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HERITAGE FINANCIAL CORP /WA/ FILES (8-K/A) Disclosing Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

July 17, 2014

Item 2.01. Completion of Acquisition or Disposition of Assets On May 6, 2014, Heritage Financial Corporation ("Heritage") filed a Current Report on Form 8-K (the "Original Report") reporting the completion of its strategic merger effective May 1, 2014 with Washington Banking Company ("Washington Banking") and its wholly owned subsidiary, Whidbey Island Bank located in Oak Harbor, Washington. Pursuant to an Agreement and Plan of Merger, dated as of October 23, 2013, Washington Banking merged with and into Heritage (the "Merger"). Immediately following the Merger, Whidbey Island Bank, merged with and into Heritage's wholly owned subsidiary bank, Heritage Bank ("Heritage Bank"). In the Original Report, Heritage indicated that it would amend the Form 8-K at a later date to include the financial information required by Item 9.01 This Current Report on Form 8-K/A amends the Original Report to provide the historical financial statements of Washington Banking described in Item 9.01(a) below and the unaudited pro forma financial information described in Item 9.01(b) below.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired. To the extent required by this Item 9.01(a), the Audited Consolidated Financial Statements of Washington Banking as of December 31, 2013 and December 31, 2012 and for the years ended December 31, 2013, December 31, 2012 and December 31, 2011, the Report of Independent Registered Public Accounting Firm thereon, as well as the accompanying Notes thereto, included in Item 8 of Part II of Washington Banking's Annual Report on Form 10-K (the "Washington Banking Annual Report") and in Item 15. "Exhibits, Financial Statement Schedules," of Part IV of the Washington Banking Annual Report, as filed with the Securities and Exchange Commission on March 14, 2014, are incorporated by reference herein.

(b) Pro Forma Financial Information. The unaudited pro forma condensed combined consolidated financial information required by Item 9.01(b) of Form 8-K of Heritage and Washington Banking, for the year ended December 31, 2013, reflecting the Merger is included as Exhibit 99.2 to this amended Current Report on Form 8-K/A and incorporated herein by reference. (d) Exhibits Exhibit 23.1 Consent of Independent Certified Public Accountant. Audited financial statements of Washington Banking Company and Subsidiaries for the fiscal years ended December 31, 2013, 2012 Exhibit 99.1 and 2011. Unaudited pro forma combined condensed consolidated financial statements of Heritage and Washington Banking for the year ended Exhibit 99.2 December 31, 2013. 2


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Source: Edgar Glimpses

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