PACW PacWest Bancorp

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

Date of Report (Date of earliest event reported): October 6, 2015

PACWEST BANCORP

(Exact name of registrant as specified in its charter)

10250 Constellation Blvd., Suite 1640
Los Angeles, CA 90067

(Address of principal executive offices)

Registrant’s telephone number, including area code:   (310) 286-1144

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))

Introductory Note

On October 6, 2015, pursuant to the Agreement and Plan of Merger, dated as of March 1, 2015 (the “Merger Agreement”), between PacWest Bancorp, a Delaware corporation (the “Company”), and Square 1 Financial, Inc., a Delaware corporation (“Square 1”), Square 1 merged with and into the Company with the Company continuing as the surviving corporation (the “Merger”). Following the Merger, Square 1 Bank, a wholly-owned bank subsidiary of Square 1, merged with and into Pacific Western Bank, a wholly-owned bank subsidiary of the Company, with Pacific Western Bank continuing as the surviving bank.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 7, 2015, pursuant to the terms of the Merger Agreement, the board of directors of the Company (the “Board”) increased its size by one to fourteen and filled the new vacancy by appointing Paul Burke, a director of Square 1 (who was designated by Square 1), to serve on the Board until such time as his successor is duly elected and qualified or until his earlier resignation or removal.  Mr. Burke will be appointed to committees of the Board at a later date.

Compensatory arrangements for Mr. Burke will be consistent with the Company’s previously disclosed standard arrangements for non-employee directors.  Such arrangements are described in the Company’s proxy statement for its 2015 annual meeting filed on April 1, 2015, which descriptions are incorporated herein by reference.

Item 8.01.  Other Events.

The disclosure contained in the Introductory Note above is incorporated herein by reference.

Pursuant to the terms and conditions set forth in the Merger Agreement, each outstanding share of Square 1 common stock, par value $0.01 per share (“Square 1 Common Stock”) (other than shares held by the Company or any direct or indirect wholly owned subsidiary of the Company or by Square 1 or any direct or indirect wholly owned subsidiary of Square 1, other than those held in a fiduciary capacity or as a result of debts previously contracted, which shares were cancelled and retired), was converted into the right to receive 0.5997 of a share of Company common stock, par value $0.01 per share (“Company Common Stock”).  For each fractional share that would have otherwise been issued, the Company will pay cash in an amount equal to such fraction multiplied by $42.7827 (the “Average Closing Price”), which was the average closing price of Company Common Stock as quoted on NASDAQ over the 15 consecutive trading days ended on September 17, 2015.

As a result of the Merger, the Company will deliver approximately 18.1 million shares of Company Common Stock to the former holders of Square 1 Common Stock.  Former holders of Square 1 Common Stock as a group have the right to receive shares of Company Common Stock in the Merger constituting approximately 15% of the outstanding shares of Company Common Stock immediately after the Merger. As a result, holders of Company Common Stock immediately prior to the Merger, as a group, own approximately 85% of the outstanding shares of the Company Common Stock immediately after the Merger.

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In addition, each outstanding option to acquire shares of Square 1 Common Stock, whether vested or unvested, and each outstanding restricted stock unit were cancelled and settled in cash based upon the per share merger consideration as described in the Merger Agreement.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 5, 2015, which is incorporated herein by reference.

On October 7, 2015, the Company issued a press release announcing the completion of the Merger.  A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01.  Exhibits.

(d)                                 Exhibits

See Exhibit Index.

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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.

Date:  October 7, 2015

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EXHIBIT INDEX

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Exhibit 99.1

PRESS RELEASE

PacWest Bancorp

(NASDAQ:  PACW)

PACWEST BANCORP ANNOUNCES THE COMPLETION OF ITS MERGER
WITH SQUARE 1 FINANCIAL, INC.

— Combined entity has over $21 billion in assets —

— Square 1 Bank will operate as a new division of Pacific Western Bank —

Los Angeles, California — PacWest Bancorp (NASDAQ: PACW) (“PacWest”) today announced the completion of its merger with Square 1 Financial, Inc. (NASDAQ: SQBK) (“Square 1”), effective on October 6, 2015. In conjunction with this merger, Square 1 Bank, a wholly-owned subsidiary of Square 1, is being merged with and into PacWest’s banking subsidiary, Pacific Western Bank (the “Bank Merger”).

