Banc of California, Inc. (“Banc of California”) (NYSE: BANC) and
PacWest Bancorp (“PacWest”) (Nasdaq: PACW) today announced that the
Board of Governors of the Federal Reserve System granted its
approval of the previously announced combination of Banc of
California and PacWest and their respective bank subsidiaries, Banc
of California, N.A. and Pacific Western Bank. In addition, on
October 5, 2023, the California Department of Financial Protection
and Innovation granted its approval of the merger of Banc of
California, N.A. and Pacific Western Bank. No further regulatory
approvals are required to complete the proposed transaction. The
consummation of the proposed transaction is expected to close
before the end of 2023, subject to the satisfaction of the
remaining closing conditions set forth in the Merger Agreement,
including receipt of the requisite stockholder approvals.
“We are very pleased to have received regulatory approval at
this time,” said Jared Wolff, Chairman, President and CEO of Banc
of California. “We appreciate the active engagement and focused
efforts of the Federal Reserve and the California DFPI to review
and approve this merger which will be beneficial not only for our
clients, communities and shareholders, but also for the broader
regional banking industry. We are excited to be bringing Banc of
California and Pacific Western Bank together and unlock the
strength of our combined platform to create a robust,
well-capitalized and highly liquid institution. As a leading
relationship-focused business bank, we will continue to serve a
wide range of clients and deliver exceptional service, increased
scale, and expanded product offerings.”
Following the closing and the balance sheet repositioning, the
combined company is expected to have approximately $36 billion in
assets, $25 billion in total loans, $30 billion in total deposits
and more than 70 branches in California as well as branches in
North Carolina and Colorado.
About Banc of California,
Inc.
Banc of California, Inc. (NYSE: BANC) is a bank holding company
with $9.37 billion in assets at June 30, 2023 and one wholly-owned
banking subsidiary, Banc of California, N.A. (the “Bank”). The Bank
has 32 offices including 26 full-service branches located
throughout Southern California. Through our dedicated
professionals, we provide customized and innovative banking and
lending solutions to businesses, entrepreneurs and individuals
throughout California, and full stack payment processing solution
through our subsidiary Deepstack Technologies. We help to improve
the communities where we live and work, by supporting organizations
that provide financial literacy and job training, small business
support and affordable housing. With a commitment to service and to
building enduring relationships, we provide a higher standard of
banking. We look forward to helping you achieve your goals. For
more information, please visit us at www.bancofcal.com.
About PacWest Bancorp
PacWest is a bank holding company headquartered in Los Angeles,
California, with an executive office in Denver, Colorado, with one
wholly-owned banking subsidiary, Pacific Western Bank. Pacific
Western Bank is a relationship-based community bank focused on
providing business banking and treasury management services to
small, middle-market, and venture-backed businesses. Pacific
Western Bank offers a broad range of loan and lease and deposit
products and services through full-service branches throughout
California and in Durham, North Carolina and Denver, Colorado, and
loan production offices around the country. For more information
about PacWest Bancorp or Pacific Western Bank, visit
www.pacwest.com.
Cautionary Statements Regarding
Forward-Looking Information
This document contains certain forward-looking statements within
the meaning of the federal securities laws with respect to the
proposed transaction between Banc of California and PacWest and the
proposed investment by Warburg Pincus LLC and Centerbridge
Partners, L.P. (collectively, the “Investors”) in equity securities
of Banc of California pursuant to the investment agreements entered
into between the Investors and Banc of California (the “Investment
Agreements”). Forward-looking statements may be identified by the
use of the words such as “ estimate,” “plan,” “project,”
“forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,”
“strategy,” “future,” “opportunity,” “may,” “could,” “target,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” or similar expressions that predict or indicate future
events or trends or that are not statements of historical matters,
although not all forward-looking statements contain such
identifying words. These forward-looking statements include, but
are not limited to, statements regarding the proposed transaction
between Banc of California and PacWest and the proposed investment
by the Investors, including statements as to the expected timing,
completion and effects of the proposed transaction. These
statements are based on various assumptions, whether or not
identified in this document, and on the current expectations of
Banc of California’s and PacWest’s management and are not
predictions of actual performance, and, as a result, are subject to
risks and uncertainties. These forward-looking statements are
provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult
