—— El Dorado Savings Bank Stockholders
Will Receive at Closing 58.2209 Shares of PacWest Common Stock and
$427.92 in Cash for Each Share of El
Dorado—— Transaction Valued at
Approximately $466.7 Million—
PacWest Bancorp (Nasdaq: PACW) (“PacWest”) and El Dorado Savings
Bank, F.S.B. (“El Dorado”) today announced the signing of a
definitive agreement and plan of merger (the “Agreement”) whereby
PacWest will acquire El Dorado in a transaction valued at
approximately $466.7 million.
El Dorado, headquartered in Placerville, CA, is a federally
chartered savings bank founded in 1958, with approximately $2.2
billion in assets and 35 branches located primarily in eight
Northern California counties and two Northern Nevada counties. In
connection with the transaction, El Dorado will be merged into
Pacific Western Bank, the principal operating subsidiary of PacWest
Bancorp.
The transaction, which was approved by the PacWest and El Dorado
boards of directors, is expected to close in the first quarter of
2019 and is subject to customary closing conditions, including
obtaining approval by El Dorado’s stockholders and bank regulatory
authorities.
As of June 30, 2018 on a pro forma consolidated basis, the
combined company would have approximately $26.7 billion in assets
and 110 branches. No El Dorado branches are expected to be
consolidated as a result of the Agreement.
Under terms of the Agreement, El Dorado stockholders will
receive 58.2209 shares of PacWest common stock and $427.92 in cash
for each share of El Dorado, subject to adjustment in certain
circumstances as set forth in the Agreement. Based on PacWest’s
September 11, 2018 closing price of $50.04, the total value of the
merger consideration is $3,341.29 per El Dorado share. The
consideration mix would result in a total of approximately $59.8
million in cash and $406.9 million in PacWest shares. The
transaction is intended to qualify as a tax-free reorganization for
U.S. federal income tax purposes and El Dorado stockholders are not
expected to recognize gain or loss to the extent of the stock
consideration received.
Matt Wagner, President and CEO of PacWest Bancorp, commented,
“The acquisition of El Dorado Savings Bank opens an entirely new
banking market for us with a high quality and prudently managed 60
year old institution. We are confident the proposed merger
will create long-term value for both PacWest and El Dorado
stockholders, provide a broader product array for customers and
enhance our California community bank franchise.”
Tom Meuser, Chairman of El Dorado, remarked, “We believe a
merger with PacWest provides an excellent outcome for our
stakeholders, including loyal stockholders who made their original
investment decades ago, our dedicated employees and our
customers. PacWest is among the best-performing banks
in the country with a stellar merger integration track record.”
PacWest does not expect any El Dorado branches will be closed as
a result of the merger, ensuring El Dorado customers will continue
to receive the same exceptional service. In addition, PacWest
expects to continue the El Dorado commitment to local communities
through financial contribution and employee volunteerism.
John Cook, President of El Dorado, will assume the position of
Regional President of the Central Valley-Sierra Region of Pacific
Western Bank’s Community Bank Division upon closing of the
merger.
In connection with the announcement of this transaction, an
investor presentation will be filed with the SEC and is available
on PacWest’s website. Keefe, Bruyette & Woods, A Stifel
Company, acted as financial advisor and Sullivan & Cromwell LLP
served as legal counsel to PacWest. Sandler O’Neill +
Partners, LP acted as financial advisor to El Dorado and delivered
a fairness opinion to its Board of Directors. Manatt, Phelps &
Philips, LLP served as legal counsel to El Dorado.
