—PacWest to pay $8.00 per share for FCAL
common stock or approximately $231 million in aggregate to FCAL
stockholders —
— Acquisition of First California to add
nearly $2.0 billion in assets to PacWest —
— Two valuable franchises combine to
create the eighth largest publicly-owned bank headquartered in
California —
PacWest Bancorp (Nasdaq:PACW) and First California Financial Group,
Inc. (Nasdaq:FCAL) today announced the signing of a definitive
agreement and plan of merger whereby PacWest will acquire First
California for $8.00 per First California common share, or
approximately $231 million in aggregate consideration, payable in
PacWest common stock.
First California, headquartered in Westlake Village, California,
is the parent of First California Bank and had approximately $2.0
billion in assets and 15 branches across Los Angeles, Orange,
Riverside, San Bernardino, San Diego, San Luis Obispo and Ventura
Counties at September 30, 2012. In connection with the acquisition,
First California Bank will be merged into Pacific Western Bank, the
Los Angeles-based wholly-owned subsidiary of PacWest Bancorp.
Directors of PacWest and of First California unanimously
approved the transaction. Two independent directors from the board
of directors of First California will join PacWest's board of
directors upon completion of the acquisition.
The transaction, currently expected to close late in the first
quarter of 2013, is subject to customary conditions, including the
approval of bank regulatory authorities and the stockholders of
both companies. Stockholders of First California, including all
current directors and certain other stockholders, owning or
controlling approximately 22% in the aggregate of the currently
outstanding shares of First California, have agreed to vote in
favor of the transaction.
As of September 30, 2012, on a pro forma consolidated basis with
First California, PacWest would have had approximately $7.5 billion
in assets with 81 branches throughout California. The combined
institution would be the eighth largest publicly-owned bank
headquartered in California, and the 12th largest commercial bank
headquartered in California (out of more than 240 financial
institutions).
Pursuant to the terms of the definitive agreement, First
California shareholders will receive PacWest common stock for their
shares of First California common stock in a tax-free
transaction. First California in-the-money option holders will
receive cash, net of applicable taxes withheld, for the value of
their unexercised stock options.
The number of shares of PacWest common stock deliverable for
each share of First California common stock will be determined
based on an average price of PacWest common stock over a measuring
period prior to the receipt of regulatory approval, and will
fluctuate if such average price is between $20.00 and $27.00 and
will be fixed if such average price is below $20.00 or above
$27.00. Based on PacWest's closing stock price of $22.27 on
Monday, November 5, 2012, First California stockholders would have
received 0.3592 of a share of PacWest common stock for each share
of First California common stock, which would provide First
California stockholders with aggregate ownership, on a pro forma
basis, of approximately 22.4% of the common stock of the combined
company.
The holders of 100% of the outstanding shares of First
California Series A preferred stock have agreed to convert their
shares into common stock, per the terms of the series of preferred
stock, and have the resulting common stock exchanged in the
transaction. PacWest and First California expect to redeem
First California's outstanding Series C preferred stock for cash in
accordance with its terms immediately prior to the closing of the
transaction.
Matt Wagner, Chief Executive Officer of PacWest Bancorp and
Chairman and CEO of Pacific Western Bank, commented, "We are very
pleased to have reached this agreement with First
California. The merger of these two organizations will
create a valuable franchise for the stockholders of both companies,
and meaningfully enhance the presence of the combined organization
throughout California."
C. G. Kum, First California's President and Chief Executive
Officer, said, "First California is proud of what it has built
since its inception in 1979. As a result of this transaction,
two premier organizations will come together to create one of the
leading commercial banks headquartered in Los Angeles, with more
than $7.5 billion in assets. The combined bank will continue
to offer the same dedication and high quality service both
institutions are known for, while providing customers with an even
greater array of products and higher lending limits. We also
believe this transaction provides opportunity for future
shareholder value."
Keefe, Bruyette & Woods, Inc. acted as financial advisor to
First California in the transaction and delivered a fairness
opinion to the Board of Directors of First California. Skadden,
Arps, Slate, Meagher & Flom, LLP served as legal counsel to
First California. Castle Creek Financial acted as financial
advisor to PacWest, and Sandler O'Neill + Partners, L.P. delivered
a fairness opinion to the Board of PacWest. Wachtell, Lipton,
Rosen & Katz served as legal counsel to PacWest.
ABOUT PACWEST BANCORP
PacWest Bancorp ("PacWest") is a bank holding company with $5.5
billion in assets as of September 30, 2012, with one wholly-owned
banking subsidiary, Pacific Western Bank ("Pacific Western").
Through 66 full-service community banking branches, Pacific Western
provides commercial banking services, including real estate,
construction and commercial loans, to small and medium-sized
businesses. Pacific Western's branches are located throughout
California in Los Angeles, Orange, Riverside, San Bernardino, Santa
Barbara, San Diego, San Francisco, San Luis Obispo, San Mateo and
Ventura Counties. Through its subsidiaries, BFI Business
Finance and Celtic Capital Corporation, and its divisions, First
Community Financial and Pacific Western Equipment Finance, Pacific
Western also provides working capital financing and equipment
leasing to growing companies located throughout the United States,
with a focus on the Southwestern U.S., primarily in Arizona,
California, Utah and Texas. Additional information regarding
PacWest Bancorp is available on the Internet at
www.pacwestbancorp.com. Information regarding Pacific Western
Bank is also available on the Internet at
www.pacificwesternbank.com.
ABOUT FIRST CALIFORNIA FINANCIAL GROUP,
INC.
