- Current report filing (8-K)
27 August 2009 - 12:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported):
August 25, 2009
PACWEST BANCORP
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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0-2610
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87-0227400
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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401
West A Street
San Diego, California, 92101
(Address
of Principal Executive Offices)(Zip Code)
(619)
233-5588
(Registrants Telephone Number, including Area
Code)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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 CFR 240.13e-4(c))
ITEM 1.01. ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
On August 25, 2009, PacWest Bancorp (the Company)
entered into a letter agreement with Rodman & Renshaw, LLC (the Placement
Agent), pursuant to which the Placement Agent has agreed to act as exclusive
placement agent on a reasonable best efforts basis in connection with the sale
of 2,723,314 shares of the Companys common stock together with warrants,
exercisable within six months of the closing date, to purchase up to an
aggregate of 1,361,657 shares of common stock (Series A Warrants) and
warrants, exercisable within 12 months of the closing date, to purchase up to
an aggregate of 1,361,657 shares of common stock (Series B Warrants) in
a registered direct public offering. The
Company has agreed to pay the Placement Agent an aggregate fee equal to 3% of
the gross proceeds from the sale of the shares of common stock and related
warrants in this offering, plus 3% of the aggregate gross procees the Company
receives, if any, from the exercise of the warrants (or, in the case of shares
and warrants to investors identified by the Company, 1%). The Company has also agreed to reimburse the Placement
Agent for all reasonable travel and other out-of-pocket expenses incurred in
connection with the offering, including the fees and expenses of its counsel,
not to exceed the lesser of 0.5% of the gross proceeds raised by the Company and
$35,000.
Also on August 25, 2009, the Company and certain
institutional investors entered into a securities purchase agreement, pursuant
to which the Company agreed to sell to such investors an aggregate of 2,723,314
shares of its common stock together with Series A and Series B
Warrants to purchase a total of 2,723,314 shares of its common stock for gross
proceeds of approximately $50 million.
The purchase price for each share of common stock and the related Series A
and Series B Warrants was $18.36 (the Per-Share Offering Price). Each warrant has an exercise price of $20.20
per share (110% of the Per-Share Offering Price), subject to anti-dilution
provisions that require adjustment to reflect stock dividends and splits,
pro-rata distributions, cash dividends and certain fundamental transactions. The closing of the offering is expected to
take place no later than August 28, 2009, subject to the satisfaction of
customary closing conditions.
The common stock, warrants to purchase common stock
and shares of common stock issuable upon exercise of the warrants will be
issued pursuant to a prospectus supplement filed with the Securities and
Exchange Commission (the SEC), in connection with a takedown from the Companys
shelf registration statement on Form S-3 (File No. 333-159999), which
was declared effective by the SEC on June 30, 2009. A copy of the opinion of Jared M. Wolff,
General Counsel to the Company, relating to the legality of the issuance and sale
of the common stock, warrants and shares of common stock issuable upon exercise
of the warrants in the offering is attached as Exhibit 5.1 hereto.
A copy of the letter agreement, form of securities
purchase agreement and form of warrant, are attached hereto as Exhibits 10.1,
10.2 and 4.1, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the letter
agreement, securities purchase agreement and the warrants are subject to, and
qualified in their entirety by, such documents.
On August 25, 2009, the Company issued a press release announcing
the offering. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
2
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d)
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Exhibits
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4.1
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Form of
Warrant.
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5.1
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Opinion
of Jared M. Wolff.
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10.1
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Letter
Agreement, dated August 25, 2009, by and between PacWest Bancorp and
Rodman & Renshaw, LLC.
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10.2
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Form of
Securities Purchase Agreement.
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23.1
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Consent
of Jared M. Wolff (included in Exhibit 5.1).
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99.1
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Press
release dated August 25, 2009.
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3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company 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:
August 26, 2009
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By:
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/s/
Jared M. Wolff
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Jared
M. Wolff
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Executive
Vice President and
General
Counsel
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4
EXHIBIT INDEX
Exhibit No.
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Description
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4.1
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Form of
Warrant.
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5.1
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Opinion
of Jared M. Wolff.
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10.1
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Letter
Agreement, dated August 25, 2009, by and between PacWest Bancorp and
Rodman & Renshaw, LLC.
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10.2
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Form of
Securities Purchase Agreement.
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23.1
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Consent
of Jared M. Wolff (included in Exhibit 5.1).
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99.1
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Press
release dated August 25, 2009.
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5
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