Another bank merger: Bend's Bank of the Cascades to buy Idaho's Home Federal Bank (10/23/13)
The Bend-based parent of Bank of the Cascades outbid Washington rival Banner Bancorp to buy Idaho's Home Federal Bank. The deal, valued at $265.7 million in cash and stock, will give Bank of Cascades $2.4 billion in assets and 56 branches in Oregon, Washington and Idaho.
It's the third significant bank merger announced or executed in the region this year. Tacoma-based Columbia State Bank completed its acquisition of Lake Oswego-based West Coast Bank in March. Portland-based Umpqua Bank said last month it would merge with Spokane-based Sterling Bank.
Banner Bank's Walla Walla, Wash.-based parent had announced last month it would pay $197 million for Nampa-based Home Federal Bancorp Inc. But last week, Home Federal's board said it had received a better bid from and Cascade Bancorp Inc., Banner said today in a separate press release. Home Federal paid Banner $3 million to get out of the deal, Banner said.
The Cascade-Home Federal merger, which is expected to close spring of 2014, the companies said. Regulators must still approve the deal. Home Federal shareholders will get $120.8 million in cash and 24.3 million shares of Cascade stock.
"We have an overlapping footprint," Cascade Bancorp president and CEO Terry Zink said in an interview with The Oregonian. "There are a lot of synergies between the two. We're going to be able to take out some expenses on both sides."
Cascade moved quickly to bid for Home Federal after the deal with Banner was announced, Zink said. That agreement had a go-shop provision, allowing other banks to top Banner's offer.
Banner had until Tuesday to match Cascade's offer, Banner said.
"We spent a significant amount of time analyzing and structuring the transaction with Home and believe that it would have mutually benefited both organizations," said Mark Grescovich, Banner's president and CEO. "While it is unfortunate that the transaction has been terminated, we will maintain our discipline in evaluating future opportunities.
Zink said the 750 employees across both banks can expect some branch closures and job reductions. Cascade estimates it can cut expenses by 24 percent across both banks, partly by eliminating redundant back office positions, Zink said.
"Both of us were trying to figure out how to meet the new regulatory requirements and continue to grow a profitable bank," Zink said of what led to the merger. "It's difficult."
If approved, the deal will return Bank of the Cascades to the size it was before the financial crisis, he said. The bank nearly failed during the real estate crash, coming under federal and state regulatory orders to rid itself of bad loans. It reduced its assets from more than $2 billion to $1 billion, Zink said.
A $177 million infusion from outside investors and the hiring of Zink, former Fifth Third Bank Chicago president, helped spark the turnaround. Regulators only lifted the order in March.
Home Federal Bancorp shares closed Wednesday on the Nasdaq Stock Market at $12.81, up 4 cents. After the announcement, shares jumped 9 percent in after-hours trading to $13.96.
Cascade's shares closed Wednesday on the Nasdaq at $5.99, up 3 cents.
On April 11, 2014, Cascade Bancorp, an Oregon corporation (“Cascade”), received notice of non-objection from the Federal Reserve Bank of San Francisco (the "Federal Reserve Bank"), acting on delegated authority from the Board of Governors of the Federal Reserve System, to consummate the merger with Home Federal Bancorp, Inc., a Maryland corporation (“Home,” and such merger, the “Merger”), pursuant to the Agreement and Plan of Merger between Cascade and Home, dated as of October 23, 2013 (the “Merger Agreement”), and to thereby acquire Home Federal Bank, a wholly owned subsidiary of Home. The Federal Reserve Bank also waived the filing of a formal application by Cascade for the Merger.
On February 20, 2014, Cascade received regulatory approval from the Federal Deposit Insurance Corporation for Bank of the Cascades, wholly owned subsidiary of Cascade, to merge with Home Federal Bank, with Bank of the Cascades continuing as the surviving entity (the “Bank Merger”).
As Cascade and Bank of the Cascades also received the necessary regulatory approvals for the Merger and the Bank Merger from the Oregon Department of Consumer and Business Services, Division of Finance and Corporate Securities, as well as the Idaho Department of Finance, all regulatory approvals and non-objections required to be obtained prior to the completion of the Merger have now been obtained.
Completion of the Merger remains subject to approval of Home’s shareholders and Cascade’s shareholders, as well as the satisfaction of other customary closing conditions. Assuming such approvals are received and conditions are satisfied, Cascade expects to complete the Merger in May 2014.