or impossible to predict, may differ from assumptions and many are
beyond the control of Banc of California and PacWest. These
forward-looking statements are subject to a number of risks and
uncertainties, including, but not limited to: (i) the risk that the
proposed transaction may not be completed in a timely manner or at
all; (ii) the failure to satisfy the conditions to the consummation
of the proposed transaction, including obtaining the requisite
approval of the Banc of California stockholders and PacWest
stockholders within the time period provided in the Agreement and
Plan of Merger, dated July 25, 2023, by and among PacWest, Banc of
California and Cal Merger Sub, Inc. (the “Merger Agreement”); (iii)
the occurrence of any event, change or other circumstance that
could give rise to the termination of the Merger Agreement or the
Investment Agreements; (iv) the inability to obtain alternative
capital in the event it becomes necessary to complete the proposed
transaction; (v) the effect of the announcement or pendency of the
proposed transaction on Banc of California’s and PacWest’s business
relationships, operating results and business generally; (vi) risks
that the proposed transaction disrupts current plans and operations
of Banc of California and PacWest; (vii) potential difficulties in
retaining Banc of California and PacWest customers and employees as
a result of the proposed transaction; (viii) Banc of California’s
and PacWest’s estimates of its financial performance; (ix) changes
in general economic conditions; (x) changes in the interest rate
environment, including the recent increases in the Board of
Governors of the Federal Reserve System benchmark rate and duration
at which such increased interest rate levels are maintained, which
could adversely affect Banc of California’s and PacWest’s revenue
and expenses, the value of assets and obligations, and the
availability and cost of capital and liquidity; (xi) the impacts of
continuing inflation; (xii) the credit risks of lending activities,
which may be affected by deterioration in real estate markets and
the financial condition of borrowers, and the operational risk of
lending activities, including the effectiveness of Banc of
California’s and PacWest’s underwriting practices and the risk of
fraud; (xiii) fluctuations in the demand for loans; (xiv) the
ability to develop and maintain a strong core deposit base or other
low cost funding sources necessary to fund Banc of California’s and
PacWest’s activities particularly in a rising or high interest rate
environment; (xv) the rapid withdrawal of a significant amount of
deposits over a short period of time; (xvi) results of examinations
by regulatory authorities of Banc of California or PacWest and the
possibility that any such regulatory authority may, among other
things, limit Banc of California’s or PacWest’s business
activities, restrict Banc of California’s or PacWest’s ability to
invest in certain assets, refrain from issuing an approval or
non-objection to certain capital or other actions, increase Banc of
California’s or PacWest’s allowance for credit losses, result in
write-downs of asset values, restrict Banc of California’s or
PacWest’s ability or that of Banc of California’s or PacWest’s bank
subsidiary to pay dividends, or impose fines, penalties or
sanctions; (xvii) the impact of bank failures or other adverse
developments at other banks on general investor sentiment regarding
the stability and liquidity of banks; (xviii) changes in the
markets in which Banc of California and PacWest compete, including
with respect to the competitive landscape, technology evolution or
regulatory changes; (xix) changes in consumer spending, borrowing
and saving habits; (xx) slowdowns in securities trading or shifting
demand for security trading products; (xxi) the impact of natural
disasters or health epidemics; (xxii) legislative or regulatory
changes; (xxiii) impact of operating in a highly competitive
industry; (xxiv) reliance on third party service providers; (xxv)
competition in retaining key employees; (xxvi) risks related to
data security and privacy, including the impact of any data
security breaches, cyberattacks, employee or other internal
misconduct, malware, phishing or ransomware, physical security
breaches, natural disasters, or similar disruptions; (xxvii)
changes to accounting principles and guidelines; (xxviii) potential
litigation relating to the proposed transaction that could be
instituted against Banc of California, PacWest or their respective
directors and officers, including the effects of any outcomes
related thereto; (xxix) volatility in the trading price of Banc of
California’s or PacWest’s securities; (xxx) the ability to
implement business plans, forecasts, and other expectations after
the completion of the proposed transaction, and identify and
realize additional opportunities; and (xxxi) unexpected costs,
charges or expenses resulting from the proposed transaction. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of Banc of
California’s registration statement on Form S-4 that contains a
preliminary joint proxy statement/prospectus discussed below, and
other documents filed by Banc of California or PacWest from time to
time with the U.S. Securities and Exchange Commission (the “SEC”).
