KG, GS Capital Partners VI Offshore Fund, L.P. and GS Capital Partners VI Parallel, L.P. (collectively,
the “Subject Sellers”) and Banner. Capitalized terms used not otherwise defined herein have the same meaning
as in the Original Agreement.
Holdings, Starbuck and Banner have amended
the Merger Agreement to provide for the appointment to the Banner board of directors of five new directors at the Effective Time,
to be comprised of two representatives from the Major Silicon Members other than the Subject Sellers, and three independent directors
designated by Holdings’ board of directors.
The parties hereto desire to amend the Original
Agreement in certain respects, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
| 1. | The right of the Subject Sellers to appoint a Board Representative to the boards of directors of Banner and Banner Bank under
Section 4 of the Original Agreement is hereby terminated, and such Section 4 shall hereafter have no further force or effect. |
| 2. | Each party hereto represents to the other parties hereto that it has the corporate or similar power and authority to execute
and deliver this amendment to the Original Agreement (this “Amendment”) and to carry out the terms and provisions
of this Amendment and the Original Agreement as amended hereby. |
| 3. | This Amendment shall be governed by and construed and interpreted in accordance with the Laws of the State of Washington, without
regard to any applicable conflicts of Law. |
| 4. | The parties hereto acknowledge and confirm that all references in the Original Agreement to “this Agreement” shall
be deemed to include the Original Agreement as amended by this Amendment. |
| 5. | Except as expressly amended hereby, the Original Agreement shall remain in full force and effect in accordance with the terms
thereof. This Amendment is limited specifically to the matters set forth above and does not constitute directly or by implication
an amendment or waiver of any other provisions of the Original Agreement or any default which may occur or may have occurred under
the Original Agreement. The Original Agreement as amended is hereby ratified and confirmed in all respects. |
| 6. | This Amendment may be executed in any number of counterparts (including facsimile and .pdf counterparts), each of which shall
be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument. |
[Remainder of page left blank intentionally]
Very truly yours,
GS CAPITAL PARTNERS VI FUND, L.P. |
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GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. |
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By: |
GSCP VI Advisors, L.L.C. |
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By: |
GSCP VI Offshore Advisors, L.L.C. |
Its: |
General Partner |
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Its: |
General Partner |
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By: |
/s/ Gilbert H. Klemann |
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By: |
/s/ Gilbert H. Klemann |
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Name: |
Gilbert H. Klemann |
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Name: |
Gilbert H. Klemann |
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Title: |
Vice President |
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Title: |
Vice President |
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GS CAPITAL PARTNERS VI GmBH & Co. KG |
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GS CAPITAL PARTNERS VI PARALLEL, L.P. |
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By: |
GSCP Advisors VI, L.L.C. |
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By: |
GSCP Advisors VI, L.L.C. |
Its: |
Managing Limited Partner |
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Its: |
General Partner |
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By: |
/s/ Gilbert H. Klemann |
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By: |
/s/ Gilbert H. Klemann |
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Name: |
Gilbert H. Klemann |
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Name: |
Gilbert H. Klemann |
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Title: |
Vice President |
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Title: |
Vice President |
Agreed and accepted:
BANNER CORPORATION |
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By: |
/s/
Lloyd W. Baker |
Name: |
Lloyd W. Baker |
Title: |
Executive Vice President |
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