First California Financial Group, Inc. is the holding company of
First California Bank. Founded in 1979 and with nearly
$2 billion in assets, First California serves the comprehensive
financial needs of small- and middle-sized businesses and high net
worth individuals throughout Southern California. Led by
an experienced team of bankers, First California is committed to
providing the best client service available in its markets,
offering a full line of quality commercial banking products through
15 full-service branch offices in Los Angeles, Orange, Riverside,
San Bernardino, San Diego, San Luis Obispo and Ventura
counties. The holding company's website can be accessed
at www.fcalgroup.com. For additional information on First
California Bank's products and services, visit www.fcbank.com.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking information
about PacWest Bancorp, First California Financial Group, and the
combined company after the close of the transaction that is
intended to be covered by the safe harbor for "forward-looking
statements" provided by the Private Securities Litigation Reform
Act of 1995. All statements other than statements of historical
fact are forward-looking statements. Such statements involve
inherent risks and uncertainties, many of which are difficult to
predict and are generally beyond the control of PacWest, First
California and the combined company. Forward-looking
statements speak only as of the date they are made and we assume no
duty to update such statements. We caution readers that a
number of important factors could cause actual results to differ
materially from those expressed in, or implied or projected by,
such forward-looking statements. Risks and uncertainties for each
institution and the combined institution include, but are not
limited to: lower than expected revenues; credit quality
deterioration or a reduction in real estate values could cause an
increase in the allowance for credit losses and a reduction in net
earnings; increased competitive pressure among depository
institutions; the ability to complete the proposed acquisition,
including obtaining regulatory approvals and approval by the
stockholders of PacWest and First California, or any future
acquisition, successfully integrate such acquired entities, or
achieve expected beneficial synergies and/or operating
efficiencies, in each case within expected time-frames or at all;
regulatory approvals may not be received on expected timeframes or
at all; settlements with the FDIC related to loss-sharing
arrangements; the possibility that personnel changes will not
proceed as planned; the cost of additional capital is more than
expected; a change in the interest rate environment reduces net
interest margins; asset/liability re-pricing risks and liquidity
risks; pending legal matters may take longer or cost more to
resolve or may be resolved adversely; general economic conditions,
either nationally or in the market areas in which the entities
operate or anticipate doing business, are less favorable than
expected; and environmental conditions, including natural
disasters, may disrupt business, impede operations, or negatively
impact the values of collateral securing loans.
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION
AND WHERE TO FIND IT
Investors and security holders are urged to carefully review and
consider each of PacWest Bancorp's and First California Financial
Group's public filings with the SEC, including but not limited to
their Annual Reports on Form 10-K, their proxy statements, and
their Quarterly Reports on Form 10-Q. The documents filed by
PacWest with the SEC may be obtained free of charge at PacWest's
website at www.pacwestbancorp.com or at the SEC's website at
www.sec.gov. These documents may also be obtained free of charge
from PacWest by requesting them in writing to PacWest Bancorp, c/o
Pacific Western Bank, 275 North Brea Boulevard, Brea, CA 92821;
Attention: Investor Relations, or by telephone at (714)
671-6800.
The documents filed by First California with the SEC may be
obtained free of charge at First California's website at
www.fcalgroup.com or at the SEC's website at www.sec.gov. These
documents may also be obtained free of charge from First California
by requesting them in writing to First California Financial Group
Inc., 3027 Townsgate Road, Suite 300, Westlake Village, California
91361, Attention: Investor Relations, or by telephone at Phone:
(805) 322-9655.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. PacWest Bancorp and First California intend
to file a registration statement including a joint proxy
statement/prospectus and other documents regarding the proposed
acquisition with the SEC. Before making any voting or
investment decision, investors and security holders of either First
California or PacWest Bancorp are urged to carefully read the
entire registration statement and joint proxy statement/prospectus,
when they become available, as well as any amendments or
supplements to these documents, because they will contain important
information about the proposed acquisition. A definitive joint
proxy statement/prospectus will be sent to the stockholders of each
institution seeking any required stockholder approvals. Investors
and security holders will be able to obtain the registration
statement and the joint proxy statement/prospectus free of charge
from PacWest or First California by writing to the addresses
provided for each company set forth in the paragraphs above.
PacWest, its directors, executive officers and certain other
persons may be soliciting proxies from PacWest Bancorp stockholders
in favor of the approval of the acquisition. Information about
the directors and executive officers of PacWest and their ownership
of PacWest common stock is set forth in the proxy statement for
PacWest's 2012 annual meeting of stockholders, as previously filed
with the SEC. Stockholders may obtain additional information
regarding the interests of such participants by reading the
registration statement and the joint proxy statement/prospectus
when they become available.
First California, its directors, executive officers and certain
other persons may be soliciting proxies from First California
Financial Group stockholders in favor of the approval of the
acquisition. Information about the directors and executive
officers of First California and their ownership of First
California common stock is set forth in the proxy statement for
First California's 2012 annual meeting of stockholders, as
previously filed with the SEC. Stockholders may obtain
additional information regarding the interests of such participants
by reading the registration statement and the joint proxy
statement/prospectus when they become available.
Contacts: PacWest Bancorp
10250 Constellation Blvd., Suite 1640
Los Angeles, CA 90067
Contacts:
Matthew P. Wagner
Chief Executive Officer
(310) 728-1020
Victor R. Santoro
Executive Vice President and CFO
(310) 728-1021
First California Financial Group, Inc.
3027 Townsgate Road, Suite 300
Westlake Village, CA 91361
Contacts:
C. G. Kum
President and Chief Executive Officer
(805) 322-9308
Romolo C. Santarosa
Sr. Executive Vice President and COO/CFO
(805) 322-9333
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