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 PacWest and
Banc of California, Inc. (“Banc of California”) and their
respective bank subsidiaries, Pacific Western Bank and Banc of
California, N.A. In addition, on October 5, 2023, the California
Department of Financial Protection and Innovation granted its
approval of Banc of California acquiring control of Pacific Western
Bank and 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 governing the transaction, including receipt
of the requisite stockholder approvals.
“The receipt of regulatory approvals marks an important
milestone on our transaction timeline,” said Paul Taylor, President
and Chief Executive Officer of PacWest. “We are appreciative of the
efforts of the Federal Reserve and the California DFPI to quickly
review and approve this strategic transaction, which will deliver
significant immediate and long term value to PacWest’s
stockholders, customers, communities and employees.”
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 PacWest BancorpPacWest 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.
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.
Cautionary Statements Regarding Forward-Looking
Information This communication contains certain
forward-looking statements within the meaning of the federal
securities laws with respect to the proposed transaction between
PacWest and Banc of California 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 PacWest and Banc of California 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 communication, and on the current expectations
of PacWest’s and Banc of California’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 PacWest and Banc of California. 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 PacWest stockholders and Banc of California
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 PacWest’s and Banc of California’s business
relationships, operating results and business generally; (vi) risks
that the proposed transaction disrupts current plans and operations
of PacWest and Banc of California; (vii) potential difficulties in
retaining PacWest and Banc of California customers and employees as
a result of the proposed transaction; (viii) PacWest’s and Banc of
California’s estimates of their 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 PacWest’s and Banc of California’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 PacWest’s and
Banc of California’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 PacWest’s and Banc of
California’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 PacWest or Banc of
California and the possibility that any such regulatory authority
may, among other things, limit PacWest’s or Banc of California’s
business activities, restrict PacWest’s or Banc of California’s
ability to invest in certain assets, refrain from issuing an
approval or non-objection to certain capital or other actions,
increase PacWest’s or Banc of California’s allowance for credit
losses, result in write-downs of asset values, restrict PacWest’s
or Banc of California’s ability or that of PacWest’s or Banc of
California’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 PacWest and Banc of California 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 PacWest, Banc of California or their
respective directors and officers, including the effects of any
outcomes related thereto; (xxix) volatility in the trading price of
PacWest’s or Banc of California’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, as amended, that
contains a preliminary joint proxy statement/prospectus discussed
below, and other documents filed by PacWest or Banc of California
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 PacWest nor
Banc of California presently knows or that PacWest or Banc of
California 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 PacWest’s and Banc of California’s expectations, plans or
forecasts of future events and views as of the date of this
communication. PacWest and Banc of California anticipate that
subsequent events and developments will cause PacWest’s and Banc of
California’s assessments to change. While PacWest and Banc of
California may elect to update these forward-looking statements at
some point in the future, PacWest and Banc of California
specifically disclaim any obligation to do so, unless required by
applicable law. These forward-looking statements should not be
relied upon as representing PacWest’s and Banc of California’s
assessments as of any date subsequent to the date of this
communication. 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 PacWest nor Banc
of California gives any assurance that either PacWest or Banc of
California, or the combined company, will achieve the results or
other matters set forth in the forward-looking statements.
No Offer or SolicitationThis communication 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 PacWest, Banc of
California 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 ItThis
communication relates to the proposed transaction between PacWest
and Banc of California 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 further amended on October 16, 2023 and
October 19, 2023), which includes a preliminary joint proxy
statement/prospectus to be distributed to holders of PacWest’s
common stock and Banc of California’s common stock in connection
with PacWest’s and Banc of California’s solicitation of proxies for
the vote by PacWest’s stockholders and Banc of California’s
stockholders with respect to the proposed transaction and also
constitutes a preliminary prospectus of PacWest. These materials
are not yet final and may be further amended. After the
registration statement is declared effective, PacWest and Banc of
California 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
PacWest stockholder meeting and at the Banc of California
stockholder meeting, as applicable. PacWest or Banc of California
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 PacWest or Banc of California through
the website maintained by the SEC at www.sec.gov.
The documents filed by PacWest or Banc of California with the
SEC also may be obtained free of charge at PacWest’s or Banc of
California’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
PacWest, Attention: Investor Relations, 9701 Wilshire Boulevard,
Suite 700, Beverly Hills, CA 90212 or Banc of California,
Attention: Investor Relations, 3 MacArthur Place, Santa Ana, CA
92707, respectively.
Participants in SolicitationPacWest and Banc of
California and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies
from PacWest’s stockholders or Banc of California’s stockholders in
connection with the proposed transaction under the rules of the
SEC. PacWest’s stockholders, Banc of California’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 PacWest and Banc of California
in Banc of California’s registration statement on Form S-4, as
amended, as well other documents filed by PacWest or Banc of
California 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 PacWest’s or Banc of
California’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 PacWest or
Banc of California will also be available free of charge from
PacWest or Banc of California using the contact information
above.
CONTACTS
Kevin L.
ThompsonExecutive Vice President,Chief Financial
Officer303.802.8934 |
|
William J.
BlackExecutive Vice President,Strategy and Corporate
Development919.597.7466 |
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PacWest Bancorp (NASDAQ:PACW)
過去 株価チャート
から 5 2024 まで 6 2024
PacWest Bancorp (NASDAQ:PACW)
過去 株価チャート
から 6 2023 まで 6 2024