4//SEC Filing
BANNER CORP 4
Accession 0000939057-16-000605
$BANRCIK 0000946673operating
Filed
Jan 14, 7:00 PM ET
Accepted
Jan 15, 4:23 PM ET
Size
57.6 KB
Accession
0000939057-16-000605
Insider Transaction Report
Form 4
BANNER CORPBANR
Fleischer Spencer C
Director
Transactions
- Other
Common Stock, par value $0.01 per share
2015-10-01+1,525,794→ 1,525,794 total(indirect: See Footnote) - Other
Common Stock, par value $0.01 per share
2015-10-01+1,011,119→ 1,011,119 total(indirect: See Footnote) - Other
Common Stock, par value $0.01 per share
2015-10-01+32,322→ 32,322 total(indirect: See Footnote) - Other
Common Stock, par value $0.01 per share
2015-10-01+29,753→ 29,753 total(indirect: See Footnote)
Footnotes (8)
- [F1]The securities reported herein were issued as merger consideration pursuant to that certain Agreement and Plan of Merger, dated November 5, 2014 (the "Merger Agreement"), by and among the Issuer, SKBHC Holdings LLC ("Holdings") and Starbuck Bancshares, Inc. ("Starbuck"). Pursuant to the terms of the Merger Agreement, on October 1, 2015 (the "Closing Date"), Starbuck merged with a subsidiary of the Issuer (the "Merger"). Immediately following the Merger, Starbuck's wholly owned subsidiary bank, AmericanWest Bank, a Washington state-chartered commercial bank, merged with and into the Issuer's wholly owned subsidiary bank, Banner Bank, a Washington state-chartered commercial bank. Pursuant to the Merger Agreement, Holdings received, in exchange for all of the outstanding shares of Starbuck common stock, $130,000,000 in cash and 13,230,000 shares of common stock of the Issuer.
- [F2]The FFL Reporting Persons (as defined in footnote 8) were collectively a member of Holdings and as consideration for the Merger received an aggregate of 2,598,988 shares of common stock (the "Shares") from the Issuer on the Closing Date. On the effective date of the Merger, the closing price of the Issuer's common stock was $47.67 per share.
- [F3]Held directly by Friedman Fleischer & Lowe Capital Partners III, L.P.
- [F4]Held directly by Friedman Fleischer & Lowe Parallel Fund III, L.P.
- [F5]Held directly by FFL Individual Partners III, L.P.
- [F6]Held directly by FFL Executive Partners III, L.P.
- [F7]Spencer C. Fleischer's beneficial ownership is based on the direct beneficial ownership of the shares by the FFL Funds (as defined in Exhibit 99.1). Spencer C. Fleischer's expressly disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. See Exhibit 99.1.
- [F8]Solely for purposes of Section 16 of the Securities Exchange Act of 1934, each of Friedman Fleischer & Lowe Capital Partners III, L.P., Friedman Fleischer & Lowe Parallel Fund III, L.P., FFL Individual Partners III, L.P., FFL Executive Partners III, L.P., Friedman Fleischer & Lowe GP III, L.P. and Friedman Fleischer & Lowe GP III, LLC (the "FFL Reporting Persons"), may be deemed to be directors-by-deputization by virtue of their right to designate a member of the board of directors of the Issuer effective as of October 1, 2015, the closing date of the Merger. The FFL Reporting Persons have designated Spencer C. Fleischer as a member of the board of directors of the Issuer, effective October 1, 2015, pursuant to that certain Investment Letter Agreement, dated as of November 5, 2014, by and between the FFL Funds (as defined in Exhibit 99.1) and the Issuer.
Issuer
BANNER CORP
CIK 0000946673
Entity typeoperating
IncorporatedWA
Related Parties
1- filerCIK 0000946673
Filing Metadata
- Form type
- 4
- Filed
- Jan 14, 7:00 PM ET
- Accepted
- Jan 15, 4:23 PM ET
- Size
- 57.6 KB