UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2023 (July 25, 2023)

PacWest Bancorp

(Exact name of registrant as specified in its charter)

Delaware		001-36408		33-0885320
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

9701 Wilshire Blvd., Suite 700, Beverly Hills, California 90212

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (310) 887-8500

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing ~~obligations~~obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act of (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act of (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	PACW	The Nasdaq Stock Market LLC

Depository Shares, each representing 1/40th interest in a share of 7.75% fixed rate reset non-cumulative perpetual preferred stock, Series A	PACWP	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) ofor Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 81.01. ~~Other~~Entry ~~Events.~~into a Material Definitive Agreement

On July 25, 2023, PacWest Bancorp, a Delaware corporation (“PacWest”), and Banc of California, Inc., a Maryland corporation (“Banc”), issued a joint press release announcing the execution of an Agreement and Plan of Merger, ~~dated as of July 25, 2023 (the “Merger~~ Agreement”), by and among PacWest, Banc, and Cal Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Banc (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into PacWest (the “Merger”), with PacWest surviving the Merger (the “Surviving Entity”), and immediately following the Merger, the Surviving Entity will be merged with and into Banc, with Banc continuing as the surviving entity (the “Second Step Merger”). Promptly following the Second Step Merger, Pacific Western Bank, a California-chartered non-member bank and wholly-owned subsidiary of PacWest, will become a member of the Federal Reserve System, and promptly following the effectiveness of such Federal Reserve System membership, Banc of California, National Association, a wholly-owned subsidiary of Banc, will merge with and into Pacific Western Bank (the “Bank Merger”), with Pacific Western Bank surviving the Bank Merger. Banc also announced that on July 25, 2023 it entered into separate investment agreements, pursuant to which affiliates of funds managed by Warburg Pincus LLC (the “Warburg Investors”) and certain investment vehicles sponsored, managed or advised by Centerbridge Partners, L.P. and its affiliates (the “Centerbridge Investors” and, together with the Warburg Investors, the “Investors”), will invest an aggregate of $400 million for newly issued equity securities in Banc substantially concurrently with, and subject to, the effective time of the Merger. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

InOn ~~connection~~July 25, ~~with~~2023, ~~the~~PacWest ~~announcement~~Bancorp, a Delaware corporation (“PacWest”), Banc of California, Inc., a Maryland corporation (“Banc of California”), and Cal Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Banc of California (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). On the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into PacWest, with PacWest continuing as the surviving entity (the “Merger”) and immediately following the Merger, PacWest will merge with and into Banc ~~intend~~of toCalifornia ~~provide~~(the ~~supplemental~~“Second-Step Merger”), ~~information~~with ~~regarding~~Banc of California continuing as the ~~proposed~~surviving corporation (the “Surviving ~~transaction~~Corporation”). inPromptly ~~connection~~following ~~with~~the ~~presentations~~Second-Step Merger, Pacific Western Bank, a California-chartered non-member bank (“Pacific Western Bank”), and, as of immediately prior to ~~analysts~~the Second-Step Merger, a wholly-owned subsidiary of PacWest, will become a member bank of the Federal Reserve System (the “FRS Membership”) and ~~investors~~a wholly-owned subsidiary of Banc of California. ~~The~~Promptly ~~slides~~following ~~that~~the effectiveness of the FRS Membership, Banc of California, N.A., a national banking association and a wholly-owned subsidiary of Banc of California (“BOC NA”), will bemerge ~~made~~with ~~available~~and ininto ~~connection~~Pacific Western Bank (the “Bank Merger” and together with the Merger and the Second-Step Merger, ~~presentations~~the ~~are~~“Mergers”), ~~attached~~with ~~hereto~~Pacific Western Bank continuing as ~~Exhibit~~the 99surviving bank (the “Surviving Bank”).2 ~~and~~Following ~~are~~the ~~incorporated~~Bank ~~herein~~Merger, bythe ~~reference~~Surviving Bank will operate under the “Banc of California” name and brand.

~~Item~~The 9Merger Agreement was unanimously approved by the Boards of Directors of each of PacWest and Banc of California.~~01.~~ ~~Financial~~Subject ~~Statements~~to the receipt of requisite regulatory and stockholder ~~Exhibits~~approvals and satisfaction or waiver of other closing conditions, certain of which are described below, the parties anticipate that the Mergers and the accompanying Investments (as defined below) will close in late 2023 or early 2024.

