UMPQUA HOLDINGS CORP FILES (8-K) Disclosing Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On June 3, 2013, Umpqua Holdings Corporation (the "Company"), parent company of Umpqua Bank and Umpqua Investments, Inc., entered into an Agreement and Plan of Merger (the "Merger Agreement") among the Company, Financial Pacific Holding Corp., a Delaware corporation ("FinPac"), Financial Pacific Leasing, LLC, a Washington limited liability company and a wholly owned subsidiary of FinPac ("Leasing"), Umpqua Bank, Aquarium Corporation, a Delaware corporation and a newly-formed wholly owned subsidiary of Umpqua Bank ("Merger Sub"), and Financial Pacific Holdings, LLC, a Delaware limited liability company and the sole stockholder of FinPac (the "Stockholder"). The following summary of certain provisions of the Merger Agreement does not purport to be a complete description of the terms and provisions of the Merger Agreement and is qualified in its entirety by reference to the Merger Agreement. The executed Merger Agreement will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2013.

Pursuant to the Merger Agreement, Merger Sub will merge with and into FinPac, with FinPac surviving as a wholly owned subsidiary of Umpqua Bank, and the Company will acquire all of the issued and outstanding capital stock of FPC Leasing Corporation and Financial Pacific Reinsurance Company Ltd., each a wholly owned subsidiary of Leasing, for aggregate consideration of $158 million in cash (subject to adjustment based on changes in FinPac's tangible net worth).

The closing of the transactions is subject to customary conditions precedent, including the expiration or earlier termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

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