BANR BANNER CORP
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Executive Summary
Banner Corporation filed an S-4 registration statement with the SEC for its acquisition of Pacific Financial Corporation via stock-for-stock merger. Each Pacific Financial share will convert into 0.2633 shares of Banner common stock, implying an aggregate transaction value of approximately $177 million based on the pre-announcement closing price of $66.25 per Banner share. The merger is expected to close in Q3 2026, subject to Pacific Financial shareholder approval, regulatory clearances, and other customary conditions.
Actionable Insight
Monitor for Pacific Financial shareholder vote and regulatory approvals (Federal Reserve, FDIC, Washington DFI). The fixed exchange ratio means deal value fluctuates with Banner's stock price. Minimal near-term catalyst for Banner shares until deal close or material integration details emerge.
Key Facts
- Pacific Financial shareholders to receive 0.2633 shares of Banner common stock per PFLC share (fixed exchange ratio).
- Aggregate implied transaction value of approximately $177 million based on Banner's $66.25 pre-announcement close.
- Pacific Financial shareholders will own approximately 7% of the combined company; Banner shareholders will own approximately 93%.
- Banner expects to issue approximately 2,654,773 shares of its common stock in the merger.
- Termination fee of $6.3 million payable by Pacific Financial to Banner under certain circumstances.
- Merger expected to close in Q3 2026, subject to regulatory approvals and shareholder vote (two-thirds of outstanding shares required).
- Pacific Financial's adjusted equity must be ≥ $124,269,000 as a closing condition.
Financial Impact
Implied aggregate transaction value of approximately $177 million; implied value of $17.44 per Pacific Financial share based on pre-announcement price; dilution of ~7% for existing Banner shareholders.
Risk Factors
- Regulatory approval may be delayed or denied.
- Integration risks could reduce expected cost synergies.
- Dilution from issuance of ~2.65M shares may pressure Banner's stock price in the near term.
- Fixed exchange ratio exposes Pacific Financial shareholders to Banner stock price declines pre-close.
Market Snapshot
Documents Analyzed
This report is based on 9 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-4 Filing (Primary) | 0001140361-26-023911 |
| Document: ny20074422x1_ex107.htm | 0001140361-26-023911 |
| Document: ny20074422x1_ex5-1.htm | 0001140361-26-023911 |
| Document: ny20074422x1_ex99-1.htm | 0001140361-26-023911 |
| Document: ny20074422x1_ex99-5.htm | 0001140361-26-023911 |
| Document: ny20074422x1_ex23-1.htm | 0001140361-26-023911 |
| Document: 0001140361-26-023911-index-headers.html | 0001140361-26-023911 |
| Document: 0001140361-26-023911-index.html | 0001140361-26-023911 |
| Document: 0001140361-26-023911.txt | 0001140361-26-023911 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
|
Jun 3, 2026
9d ago
|
S-4
| $64.61 $64.86 | ▲ +0.39% | ▲ +2.99% | $67.24 (+4.07%) |
|
Apr 22, 2026
7w ago
|
8-K
| $67.22 $66.30 | ▼ −1.36% | ▼ −2.15% | $67.24 (+0.04%) |
US Market Status
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