Exhibit 99.1
| FOR IMMEDIATE RELEASE | ||
| Contacts: | ||
| Ray Davis | Ron Farnsworth | |
| President/CEO | EVP/Chief Financial Officer | |
| Umpqua Holdings Corporation | Umpqua Holdings Corporation | |
| 503-727-4101 | 503-727-4108 | |
| raydavis@umpquabank.com | ronfarnsworth@umpquabank.com | |
Umpqua Holdings Announces Pricing of $264 million Underwritten Public Offerings of Common
Stock and Common Stock Equivalent Securities
PORTLAND, Ore.—February 3, 2010—(BUSINESS WIRE)—Umpqua Holdings Corporation (NASDAQ:UMPQ), parent company of Umpqua Bank and Umpqua Investments, Inc., today announced the pricing of its previously announced underwritten public offerings, raising gross proceeds of $264 million. The offerings consisted of 7.5 million shares of common stock, which priced at $11.00 per share, and 16.5 million depository shares, which priced at $11.00 per depositary share and as described below represent interests in a series of Umpqua Holdings Corporation’s preferred stock designated as the Series B common stock equivalent.
The net proceeds from the common stock offering and, if and when converted into common stock, the net proceeds of the depositary shares offering will qualify as both tangible common equity and regulatory Tier 1 capital and will be used, together with existing funds, to redeem preferred stock issued to the U.S. Treasury under the TARP Capital Purchase Program, upon receipt of required regulatory approvals, to fund FDIC-assisted acquisition opportunities, similar to the recently announced acquisition of certain assets and deposits of EvergreenBank in an FDIC-assisted transaction, and for general corporate purposes.
The depositary shares, each of which represents a 1/100th interest in a share of Umpqua Holdings Corporation’s Series B common stock equivalent, entitle the holders, through the depository, to a proportional fractional interest in the rights and preferences of such share of common stock equivalent represented by the depositary share, including conversion, dividend, liquidation and voting rights. Each share of common stock equivalent is initially subject to conversion into 100 shares of Umpqua Holdings Corporation’s common stock (and, correspondingly, each depositary share is initially subject to conversion into one share of Umpqua Holdings Corporation’s common stock). Currently, no public market exists for the depositary shares or the common stock equivalent. Umpqua Holdings Corporation has applied to list the depositary shares on The NASDAQ Global Select Market under the symbol “UMPQP,” and it expects trading to commence within 30 days of the first original issuance date of the depositary shares.
J.P. Morgan Securities Inc. is the sole book-running manager and underwriter for each offering. Umpqua Holdings Corporation also granted the underwriter for each offering a 30-day option to purchase up to an additional 1.125 million shares of its common stock and 2.475 million depository shares to cover over-allotments, if any. The shares of common stock and depositary shares are being issued pursuant to prospectus supplements to the prospectus filed as a part of Umpqua Holdings Corporation’s effective shelf-registration statement on Form S-3 (File No. 333-155997).
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction, in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Offers may be made only by
means of a prospectus and a related prospectus supplement. Copies of prospectuses with respect to these offerings may be obtained from J.P. Morgan Securities Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, 866-803-9204.
About Umpqua Holdings Corporation
Umpqua Holdings Corporation (NASDAQ:UMPQ) is the parent company of Umpqua Bank, an Oregon-based community bank recognized for its entrepreneurial approach, innovative use of technology, and distinctive banking solutions. Umpqua Bank has 162 locations between San Francisco, Calif. and Seattle, Wash., along the Oregon and Northern California Coast and in Central Oregon. Umpqua Holdings also owns a retail brokerage subsidiary, Umpqua Investments Inc., which has locations in Umpqua Bank stores and in dedicated offices in Oregon. Umpqua’s Private Bank Division serves high net worth individuals and non-profits providing customized financial solutions and offerings. Umpqua Holdings Corporation is headquartered in Portland, Ore.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the “Safe-Harbor” provisions of the Private Securities Litigation Reform Act of 1995, which management believes are a benefit to shareholders. These statements are necessarily subject to risk and uncertainty and actual results could differ materially due to various risk factors, including those set forth from time to time in Umpqua Holdings Corporation’s filings with the SEC. You should not place undue reliance on forward-looking statements and Umpqua Holdings Corporation undertakes no obligation to update any such statements. In this press release, Umpqua Holdings Corporation makes forward-looking statements about the prospective conversion of the common stock equivalent securities to common stock and its intended use of the capital raised in these offerings, including redemption of the preferred stock held by the Treasury and funding FDIC-assisted transactions. Specific risks that could cause results to differ from the forward-looking statements are set forth in Umpqua Holdings Corporation’s filings with the SEC and also include, without limitation, delay or inability to obtain shareholder approval of additional shares of common stock and deterioration in the economy or its loan portfolio, lack of acquisition opportunities and inability to obtain regulatory approval to redeem TARP Series A Preferred Stock, each of which could alter its intended use of the capital.