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):  November 3, 2014

 

Umpqua Holdings Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

 

One SW Columbia, Suite 1200
Portland, Oregon 97258
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code:  (503) 727-4100

 

Not Applicable

Former Name or Former Address, if Changed Since Last Report

 

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 CFR 240.13e-4(c))

 

 

 

Item 8.01.             Other Events.

 

On November 7, 2014, Umpqua Holdings Corporation (the “Company”) completed a secondary public offering of 31,190,716 shares of the Company’s common stock (the “Offering”) by certain funds affiliated with Thomas H. Lee Partners, L.P., Warburg Pincus Private Equity X, L.P., Warburg Pincus X Partners, L.P and Mr. David A. Coulter (collectively, the “Selling Shareholders”) and an affiliate of Barclays Capital Inc. (the “Share Borrower”).  The Company itself did not sell any shares and did not receive any proceeds from the Offering. The Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-195396), filed with the Securities and Exchange Commission on April 18, 2014, and related prospectus supplement dated November 4, 2014.

 

In connection with the Offering, the Company entered into an Underwriting Agreement, dated November 3, 2014 (the “Underwriting Agreement”), by and among the Company, the Selling Shareholders, the Share Borrower and Barclays Capital Inc. as underwriter. The Underwriting Agreement is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

 

Item 9.01.             Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
1.1		Underwriting Agreement, dated as of November 3, 2014, by and among Umpqua Holdings Corporation, Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Sterling Equity Investors L.P., THL Managers VI, LLC, Warburg Pincus Private Equity X, L.P., Warburg Pincus X Partners, L.P., David A. Coulter, Barclays Capital Derivatives Funding LLC and Barclays Capital Inc.

 

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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 thereunto duly authorized.

 

		Umpqua Holdings Corporation
Date: November 7, 2014	By:	/s/ Andrew H. Ognall
		Name:	Andrew H. Ognall
		Title:	Executive Vice President, General Counsel and Secretary

 

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EXHIBIT INDEX

 

Exhibit Number		Description
1.1		Underwriting Agreement, dated as of November 3, 2014, by and among Umpqua Holdings Corporation, Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Sterling Equity Investors L.P., THL Managers VI, LLC, Warburg Pincus Private Equity X, L.P., Warburg Pincus X Partners, L.P., David A. Coulter, Barclays Capital Derivatives Funding LLC and Barclays Capital Inc.

 

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