Columbia Banking System, Inc. · NASDAQ:COLB
Columbia Banking System — Merger or Acquisition (April 2025)
23 slides from Columbia Banking System's merger presentation, Apr 23, 2025
Slide 1: Strategic Acquisition of Pacific Premier Bancorp, Inc.
Exhibit 99.2 Columbia Banking System’s Strategic Acquisition of Pacific Premier Bancorp, Inc. Expanding the Premier Business Bank in the West April 23, 2025
Slide 2: Disclaimers
Disclaimers FORWARD-LOOKING STATEMENTS This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed business combination transaction between Columbia Banking System
Slide 3: Disclaimers (Continued)
Disclaimers (Continued) IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the proposed Transaction, Columbia will file with the SEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement of Columbia and Pacific Premier and a Prospectus of Columbia, as w
Slide 4: Expanding the Premier Business Bank in the West
Expanding the Premier Business Bank in the West Increased Scale: Pro Forma Snapshot Scale in Southern California and Increased Presence in the Northwest $70B $51B $57B Assets Loans Deposits Seattle Strong Financials: Top-Tier Profitability and Fortress Balance Sheet ~14% 3 Years 2026E EPS Accretion
Slide 5: Transaction Highlights
Transaction Highlights Strategically ▪ Accelerates Columbia’s Southern California expansion Lower-Risk ▪ Predominantly a market expansion with limited disruption Compelling strategy by ~10 years Merger to depositors, borrowers and relationship managers ▪ Pacific Premier has pristine credit (15bps NP
Slide 6: Overview of Pacific Premier
Overview of Pacific Premier Company Overview ● Pacific Premier Bancorp, Inc. (NASDAQ: PPBI) ● Founded in 1983 ● Headquarters: Irvine, CA $18.1B $12.0B $14.7B ● 58 full-service branches in major metro areas of the Western U.S. Total Assets Loans HFI Total Deposits Overview of National Business Lines
Slide 7: Transaction Summary
Transaction Summary ▪ 100% common stock; no capital raise required to support the transaction Structure & ▪ Fixed exchange ratio: Pacific Premier shareholders will receive 0.9150 Columbia shares for each Pacific Premier share Consideration ▪ Pro forma ownership: 70% Columbia / 30% Pacific Premier ▪
Slide 8: Accelerates Market Share Expansion in Southern California by a Decade or More
Accelerates Market Share Expansion in Southern California by a Decade or More Top 10 Market Share in Southern California¹ Superior Market Demographics Median Household Income ($) Deposits % of Rank Company ($M) Franchise 1 JPMorgan Chase & Co. 180,813 7.5 4.4 2 Bank of America Corp. 145,994 7.6 0.1
Slide 9: Increases Density Throughout Our Footprint
Increases Density Throughout Our Footprint Improves Competitive Position in California Enhances Density in the Northwest Accelerates Growth in Expansion Markets Columbia (60) Pacific Premier (44) Columbia (229) Pacific Premier (10) Columbia (7) Pacific Premier (4) WY WA NV NV MT UT UT CO CA CA AZ OR
Slide 10: Complementary Commercial Lending Franchise Adding New Capabilities
Complementary Commercial Lending Franchise Adding New Capabilities Unique Pacific Premier Capabilities Middle Market Banking HOA Banking ✓✓✓ ▪ Relationships in 38 states Small Business Banking ✓✓✓ ▪ Over 39k accounts across more than 17k HOAs Healthcare Banking ✓✓✓ ▪ Provides $2.6 billion of deposit
Slide 11: Combination of Two High-Quality Franchises Allows for Continued Outperformance Versus Peers
Combination of Two High-Quality Franchises Allows for Continued Outperformance Versus Peers Cost of Total Deposits (%) Net Charge-Offs / Avg. Loans (%) Legacy Columbia Legacy Columbia Columbia Pacific Premier All U.S. Banks Columbia Pacific Premier All U.S. Banks (Pre-UMPQ)¹ (Pre-UMPQ)¹ 4 1 2 3 4 1
