The Barack Ferrazzano Compensation & Employment Group advised Olympia, Washington based Heritage Financial Corporation ("Heritage") (NASDAQ: HFWA), the holding company for Heritage Bank, in executive compensation and benefits matters in the signing of a definitive agreement to acquire Puget Sound Bancorp, Inc. ("Puget Sound") (OTCQB: PUGB), the holding company for Puget Sound Bank.

The acquisition of Puget Sound, with its branch location in downtown Bellevue, Washington, adds to Heritage's significant momentum in the Seattle-Bellevue marketplace, and will create an enhanced combined business banking platform in the thriving Seattle-Bellevue economy. With a transaction value of approximately $126.1 million, the deal will give Puget Sound shareholders 1.320 shares of Heritage common stock for each share of Puget Sound common stock, subject to potential adjustment. The merger, subject to customary closing conditions, regulatory approvals and approval by Puget Sound shareholders, is expected to close in the first quarter of 2018.

On a combined basis, Heritage will have total assets of approximately $4.6 billion.

Barack Ferrazzano's executive compensation and benefits legal team was led by Donald Norman, along with K.C. Klagos.

Heritage Financial Corporation

Heritage Financial Corporation is a bank holding company based in Olympia, Washington. Heritage Bank, Heritage Financial Corporation's sole wholly-owned bank subsidiary, has a branching network of 59 banking offices in Washington and Oregon. Heritage Bank does business under the Central Valley Bank name in the Yakima and Kittitas counties of Washington and under the Whidbey Island Bank name on Whidbey Island. More information about Heritage Financial Corporation can be found on its website at www.hf-wa.com and more information about Heritage Bank can be found on its website at www.heritagebanknw.com.

Compensation & Employment Group

Barack Ferrazzano's Compensation & Employment Group advises clients in every aspect of executive compensation, employee benefits, and employment and labor matters, all within the complex statutory and regulatory framework in which these plans and arrangements exist. We seek to find the most cost- and time-efficient solutions for our clients business needs, whether in plan design, implementation and administration, or dispute resolution.

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