ABOUT PACWEST
PacWest Bancorp (“PacWest”) is a bank holding company with over
$24 billion in assets with one wholly-owned banking subsidiary,
Pacific Western Bank (the “Bank”). The Bank has 74 full-service
branches located throughout the state of California and one branch
in Durham, North Carolina. Our Community Banking group provides
lending and comprehensive deposit and treasury management services
to small and medium-sized businesses conducted primarily through
our California-based branch offices. We offer additional products
and services through our National Lending and Venture Banking
groups. National Lending provides asset-based, equipment, real
estate and security cash flow loans and treasury management
services to established middle market businesses on a national
basis. Venture Banking offers a comprehensive suite of financial
services focused on entrepreneurial businesses and their venture
capital and private equity investors, with offices located in key
innovative hubs across the United States. For more information
about PacWest Bancorp, visit www.pacwestbancorp.com, or to learn
more about Pacific Western Bank, visit
www.pacificwesternbank.com.
FORWARD-LOOKING STATEMENTS
This communication contains certain forward-looking information
about PacWest, El Dorado, 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, uncertainties, and
contingencies, many of which are difficult to predict and are
generally beyond the control of PacWest, El Dorado and the combined
company. 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. In addition to factors previously disclosed in reports
filed by PacWest with the Securities and Exchange Commission
(“SEC”), 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 provision for
credit losses and allowance for credit losses and a reduction in
net earnings; increased competitive pressure among depository
institutions; the ability to complete the proposed transaction,
including obtaining required regulatory approvals and approval by
the stockholders of El Dorado, or any future transaction,
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; the possibility that
personnel changes/retention will not proceed as planned; the
possibility that a change in the interest rate environment may
increase funding costs and reduce net interest margins; higher than
anticipated operating expenses; the effectiveness of our risk
management framework; asset/liability re-pricing risks and
liquidity risks; the costs and effects of legal, compliance, and
regulatory actions, changes and developments, including the impact
of adverse judgments or settlements in litigation, the initiation
and resolution of regulatory or other governmental inquiries or
investigations, and/or the results of regulatory examinations or
reviews; 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 other risk factors
described in documents filed by PacWest with the SEC.
All forward-looking statements included in this communication
are based on information available at the time of the
communication. Pro forma, projected and estimated numbers are used
for illustrative purposes only and are not forecasts, and actual
results may differ materially.
We are under no obligation to (and expressly disclaim any such
obligation to) update or alter our forward-looking statements,
whether as a result of new information, future events or otherwise
except as required by law.
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION
AND WHERE TO FIND IT
Stockholders of El Dorado are urged to carefully review and
consider each of PacWest’s public filings with the SEC, including
but not limited to its Annual Reports on Form 10-K, its proxy
statements, its Current Reports on Form 8-K and its 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, 9701 Wilshire
Boulevard, Suite 700, Beverly Hills, CA 90212; Attention: Investor
Relations, by submitting an email request to
investor-relations@pacwestbancorp.com or by telephone at (310)
887-8521.
PacWest intends to file a registration statement with the SEC
which will include a proxy statement of El Dorado and a prospectus
of PacWest, and will file other documents regarding the proposed
transaction with the SEC. Before making any voting or investment
decision, stockholders of El Dorado are urged to carefully read the
entire registration statement and 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 transaction. A definitive proxy
statement/prospectus will be sent to the stockholders of El Dorado
seeking any required stockholder approvals. Stockholders of El
Dorado will be able to obtain the registration statement and the
proxy statement/prospectus free of charge from the SEC’s website or
from PacWest by writing to the address provided in the paragraph
above.
PacWest
Bancorp9701 Wilshire Boulevard, Suite 700Beverly Hills, CA
90212 |
El Dorado
Savings Bank4040 El Dorado RoadPlacerville, CA 95667 |
|
|
Contacts:
Matthew P. WagnerPresident and Chief Executive Officer(310)
887-8520 Don DestinoExecutive Vice President, Corporate Development
and Investor Relations(310) 887-8521 |
Contacts:
George Cook, Jr.Chief Executive Officer (530) 622-1492, ext. 1256
Thomas MeuserChairman(530) 622-1492, ext. 1282 |
|
|
PacWest Bancorp (NASDAQ:PACW)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
PacWest Bancorp (NASDAQ:PACW)
Historical Stock Chart
Von Jul 2023 bis Jul 2024