Banner Corporation ("Banner") (NASDAQ GSM:BANR), the holding
company for Banner Bank and Islanders Bank, today announced that it
had completed the acquisition of Starbuck Bancshares, Inc. and its
wholly-owned subsidiary, AmericanWest Bank, of Spokane, Washington,
which has been merged with and into Banner Bank. Pursuant to the
previously announced terms of the merger, the equityholders of
AmericanWest are receiving an aggregate of $130 million in cash and
13.23 million shares of Banner common stock. As of the closing
date, the combined company has approximately $9.9 billion in assets
and 203 branches across five western states.
"We are pleased to announce the completion of the merger and to
welcome AmericanWest's equityholders, customers and employees as
part of the Banner Bank team," stated Mark G. Grescovich, Banner's
President and Chief Executive Officer. "This strategic
combination is an exciting step forward, providing the opportunity
to deploy our super community bank model throughout a strengthened
presence in Washington, Oregon and Idaho and into attractive growth
markets in California and Utah. In addition, the combination
is expected to result in considerable operating synergies and
provide significant benefits to our expanded group of clients,
communities, shareholders and employees."
Banner was advised in the transaction by Sandler O'Neill +
Partners, L.P., as financial advisor, and Cleary Gottlieb Steen
& Hamilton LLP, as legal counsel. AmericanWest was advised
by Jefferies, LLC, as financial advisor, and Wachtell, Lipton,
Rosen & Katz, as legal counsel. Key investors of
AmericanWest were advised by Skadden, Arps, Slate, Meagher &
Flom LLP and Sullivan & Cromwell LLP.
Election of Directors
In connection with the merger, the Banner board of directors
appointed Spencer Fleischer and Michael J. Gillfillan to the Banner
board of directors.
Spencer Fleischer is a founder, Co-CEO and President of Friedman
Fleischer & Lowe, LLC, a director of The Clorox Company, Levi
Strauss & Co., and Strategic Investment Group. He is a
member of the Fellowship Campaign Executive Committee for Lincoln
College, Oxford and a Director of Americans for Oxford,
Inc. Mr. Fleischer served as an advisor to the Investment
Committee of the William and Flora Hewlett Foundation for ten
years. Mr. Fleischer previously spent 19 years with Morgan
Stanley as an investment banker and manager. He was a member
of the worldwide Investment Banking Operating Committee, Head of
Investment Banking in Asia and Head of Corporate Finance for
Europe. He earned an M.Phil. in Management Studies at Oxford
University as a Rhodes Scholar and graduated from the University of
the Witwatersrand in Johannesburg with a B.A. (Hons) in
Economics.
Michael J. Gillfillan co-founded AloStar Bank of Commerce in
2011 and served as its Chief Executive Officer and Chairman from
April 2011 to April 15, 2015. Mr. Gillfillan spent 35 years in
banking and finance positions, with extensive leadership experience
in troubled debt restructuring, turnaround management and strategic
finance issues dealing with capital structure and capital
adequacy. Mr. Gillfillan spent more than 25 years at Wells
Fargo and Company, serving as its Vice Chairman and Chief Credit
Officer for the greater part of the period from 1991 to
1999. He previously served as Director of Union Bank of
California, N.A., MUFG Union Bank, N.A. and UnionBanCal
Corporation. Mr. Gillfillan received an M.B.A. from the
University of California at Los Angeles and a B.A. in History from
the University of California at Berkeley.
About Banner Corporation
Banner Corporation is a bank holding company operating two
commercial banks in five Western states through a network of
branches offering a full range of deposit services and business,
commercial real estate, construction, residential, agricultural and
consumer loans. Visit Banner Bank on the Web at
www.bannerbank.com.
Forward Looking Statements
When used in this press release and in other documents filed
with or furnished to the Securities and Exchange Commission (the
"SEC"), in press releases or other public stockholder
communications, or in oral statements made with the approval of an
authorized executive officer, the words or phrases "believe,"
"will," "will likely result," "may," "shall," "are expected to,"
"will continue," "is anticipated," "estimate," "project," "plans,"
"forecast," "initiative," "objective," "goal," "outlook,"
"priorities," "target," "intend," "evaluate," "pursue," "commence,"
or the negative of any of those words or phrases or similar
expressions are intended to identify "forward-looking statements"
within the meaning of applicable federal securities laws, including
the Private Securities Litigation Reform Act of 1995. You are
cautioned not to place undue reliance on any forward-looking
statements, which speak only as of the date such statements are
made. These statements may relate to future financial
performance, strategic plans or objectives, revenues or earnings
projections, or other financial information. By their nature,
these statements are subject to numerous uncertainties that could
cause actual results to differ materially from those anticipated in
the statements. Statements about the expected timing,
completion and effects of the proposed transactions and all other
statements in this release other than historical facts constitute
forward-looking statements.
Important factors that could cause actual results to differ
materially from the results anticipated or projected include, but
are not limited to, the following: (1) expected revenues, cost
savings, synergies and other benefits from the merger of Banner
Bank and AmericanWest Bank ("AmericanWest") might not be realized
within the expected time frames or at all and costs or difficulties
relating to integration matters, including but not limited to
customer and employee retention, might be greater than expected;
(2) the credit risks of lending activities, including changes in
the level and direction of loan delinquencies and write-offs and
changes in estimates of the adequacy of the allowance for loan
losses, which could necessitate additional provisions for loan
losses, resulting both from loans originated and loans acquired
from other financial institutions; (3) results of examinations by
regulatory authorities, including the possibility that any such
regulatory authority may, among other things, require increases in
the allowance for loan losses or writing down of assets; (4)
competitive pressures among depository institutions; (5) interest
rate movements and their impact on customer behavior and net
interest margin; (6) the impact of repricing and competitors'
pricing initiatives on loan and deposit products; (7) fluctuations
in real estate values; (8) the ability to adapt successfully to
technological changes to meet customers' needs and developments in
the market place; (9) the ability to access cost-effective funding;
(10) changes in financial markets; (11) changes in economic
conditions in general and in Washington, Idaho, Oregon and
California in particular; (12) the costs, effects and outcomes of
litigation; (13) new legislation or regulatory changes, including
but not limited to the Dodd-Frank Act and regulations adopted
thereunder, changes in capital requirements pursuant to the
Dodd-Frank Act and the implementation of the Basel III capital
standards, other governmental initiatives affecting the financial
services industry and changes in federal and/or state tax laws or
interpretations thereof by taxing authorities; (14) changes in
accounting principles, policies or guidelines; (15) future
acquisitions by Banner or AmericanWest of other depository
institutions or lines of business; (16) and future goodwill
impairment due to changes in Banner's business, changes in market
conditions, or other factors.
Banner does not undertake any obligation to update any
forward-looking statement to reflect circumstances or events that
occur after the date on which the forward-looking statement is made
except where expressly required by law.
CONTACT: MARK J. GRESCOVICH,
PRESIDENT & CEO
LLOYD W. BAKER, CFO
(509) 527-3636
MEDIA CONTACT
KELLY MCPHEE
VP, COMMUNICATIONS & PUBLIC RELATIONS
(509) 991-0575
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