8-K
FS Bancorp, Inc. (FSBW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 5, 2022
FS BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Washington | 001-35589 | 45-4585178 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 6920 220th Street SW<br><br> <br>Mountlake Terrace,<br> Washington | 98043 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (425) 771-5299
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the<br> following provisions. |
|---|
| ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17<br><br> <br>CFR 240.14d-2(b)) |
| ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17<br><br> <br>CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $.01 per share | FSBW | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 8.01 Other Events
On November 5, 2022, 1st Security Bank of Washington (“1st Security Bank”), a wholly owned subsidiary of FS Bancorp, Inc. (the “Company”), entered into a definitive purchase and assumption agreement (the “Purchase Agreement”) to acquire Columbia State Bank branches in Lincoln, Malheur, Tillamook counties in Oregon and Klickitat county, Washington, with approximately $510 million in deposits and $76 million in associated loans, which are being divested by Columbia Banking System, Inc. (“Columbia”) in connection with its merger with Umpqua Holdings Corporation. The transaction, which is expected to be completed in the first quarter of 2023, is subject to regulatory approval and other customary closing conditions and adjustments.
On November 7, 2022, the Company issued a joint press release with Columbia announcing the signing of the Purchase Agreement. A copy of the press release and investor presentation/branch transaction are attached as Exhibits 99.1 and 99.2, respectively, to this Form 8-K and are incorporated herein by reference.
The information contained herein, including the attached investor presentation/branch transaction, are furnished pursuant to this Item 8.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 nor shall the information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as may be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated November 7, 2022 |
| 99.2 | Investor Presentation/Branch Transaction |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 7, 2022 | FS BANCORP, INC. |
|---|---|
| /s/ Matthew D. Mullet | |
| Matthew D. Mullet | |
| Chief Financial Officer |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
November 7, 2022
COLUMBIA BANKING SYSTEM ANNOUNCES AGREEMENT TO SELL
SEVEN WASHINGTON AND OREGON BRANCHES TO 1ST SECURITY
BANK
Branches are Being Divested to Satisfy U.S. Department of Justice (DOJ) Requirements for
Columbia’s Pending Merger with Umpqua
TACOMA, Wash., MOUNTLAKE TERRACE, Wash. ― November 7, 2022 ― Columbia Banking System, Inc. (NASDAQ: COLB), the parent company of Columbia Bank (“Columbia”), today announced that Columbia has entered into a purchase and assumption agreement to sell seven branches in Washington and Oregon to 1st Security Bank of Washington (“1st Security”), the wholly-owned subsidiary of FS Bancorp, Inc. (NASDAQ: FSBW).
Columbia and 1st Security will provide additional information to customers of the branches to be divested. The agreement includes approximately $510 million in deposits and approximately $76 million in loans as well as owned real estate and fixed assets associated with the branches. The branches are being divested to satisfy commitments to the U.S. Department of Justice (“DOJ”) in connection with Columbia Banking System’s pending merger with Umpqua Holdings Corporation (“Umpqua”). The sale is expected to be completed in the first quarter of 2023, subject to regulatory approvals and other closing conditions, including the consummation of Columbia Banking System’s merger with Umpqua. All employees will be retained by 1st Security and all branches will remain in operation after the sale.
“We are pleased to find a partner for these branches with a reputation for service and community support and will work to provide a seamless transition for our customers and employees,” said Columbia President and CEO Clint Stein. “This agreement satisfies a key DOJ requirement to proceed toward closing our transformational merger with Umpqua.”
Joe Adams, CEO of 1st Security commented, “We are excited about the proposed acquisition of these branches and the expansion of our franchise into the Oregon market. As experienced acquirors, we are committed to providing our new customers and employees with the best possible transition from Columbia and look forward to offering our personalized banking services to these communities for years to come.”
1st Security Bank will acquire the following branches:
| • | 506 Southwest Coast Highway, Newport, Oregon |
|---|---|
| • | 425 Northwest Hemlock, Waldport, Oregon |
| --- | --- |
| • | 98 South Oregon Street, Ontario, Oregon |
| --- | --- |
| • | 715 Laneda Avenue, Manzanita, Oregon |
| --- | --- |
| • | 1806 Third Street, Tillamook, Oregon |
| --- | --- |
| • | 202 West Main Street, Goldendale, Washington |
| --- | --- |
| • | 390 Northeast Tohomish Street, White Salmon, Washington |
| --- | --- |
About Columbia
Headquartered in Tacoma, Washington, Columbia Banking System, Inc. \(NASDAQ: COLB\) is the holding company of Columbia Bank, a Washington state-chartered full-service commercial bank with offices in Washington, Oregon, California, Idaho and
Utah. The bank has been named one of Puget Sound Business Journal's "Washington's Best Workplaces," more than 10 times. Columbia was named on the Forbes 2022 list of "America's Best Banks" marking 11 consecutive years on the publication's list of top financial institutions. More information
about Columbia can be found on its website at www.columbiabank.com.
About 1st Security
1st Security Bank of Washington, member FDIC and Equal Housing Lender, provides loan and deposit services to customers at its twenty-one branches, and mortgage services at each branch as well as lending offices in the greater Puget Sound area,
Vancouver, and the Tri-Cities. FS Bancorp, Inc., a Washington corporation, \(NASDAQ: FSBW\) is the holding company for the Bank. The bank was rated the number one Community bank nationally in Bank Director’s 2022 “Ranking Banking” study, as well as the
#1 Leadership Team of all banks studied nationally. 1st Security is the top bank in its category in the Puget Sound Business Journals “Washington’s Best Workplaces” from 2015-2022 and named one of American Banker’s "Best Banks to Work For" from
2017-2021. For more information visit 1st Security Bank’s website at www.fsbwa.com.
| Columbia Investor Contact:<br><br> Amy Betts<br><br> <br>abetts@columbiabank.com<br><br> <br>(253) 471-4065<br><br> <br><br><br> <br>Columbia Media Contact:<br><br> Financial Profiles, Inc.<br><br> Moira Conlon<br><br> mconlon@finprofiles.com <br><br> (310) 622-8220 | 1st Security Media Contacts:<br><br> Kelli Nielsen<br><br> EVP Retail Banking and Marketing<br><br> kelli.nielsen@fsbwa.com<br><br> <br>(425) 275-4347<br><br> <br>Donna Jacobson<br><br> VP Marketing Director<br><br> donna.jacobson@fsbwa.com<br><br> <br>(425) 697-8086<br><br> <br>1st Security Investor Contacts:<br><br> Matt Mullet<br><br> CFO, 1st Security Bank<br><br> <br>mattm@fsbwa.com<br><br> <br>(425) 697-8026<br><br> <br><br><br> <br>Joe Adams<br><br> CEO, 1st Security Bank<br><br> <br>joea@fsbwa.com<br><br> <br>(425) 697-8048 |
|---|
Note Regarding Forward Looking Statements
This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which can be identified by words such as "may," "expected," "anticipate", "continue," or other comparable words. In addition, all statements other than statements of historical facts that address activities that Columbia expects or anticipates will or may occur in the future are forward-looking statements. Readers are encouraged to read the Securities and Exchange Commission reports of Columbia Banking System, particularly its annual report on Form 10-K for the fiscal year ended December 31, 2021, for meaningful cautionary language discussing why actual results may vary materially from those anticipated by management.
Exhibit 99.2
