Columbia Banking System, Inc. (NasdaqGS:COLB) entered into letter of intent to acquire Pacific Continental Corporation (NasdaqGS:PCBK) for approximately $670 million on September 29, 2016. Columbia Banking System, Inc. (NasdaqGS:COLB) signed a definitive agreement to acquire Pacific Continental Corporation (NasdaqGS:PCBK) for approximately $670 million on January 9, 2017. Columbia Banking System will issue its shares at an exchange ratio of 0.6430 of a share of Columbia Banking System's common stock for each share of Pacific Continental Corporation's stock acquired and will pay $14.6 million in cash to the holders of options, stock appreciation rights and restricted stock units of Pacific Continental Corporation. The stock consideration is subject to certain potential adjustments. Under the terms of the transaction, if closing price of Columbia shares is greater than or equal to $27.76 and less than or equal to $37.56, then exchange ratio will be 0.643, if closing price of Columbia shares greater than $37.56 and it outperforms Keefe, Bruyette & Woods Regional Banking Index by 15%, then the exchange ratio will be the quotient obtained by dividing $24.151 by closing price of Columbia shares else exchange ratio will be 0.634 and of closing price of Columbia shares less than $27.76 and it underperforms the Index by 15%, the exchange ratio will be quotient obtained by dividing $17.850 by closing price of Columbia shares, else exchange ratio will be 0.634. At closing, Pacific Continental shareholders will own approximately 20% stake and Columbia Banking System will own 80% stake of the combined company. Upon completion of the merger, the combined company will operate under the Columbia Bank name and brand. The transaction involves a termination fee of $18.75 million for superior offer and other customary events. One current community-based Board member from Pacific Continental Corporation will join Columbia Banking System's Board of Directors and pro forma Board will have 12 members. As of October 31, 2017, Columbia Banking System announced the appointment of Eric S. Forrest to its Board of Directors, effective upon the closing of Columbia’s pending acquisition of Pacific Continental Corporation. The transaction is contingent on shareholder approval of Columbia Banking and Pacific Continental, effectiveness of Form S-4 and receipt of necessary regulatory approvals, along with satisfaction of other customary closing conditions. The transaction was approved by the Board of Directors of Columbia Banking System and Pacific Continental Corporation. As of June 8, 2017, Pacific Continental Corporation's shareholder has approved the deal. The transaction was approved by Federal Deposit Insurance Corp on August 23, 2017. As October 6, 2017, Federal Reserve Board approved the transaction. As of October 10, 2017, all regulatory approvals have been obtained. The transaction is expected to close in mid-2017. As of October 10, 2017, transaction is expected to be completed on November 1, 2017. Transaction is expected to be immediately accretive to Columbia Banking System's earnings per share with 8% and 10% projected accretion in 2018 and 2019, respectively. Jeff Wishner, Ashwin Kakani and Jason Tran of Keefe, Bruyette, & Woods acted as financial advisors and Mark J. Menting , Patrick S. Brown, Aaron B. Werner, Brian R. Umanoff ,Heather L. Coleman , Joshua N. Lerner,Ronald E. Creamer Jr. and Dana E. Brodsky of Sullivan & Cromwell acted as legal advisors for Columbia Banking System. Rory A. McKinney and Nathan J. Ail of D.A. Davidson & Co. acted as financial advisor and Patricia F. Young of Pillsbury Winthrop Shaw Pittman acted as legal advisor for Pacific Continental Corporation. Pacific Continental agreed to pay Davidson a cash fee of $0.5 million concurrently with the rendering of its opinion. Pacific Continental will pay to Davidson at the time of closing of the mergers a contingent cash fee equal to 1% of the aggregate consideration less $0.25 million to credit half of the fairness opinion fee; however, the total fees payable to Davidson shall not cause Pacific Continental’s transaction expenses to exceed the limit as defined in the merger agreement. Pacific Continental has also agreed to reimburse Davidson for all reasonable out-of-pocket expenses, including fees of counsel, and to indemnify Davidson and certain related persons against specified liabilities, including liabilities under the federal securities laws, relating to or arising out of its engagement. Columbia agreed to pay Keefe, Bruyette, & Woods a cash fee of $2.75 million in the aggregate, $0.25 million of which became payable with the rendering of Keefe, Bruyette, & Woods’s opinion and the balance of which is contingent upon the closing of the mergers. Columbia also agreed to reimburse Keefe, Bruyette, & Woods for reasonable out-of-pocket expenses and disbursements incurred in connection with its engagement and to indemnify Keefe, Bruyette, & Woods against certain liabilities relating to or arising out of Keefe, Bruyette, & Woods’s engagement.