Matt Wagner, CEO of PacWest and Pacific Western Bank, stated, “We believe the Square 1 Merger creates a stronger bank with a substantially improved core deposit base with excellent future growth prospects and better positioning for rising interest rates. Square 1’s expertise in the venture capital banking space, especially with technology and life sciences companies and their investors, is a complementary fit with our existing national lending platform.”

Upon completion of the Bank Merger, Square 1 Bank will operate as a division of Pacific Western Bank.  The Square 1 Bank Division will continue its nationwide focus on venture-backed companies and venture capital firms, and will continue to offer a full spectrum of deposit, treasury management, and lending products.  Pacific Western Bank, with a network of 80 branches throughout California, will continue to serve small and medium-sized businesses with financing solutions, cash management and deposit services. The CapitalSource Division will continue to provide cash flow, asset-based, equipment and real estate loans and treasury management services to middle market clients on a nationwide basis.

Douglas H. Bowers, former President and CEO of Square 1, will be President of the Square 1 Bank Division upon completion of the merger.  Mr. Bowers commented, “We are eager to accelerate Square 1’s long-standing commitment to the venture and entrepreneurial communities. Now, as part of a larger organization with a broader range of products and resources, we’re better able to serve our clients through all stages of growth and expansion.”

Under the terms of the Agreement and Plan of Merger, each share of Square 1 common stock was converted into the right to receive 0.5997 of a share of PacWest common stock and each outstanding Square 1 equity award was settled in cash. PacWest is issuing an aggregate of approximately 18.1 million shares of PacWest common stock to Square 1 stockholders and a total of $17.8 million to Square 1 equity award holders in satisfaction of all outstanding equity awards.   Based on the closing price of PacWest’s common stock on October 6, 2015 of $43.97 per share, the aggregate consideration payable to Square 1 common stockholders and holders of equity awards is approximately $815 million.

ABOUT PACWEST BANCORP

PacWest Bancorp (“PacWest”) is a bank holding company with over $21 billion in assets with one wholly-owned banking subsidiary, Pacific Western Bank (“Pacific Western”). With 80 full-service branches located throughout the state of California, Pacific Western provides commercial banking services, including real estate, construction, and commercial loans, and comprehensive deposit and treasury management services to small and medium-sized businesses.  Pacific Western offers additional  products and services through its CapitalSource and Square 1 Bank divisions.  The CapitalSource Division provides cash flow, asset-based, equipment and real estate loans and treasury management services to established middle market businesses on a national basis.  The Square 1 Bank Division, headquartered at Pacific Western’s Durham, North Carolina branch, offers a comprehensive suite of financial services focused on entrepreneurial businesses and their venture capital and private equity investors, with offices located in all key innovative hubs across the United States.  For more information about PacWest, visit www.pacwestbancorp.com.

FORWARD LOOKING STATEMENTS

This press release contains certain forward-looking information about PacWest 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 the Company, and include, among others, statements about the benefits of the business combination transaction involving PacWest and Square 1, including expectations with respect to future financial and operational performance, and other statements that are not historical facts. We caution readers that a number of important factors could cause actual results to differ materially from those expressed in, implied or projected by, such forward-looking statements. Risks and uncertainties relating to the transaction with Square 1 include, but are not limited to, the ability to successfully integrate the two institutions and achieve expected synergies and operating efficiencies on the expected timeframe. For a discussion of risks and uncertainties relating to PacWest’s and Square 1’s businesses, investors and security holders are urged to read PacWest’s annual report on Form 10-K, quarterly reports on Form 10-Q and other reports filed by PacWest with the Securities and Exchange Commission (the “SEC”). If any of these risks or uncertainties materializes or if any of

the assumptions underlying such forward-looking statements proves to be incorrect, PacWest’s results could differ materially from those expressed in, implied or projected by such forward-looking statements. Forward-looking statements speak only as of the date they are made, and PacWest assumes no obligation to update such forward-looking statements.

The documents filed by PacWest with the SEC may be obtained at PacWest Bancorp’s website at www.pacwestbancorp.com may be obtained at the SEC’s website at www.sec.gov.  These documents may also be obtained free of charge from PacWest by directing a request to: PacWest Bancorp c/o Pacific Western Bank, 130 State College Boulevard, Brea, CA 92821.  Attention: Investor Relations. Telephone 714-671-6800.

Contact information:

Victor Santoro, Vice Chairman/Corporate Development, (310) 728-1021

Pat Rusnak, Executive Vice President and Chief Financial Officer, (714) 989-4705