Umpqua Holdings (UMPQ) in Portland, Ore., and Sterling Financial (STSA) in Spokane, Wash., have set a $75 million penalty for terminating their planned merger.

Either bank would have to pay the fee if it called off the planned $2 billion merger, according to a summary of merger terms filed with the Securities and Exchange Commission. The proposed merger between the Umpqua and based Sterling would create a Pacific Northwest regional lender with $22 billion in assets.

Sterling's private-equity backers have agreed to back the proposed deal, the filing says. Funds controlled Warburg Pincus and Thomas H. Lee Partners, which collectively hold 42% of the voting shares of Sterling stock, have agreed to vote in favor of deal and not to solicit competing bids. Each firm will have the right to appoint one member to Umpqua's board after the merger, as long as their ownership stake remains 4.9% or greater.

Umpqua and Sterling expect to complete the transaction in the first half of next year.

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