- Current report filing (8-K)
26 August 2010 - 11:13PM
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 20, 2010
Date
of Report (Date of Earliest Event Reported)
PACWEST
BANCORP
(Exact
Name of Registrant as Specified in 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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(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 (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 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL
DEFINITIVE AGREEMENT
Effective August 20, 2010, Pacific Western Bank
(the Bank), a wholly owned subsidiary of PacWest Bancorp, assumed all
deposits and acquired certain assets and liabilities (the Acquisition) of Los
Padres Bank, FSB, a federally chartered savings bank headquartered in Solvang,
California (Los Padres Bank), from the Federal Deposit Insurance Corporation
(the FDIC), as receiver for Los Padres Bank, pursuant to the terms of a
purchase and assumption agreement entered into by the Bank and the FDIC on August 20,
2010 (the Agreement). On August 23, 2010, the Bank opened as Pacific
Western Bank branches 14 former Los Padres Bank branches, including 11
California branches - three in Ventura County, five in Santa Barbara County and
four in San Luis Obispo County - and three Arizona branches in Maricopa County.
Under the terms of the Agreement, the Bank acquired
certain assets of Los Padres Bank, including all loans, and assumed
substantially all of its liabilities, including all deposits. Based upon a
preliminary closing with the FDIC as of August 20, 2010, the Bank (a) acquired
$551.4 million in loans, $48.3 million in other real estate owned, $33.2
million in U.S. Government and agency securities, $10.6 million in Federal Home
Loan Bank stock and $35.3 million in cash and other assets, and (b) assumed
$751.4 million in deposits, $70.0 million in Federal Home Loan Bank advances
and $1.5 million in other liabilities. All of these amounts are at Affinity
Banks book value and do not reflect fair value. In connection with the
Acquisition, the FDIC made a cash payment to the Bank of approximately $144
million. The foregoing estimates are subject to adjustment based upon final
settlement with the FDIC. The terms of the Agreement provide for the FDIC to
indemnify the Bank against claims with respect to liabilities of Los Padres
Bank not assumed by the Bank and certain other types of claims listed in the
Agreement.
Other than a deposit premium of approximately $3
million, the Bank paid no cash or other consideration to acquire Affinity Bank.
As part of the Acquisition, the Bank and the FDIC entered into a loss-sharing agreement
covering future losses incurred on loans and foreclosed loan collateral
(covered assets). Pursuant to the terms of the loss sharing agreement, the
FDIC is obligated to reimburse the Bank for 80% of losses with respect to
covered assets. The Bank will reimburse the FDIC for 80% of recoveries with
respect to losses for which the FDIC paid the Bank 80% reimbursement under the
loss sharing agreement.
The foregoing summary of the Agreement is not complete
and is qualified in its entirety by reference to the full text of the Agreement
and certain exhibits attached thereto, a copy of which is attached hereto as Exhibit 2.1
to this Current Report and incorporated by reference herein.
ITEM 2.01. COMPLETION OF ACQUISITION
OR DISPOSITION OF ASSETS
The information set forth under Item 1.01 Entry into
a Material Definitive Agreement is incorporated by reference into this Item
2.01.
2
ITEM 7.01. REGULATION FD DISCLOSURE
On August 20, 2010, PacWest Bancorp issued a
press release announcing the Acquisition. On August 23, 2010, PacWest
issued a further press release announcing that it had opened the former Los
Padres Bank branches as Pacific Western Bank branches and providing additional
information regarding the Acquisition. Copies of the press releases have been
attached as Exhibits 99.1 and 99.2, respectively, to this Current Report and
are incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND
EXHIBITS
(a)
Financial Statements of Business Acquired
To the extent that financial statements are required
by this Item, such financial statements will be filed in an amendment to this
Current Report no later than November 5, 2010.
(b)
Pro Forma Financial Information
To the extent that pro forma financial information is
required by this Item, such information will be filed in an amendment to this
Current Report no later than November 5, 2010.
(d)
Exhibits
2.1
Purchase
and Assumption Agreement Whole Bank All Deposits, among the Federal Deposit
Insurance Corporation, receiver of Los Padres Bank, Solvang, California, the
Federal Deposit Insurance Corporation and Pacific Western Bank, dated as of August 20,
2010.
99.1
Press
Release dated August 20, 2010.
99.2
Press
Release dated August 23, 2010.
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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, 2010
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By:
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/s/ Victor R. Santoro
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Victor R. Santoro
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Executive Vice President and
Chief Financial Officer
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4
EXHIBIT INDEX
Exhibit No.
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Description
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2.1
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Purchase and Assumption Agreement Whole Bank All
Deposits, among the Federal Deposit Insurance Corporation, receiver of Los
Padres Bank, Solvang, California, the Federal Deposit Insurance Corporation
and Pacific Western Bank, dated as of August 20, 2010.
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99.1
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Press Release dated August 20, 2010.
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99.2
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Press Release dated August 23, 2010.
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