8-K
filed December 1, 2023, 6:59 PM ET
CIK 0001102112
M&A
confidence high
sentiment neutral
materiality 0.75
PACWEST BANCORP: M&A transaction — PacWest Bancorp completes merger with Banc of California; stockholders receive 0.6569 BANC shares per PACW share
PACWEST BANCORP
- Merger closed Nov 30; each PACW share converted to 0.6569 BANC shares; PACW delisted from Nasdaq.
- Three PacWest directors (Eggemeyer, Burke, Lester) appointed to BANC board; Eggemeyer as Chairman.
- PacWest sold ~$1.9B in securities and plans to sell $1.8B SFR portfolio to repay wholesale borrowings.
- PacWest's certificate of incorporation and bylaws amended; preferred stock converted to new BANC preferred.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Paul R. Burke departed as Director at PACWEST BANCORP.
- Role
- Director
Exact text from the filing
As previously disclosed, the following three (3) former directors of PacWest were appointed to serve as directors on the Banc of California Board, effective as of the Effective Time: John M. Eggemeyer, III, Paul R. Burke and Susan E. Lester.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Susan E. Lester departed as Director at PACWEST BANCORP.
- Role
- Director
Exact text from the filing
As previously disclosed, the following three (3) former directors of PacWest were appointed to serve as directors on the Banc of California Board, effective as of the Effective Time: John M. Eggemeyer, III, Paul R. Burke and Susan E. Lester.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John M. Eggemeyer, III departed as Director at PACWEST BANCORP.
- Role
- Director
Exact text from the filing
As previously disclosed, the following three (3) former directors of PacWest were appointed to serve as directors on the Banc of California Board, effective as of the Effective Time: John M. Eggemeyer, III, Paul R. Burke and Susan E. Lester.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
PACWEST BANCORP: Certificate of incorporation of PacWest amended and restated in its entirety as of the Effective Time per the Merger Agreement.
- Change
- charter amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, as of the Effective Time, the certificate of incorporation of PacWest and the bylaws of PacWest were amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report and are incorporated herein by reference .
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
PACWEST BANCORP: Bylaws of PacWest amended and restated in their entirety as of the Effective Time per the Merger Agreement.
- Change
- bylaw amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, as of the Effective Time, the certificate of incorporation of PacWest and the bylaws of PacWest were amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report and are incorporated herein by reference .
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
PACWEST BANCORP: Banc of California filed Preferred Stock Articles Supplementary on November 28, 2023 to amend its articles to fix designations, preferences, limitations and relative rights of the New BANC Preferred Stock (effective 2023-11-28).
- Change
- charter amendment
- Effective
- 2023-11-28
Exact text from the filing
Banc of California filed an articles supplementary with the Maryland Department of Assessments and Taxation, Business Services Division for the purpose of amending the Banc of California Articles, to fix the designations, preferences, limitations and relative rights of the New BANC Preferred Stock (the “ Preferred Stock Articles Supplementary ”).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
PACWEST BANCORP underwent a change of control involving Banc of California, Inc. for 0.6569 of a share of common stock of Banc of California (closed 2023-11-30).
- Action
- change of control
- Counterparty
- Banc of California, Inc.
- Consideration
- 0.6569 of a share of common stock of Banc of California
- Closing
- 2023-11-30
Exact text from the filing
of PacWest (“ PacWest Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.6569 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of Banc of California (“ Banc of California Common Stock ” and such consideration, the “ Merger
View on SEC.gov
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