Banner Corporation (NasdaqGS:BANR) entered into a letter of intent to acquire AltaPacific Bancorp (OTCPK:ABNK) for $84.7 million on July 23, 2019. Definitive agreement was signed on July 24, 2019. Under the terms of the transaction, each outstanding share of AltaPacific Bancorp (AltaPacific) common stock will be converted into the right to receive 0.2712 shares of Banner Corporation (Banner) common stock subject to potential adjustment. The outstanding options of AltaPacific will receive cash. AltaPacific shareholders will obtain pro forma ownership of approximately 4.3% in Banner. Pursuant to the transaction, AltaPacific will merge with and into Banner, with Banner as the surviving corporation. Also following the merger, AltaPacific's wholly owned subsidiary, AltaPacific Bank, will merge with and into Banner's wholly owned subsidiary, Banner Bank, with Banner Bank as the surviving bank. AltaPacific will be required to pay Banner a termination fee of $3 million, if the merger agreement is terminated under certain circumstances.

Completion of the merger is subject to approval by the applicable regulatory banking agencies and certain customary conditions, including approval of the merger by AltaPacific's shareholders, non-objection by the NASDAQ to the listing of the shares of Banner common stock to be issued in the merger, effectiveness of a registration statement on Form S-4 for the shares of Banner common stock, receipt of a tax opinion from the applicable party's counsel to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, not more than 10% of the outstanding shares of AltaPacific common stock having exercised their dissenters' rights under the California Code and third party consents required. AtaPacific's Board of Directors has unanimously approved the merger agreement and recommended that its shareholders vote in favour of the transaction. The special meeting of shareholders of AltaPacific will be held on October 28, 2019. The merger is expected to close in the fourth quarter of 2019. Banner expects the transaction to be immediately accretive to earnings per share, excluding one-time transaction expenses. Stephens Inc. acted as financial advisor and Ryan J. York of Davis, Wright Tremaine and Katten Muchin Rosenman LLP acted as legal advisors for Banner. Panoramic Capital Advisors acted as financial advisor, Vining Sparks IBG, LP acted as financial advisor and fairness opinion provider and Keith Holmes of King, Holmes, Paterno & Soriano acted as legal advisor for AltaPacific. Vining Sparks received a fee of $95,000 upon delivery of its opinion.

Banner Corporation (NasdaqGS:BANR) completed the acquisition of AltaPacific Bancorp (OTCPK:ABNK) on November 1, 2019. Following the transaction, AltaPacific merged with and into Banner, with Banner continuing as the surviving corporation in the Merger.