Slide 12: Seasoned Acquirors with Significant, Successful Acquisition and Integration Experience
Seasoned Acquirors with Significant, Successful Acquisition and Integration Experience Acquired Institution Completion Date Total Assets ($M) Acquired Institution Completion Date Total Assets ($M) 2/28/2023 $31,848.6 5/31/2020 $8,383.2 Umpqua Holdings Corporation Opus Bank 10/1/2021 1,917.2 7/1/2018
Slide 13: A Shared Commitment to Impact: Supporting Our Communities and Employees
A Shared Commitment to Impact: Supporting Our Communities and Employees Key Impact Areas CRA Rating: Satisfactory CRA Rating: Outstanding ▪ Support local charities through Columbia’s ha itable oundation ▪ Community philanthropy efforts & associate volunteering >1,900 42,000+ >2,100 $11.2M+ ▪ Respons
Slide 14: Illustrative Valuation Upside
Illustrative Valuation Upside Cost Savings and Expected Multiple Expansion ($M) $0.9B in NPV¹ created by the merger will be shared by Columbia and Pacific Premier Shareholders Value of cost synergies represent a 14% increase over the combined valuations of Columbia and Pacific Premier Columbia a i i
Slide 15: Implied Valuation vs. West Coast Banks
Implied Valuation vs. West Coast Banks¹: 2026E ROATCE vs. Price / Tangible Book Value Illustrative Combined Company 2 R = 47% 2026E ROATCE: 19.5% Implied Price / TBV: 1.71x TCE at Close: $5,278M Implied Equity Value: $9,027M Implied Share Price: $30.24 Transaction improves Implied Upside to COLB Sto
Slide 16: Award Winning Corporate Cultures
Award Winning Corporate Cultures 16
Slide 17: Appendix
Appendix
Slide 18: Key Pro Forma Financial Assumptions
Key Pro Forma Financial Assumptions Standalone Earnings▪ Consensus earnings estimates for Columbia and Pacific Premier Synergies▪ Estimated $127 million of full run-rate cost savings, or 30% of Pacific Premier’s noninterest expense ▪ Cost savings realization expected to be 75% in 2026 and 100% there
Slide 19: Pro Forma Adjustments Summary
Pro Forma Adjustments Summary Tangible Book Value per Share Reconciliation Goodwill Reconciliation Dollar values in millions, except per share amounts Dollar values in millions, except per share amounts Deal Value $2,033 Columbia TBV per Share at Closing $19.14 Pacific Premier Common Equity at Closi
Slide 20: Pro Forma Adjustments Summary (Continued)
Pro Forma Adjustments Summary (Continued) 2026E Earnings per Share Reconciliation 2027E Earnings per Share Reconciliation Dollar values in millions, except per share amounts Dollar values in millions, except per share amounts 2026E Earnings per Share Reconciliation 2027E Earnings per Share Reconcili
Slide 21: Diversified Pro Forma Loan Portfolio
Diversified Pro Forma Loan Portfolio 1Q 2025 Loan Portfolio Composition Combined¹ C&I 22% C&I 13% C&I 20% OO CRE 15% OO CRE 14% OO CRE 16% Non-OO CRE 17% Non-OO CRE 16% Non-OO CRE 18% Multifamily 22% $37.6B $12.0B $49.7B Multifamily 16% Multifamily 44% Retail² 17% Total Total Total Retail² 22% Retai
Slide 22: Combined Deposit Base Demonstrates Shared Approach to Relationship Banking
Combined Deposit Base Demonstrates Shared Approach to Relationship Banking 1Q 2025 Deposit Portfolio Composition Combined¹ Non-IB Non-IB Non-IB 32% 33% 32% Demand Demand Demand IB Demand 20% IB Demand 19% IB Demand 20% Savings Savings Savings $42.2B $14.7B $56.9B 34% 34% 34% & MMDA & MMDA & MMDA Tot
Slide 23: Comprehensive Due Diligence Review Executed by Seasoned M&A Teams
Comprehensive Due Diligence Review Executed by Seasoned M&A Teams Due Diligence Focal Areas Columbia Banking System Diligence Summary¹ ~1,200 ~$8B 60%+ 60%+ Due Diligence ▪ Commercial Banking By the Numbers Individual Balance of loan CRE loan Total loan loans reviewed portfolio reviewed portfolio re
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