These filings do and will identify and address other important
risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking
statements. If any of these risks materialize or our assumptions
prove incorrect, actual events and results could differ materially
from those contained in the forward-looking statements. There may
be additional risks that neither Banc of California nor PacWest
presently knows or that Banc of California or PacWest currently
believes are immaterial that could also cause actual events and
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect Banc of
California’s and PacWest’s expectations, plans or forecasts of
future events and views as of the date of this document. Banc of
California and PacWest anticipate that subsequent events and
developments will cause Banc of California’s and PacWest’s
assessments to change. While Banc of California and PacWest may
elect to update these forward-looking statements at some point in
the future, Banc of California and PacWest specifically disclaim
any obligation to do so, unless required by applicable law. These
forward-looking statements should not be relied upon as
representing Banc of California’s and PacWest’s assessments as of
any date subsequent to the date of this document. Accordingly,
undue reliance should not be placed upon the forward-looking
statements. Forward-looking statements speak only as of the date
they are made. Neither Banc of California nor PacWest gives any
assurance that either Banc of California or PacWest, or the
combined company, will achieve the results or other matters set
forth in the forward-looking statements.
No Offer or Solicitation
This document is not a proxy statement or solicitation or a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of Banc of California, PacWest or the combined company, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be deemed to be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act, and otherwise in accordance with
applicable law.
Additional Information and Where to Find It
This document relates to the proposed transaction between Banc
of California and PacWest and the proposed investment in Banc of
California by Investors. On August 28, 2023, Banc of California
filed a registration statement on Form S-4 with the SEC (as amended
on September 29, 2023 and October 16, 2023), which includes a
preliminary joint proxy statement/prospectus to be distributed to
holders of Banc of California’s common stock and PacWest’s common
stock in connection with Banc of California’s and PacWest’s
solicitation of proxies for the vote by Banc of California’s
stockholders and PacWest’s stockholders with respect to the
proposed transaction and also constitutes a preliminary prospectus
of Banc of California. These materials are not yet final and may be
further amended. After the registration statement is declared
effective, Banc of California and PacWest will mail a definitive
joint proxy statement/prospectus to their respective stockholders
that, as of the applicable record date, are entitled to vote on the
matters being considered at the Banc of California stockholder
meeting and at the PacWest stockholder meeting, as applicable. Banc
of California or PacWest may also file other documents with the SEC
regarding the proposed transaction.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND
SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE ENTIRE
REGISTRATION STATEMENT AND PRELIMINARY JOINT PROXY
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO), AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AND
THE DEFINITIVE VERSIONS THEREOF (WHEN THEY BECOME AVAILABLE), AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO SUCH DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of the
registration statement, the preliminary joint proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by Banc of California or PacWest through
the website maintained by the SEC at www.sec.gov.
The documents filed by Banc of California or PacWest with the
SEC also may be obtained free of charge at Banc of California’s or
PacWest’s website at https://investors.bancofcal.com, under the
heading “Financials and Filings” or www.pacwestbancorp.com, under
the heading “SEC Filings” , respectively, or upon written request
to Banc of California, Attention: Investor Relations, 3 MacArthur
Place, Santa Ana, CA 92707 or PacWest, Attention: Investor
Relations, 9701 Wilshire Boulevard, Suite 700, Beverly Hills, CA
90212, respectively.
Participants in Solicitation
Banc of California and PacWest and their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from Banc of California’s stockholders or
PacWest’s stockholders in connection with the proposed transaction
under the rules of the SEC. Banc of California’s stockholders,
PacWest’s stockholders and other interested persons may obtain,
without charge, more detailed information regarding the names,
affiliations and interests of directors and executive officers of
Banc of California and PacWest in Banc of California’s registration
statement on Form S-4, as well other documents filed by Banc of
California or PacWest from time to time with the SEC. Other
information regarding persons who may, under the rules of the SEC,
be deemed the participants in the proxy solicitation of Banc of
California’s or PacWest’s stockholders in connection with the
proposed transaction and a description of their direct and indirect
interests, by security holdings or otherwise, is included in the
preliminary joint proxy statement/prospectus and will be contained
in other relevant materials to be filed with the SEC regarding the
proposed transaction (if and when they become available). You may
obtain free copies of these documents at the SEC’s website at
www.sec.gov. Copies of documents filed with the SEC by Banc of
California or PacWest will also be available free of charge from
Banc of California or PacWest using the contact information
above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231019072737/en/
Investor Relations Inquiries:
Banc of California, Inc. (855) 361-2262 Jared Wolff, (949)
385-8700 Joe Kauder, (310) 844-5224
Media Contacts:
Debora Vrana, Banc of California (213) 999-4141
deb.vrana@bancofcal.com
PacWest Bancorp (NASDAQ:PACW)
過去 株価チャート
から 10 2024 まで 11 2024
PacWest Bancorp (NASDAQ:PACW)
過去 株価チャート
から 11 2023 まで 11 2024
