Pacwest Bancorp - Current report filing (8-K)
04 September 2008 - 11:26PM
Edgar (US Regulatory)
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
August 29, 2008
Date of Report (Date of earliest event reported)
PACWEST BANCORP
(Exact name of registrant as specified in its charter)
Delaware
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00-30747
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33-0885320
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(State or Other
Jurisdiction of
Incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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401 West A Street
San Diego, California 92101
(Address of principal executive offices and zip code)
(619) 233-5588
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K is
intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (
see
General
Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CRF 240.13e-4(c))
Item 1.01
Entry into a Material Definitive Agreement.
On August 29,
2008, PacWest Bancorp (the Company) and CapGen Capital Group II LP (CapGen),
an investment vehicle advised by CapGen Capital Advisers LLC, entered into a
Stock Purchase Agreement (the Purchase Agreement), pursuant to which, among
other things, CapGen will purchase from the Company in a private placement 3,846,153
newly issued shares of Company common stock, par value $0.01 per share (the Shares),
at a price of $26.00 per share for an aggregate purchase price equal to approximately
$100 million. Upon consummation of the investment,
CapGen will own approximately 12% of the Companys common stock on a
fully-diluted pro forma basis as of June 30, 2008. A copy of the Purchase Agreement is filed
with this report as Exhibit 10.1 and is incorporated by reference
herein. A copy of the press release
announcing the execution of the Purchase Agreement is also attached to this
report as Exhibit 99.2.
In connection with
the investment, CapGen will seek to register as a bank holding company. The Company has agreed that, upon closing of
the transaction, it will appoint one representative of CapGen to the Companys board
of directors. Additionally, the Company
has agreed to file a shelf registration statement following closing with
respect to any future resales by CapGen of the shares being purchased from the
Company. Subject to certain exceptions, CapGen
will have pre-emptive rights with respect to future offerings by the Company of
its common stock or securities convertible into common stock to allow CapGen to
maintain its percentage ownership in the Company.
The transaction is
subject to customary conditions, including, among other things, approval of applicable
regulatory authorities. The transaction
is not subject to stockholder approval.
The foregoing
description of the transaction and the Purchase Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Purchase Agreement filed as Exhibit 10.1 hereto.
Item 3.02
Unregistered Sales of Equity Securities
Reference is made to the description in Item 1.01 above which is
incorporated herein by reference. The
Shares are being offered and sold in an offering exempt from the Securities Act
registration requirement under Section 4(2) of the Securities Act of 1933.
Item 8.01
Other Events
On August 29, 2008,
PacWest Bancorp and U.S. Bank, N.A. entered into Amendment No. 5 to the
Amended and Restated Revolving Credit Agreement between First Community Bancorp
and U.S. Bank, N.A., dated as of August 3, 2006 (the Credit Agreement).
The Credit Agreement was amended to (i) extend the maturity date of the
Credit Agreement to August 28, 2009, (ii) change the primary rate
index under the Credit Agreement to LIBOR, and (iii) clarify certain
covenant requirements. The foregoing
description of the amendment is qualified in its entirety by reference to the
complete amendment, which is attached as Exhibit 99.1 of this Form 8-K. PacWest has no balance outstanding under the
Credit Agreement as of the date hereof.
2
Item 9.01
Financial Statements and Exhibits
(d) Exhibits.
Exhibit No.
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Description
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10.1
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Stock Purchase
Agreement by and between PacWest Bancorp and CapGen Capital Group II LP,
dated as of August 29, 2008.
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99.1
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Amendment
No. 5, dated August 29, 2008, to Amended and Restated Revolving
Credit Agreement between PacWest Bancorp and U.S.Bank, N.A, dated as of
August 3, 2006.
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99.2
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Press release
dated September 2, 2008.
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3
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.
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PACWEST
BANCORP
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Date: September 4, 2008
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By
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: /s/ Jared M.
Wolff
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Name: Jared M. Wolff
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Title:
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Executive Vice
President, General
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Counsel and
Secretary
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