Banner Corporation Acquires Pacific Financial
Banner Corporation, the holding company for Banner Bank, and Pacific Financial Corporation, the holding company for Bank of the Pacific, jointly announced that they have entered into a definitive merger agreement. Under the terms of the agreement, Banner will acquire Pacific Financial in an all-stock transaction, subject to the terms and conditions set forth therein. Following closing, the combined company is expected to have approximately $18B in assets. Bank of the Pacific is a 55-year-old Washington state-chartered commercial bank serving business and consumer clients at 18 branches and offices in Western Washington and Northern Oregon. At March 31, 2026, Bank of the Pacific had assets of $1.29B. Upon completion of the merger, Denise Portmann, President and CEO, is expected to join the Banner Bank executive team. Banner had assets of $16.34B as of March 31. Under the terms of the merger agreement, Pacific Financial shareholders will receive 0.2633 shares of Banner common stock in exchange for each share of Pacific Financial common stock. Based on the closing price of $66.25 per share of Banner common stock on April 29, 2026, the implied value of the merger consideration to be received by Pacific Financial shareholders is equal to $17.44 per share or approximately $177M in aggregate. The merger is expected to qualify as a tax-free reorganization for Pacific Financial shareholders. Banner expects the transaction, once closed, to be immediately accretive to 2027 earnings per share, excluding one-time transaction expenses. The boards of directors of Banner and Pacific Financial each unanimously approved the merger agreement and the merger. The transaction is subject to approval by Pacific Financial shareholders, regulatory approvals and other customary closing conditions and is expected to close in the Q3. Pacific Financial was advised by Piper Sandler as financial advisor, and Miller Nash as legal counsel. Banner was advised by BofA Securities as financial advisor, and Ballard Spahr as legal counsel.
