--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-122852" form_type: "8-K" ticker: null cik: "0001102112" company_name: "PACWEST BANCORP" filed_at: "2023-12-01T23:59:59+00:00" generated_at: "2026-06-07T19:09:53.115999+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # PacWest Bancorp completes merger with Banc of California; stockholders receive 0.6569 BANC shares per PACW share ## Summary - 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. ## SEC filing metadata - accession: 0001104659-23-122852 - form_type: 8-K - cik: 0001102112 - company_name: PACWEST BANCORP - filed_at: 2023-12-01T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.03, 5.01, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1102112/000110465923122852/0001104659-23-122852-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1102112/000110465923122852/tm2331882d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-122852 - JSON: https://secwatch.observer/filing/0001104659-23-122852.json - Plain text: https://secwatch.observer/filing/0001104659-23-122852.txt ## Key facts - Executive change Paul R. Burke departed as Director at PACWEST BANCORP. - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1102112/000110465923122852/0001104659-23-122852-index.htm - Executive change Susan E. Lester departed as Director at PACWEST BANCORP. - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1102112/000110465923122852/0001104659-23-122852-index.htm - Executive change John M. Eggemeyer, III departed as Director at PACWEST BANCORP. - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1102112/000110465923122852/0001104659-23-122852-index.htm - Governance Changes 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 source text: 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 . evidence_url: https://www.sec.gov/Archives/edgar/data/1102112/000110465923122852/0001104659-23-122852-index.htm - Governance Changes PACWEST BANCORP: Bylaws of PacWest amended and restated in their entirety as of the Effective Time per the Merger Agreement. - Change: bylaw amendment source text: 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 . evidence_url: https://www.sec.gov/Archives/edgar/data/1102112/000110465923122852/0001104659-23-122852-index.htm - Governance Changes 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 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1102112/000110465923122852/0001104659-23-122852-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1102112/000110465923122852/0001104659-23-122852-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.