~~(d)~~Merger ~~Exhibits.~~Consideration

99.1		Press Release, dated July 25, 2023
99.2		Investor Presentation, dated July 25, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of PacWest issued and outstanding immediately prior to the Effective Time (“PacWest Common Stock”), subject to certain exceptions, will be 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 Consideration”). Holders of PacWest Common Stock will also be entitled to receive cash in lieu of fractional shares of Banc of California Common Stock. In addition, at the effective time of the Second-Step Merger, each share of 7.75% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, of PacWest (the “PacWest Preferred Stock”) will be converted into the right to receive one share of a newly created series of preferred stock of Banc of California having such powers, preferences and rights, and such qualifications, limitations and restrictions, taken as a whole, that are not materially less favorable to the holders of PacWest Preferred Stock (the “New BANC Preferred Stock”).

1Certain Governance Matters

~~FORWARD~~The Merger Agreement provides that the Board of Directors of the Surviving Corporation will have twelve directors, and of such directors (a) three will be members of the Board of Directors of PacWest (the “PacWest Board”) as of immediately prior to the Effective Time (the “PacWest Directors”), who will be subject to certain eligibility requirements, (b) eight will be members of the Banc of California Board as of immediately prior to the Effective Time (the “Banc of California Directors”) and (c) one will be an individual designated by the Warburg Investors (as defined below). In addition, subject to the receipt of any necessary consent or non-~~LOOKING~~objection ~~STATEMENTS~~of any governmental entity, the Lead Director of the PacWest Board as of immediately prior to the Effective Time will become the Chairman of the Board of Directors of the Surviving Corporation. If a PacWest Director continues to meet certain eligibility requirements, then Banc of California agrees to nominate such PacWest Director for reelection to the Board of Directors of the Surviving Corporation at its first two annual stockholders meetings taking place immediately following the closing of the Merger (the “Merger Closing”).

~~This~~The ~~document~~Merger ~~contains~~Agreement ~~certain~~also ~~forward-looking~~provides statements within the meaning of the federal securities laws with respect to the proposed transaction between Banc and PacWest and the proposed investment by the Warburg Investors and the Centerbridge Investors in equity securities of Banc pursuant to the investment agreements entered into between the Investors and Banc (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 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~~Effective ~~of Banc’s and PacWest’s management and are not predictions of actual performance~~Time, 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 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~~board ~~to satisfy the conditions to the consummation~~ of ~~the~~directors ~~proposed transaction, including obtaining the requisite approval~~ of the ~~Banc~~Surviving ~~stockholders~~Bank ~~and PacWest stockholders within the time period provided in the Merger Agreement;~~ (~~iii)~~ the ~~occurrence~~ of“Surviving ~~any~~Bank ~~event, change or other circumstance that could give rise to the termination of the Merger Agreement or the Investment Agreements; (iv~~Board”) ~~the~~will ~~inability~~have ~~to obtain alternative capital in~~ the ~~event it becomes necessary to complete the proposed~~ ~~transaction;~~same ~~(v)~~directors the effect of the announcement or pendency of the proposed transaction on Banc’s and PacWest’s business relationships, operating results and business generally; (vi) risks that the proposed transaction disrupts current plans and operations of Banc and PacWest; (vii) potential difficulties in retaining Banc and PacWest customers and employees as ~~a result of~~ the proposed transaction; (viii) Banc’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~~Directors of the ~~Federal~~Surviving ~~Reserve~~Corporation ~~System benchmark rate~~ and duration at which such increased interest rate levels are maintained, which could adversely affect Banc’s and PacWest’s revenue and expenses, the value of assets and obligations, and the availability and cost of capital and liquidity; (xib) ~~the impacts of continuing inflation; (xii)~~ ~~the~~subject 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’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’s and PacWest’s activities particularly in a rising or high interest rate environment; (xv)~~ the ~~rapid~~receipt ~~withdrawal~~ of ~~a significant amount of deposits over a short period of time; (xvi) results of examinations by regulatory authorities of Banc or PacWest and the possibility that~~ any ~~such~~necessary ~~regulatory~~consent ~~authority may, among other things, limit Banc’s~~ or ~~PacWest’s business activities,~~ ~~restrict Banc’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’s or PacWest’s allowance for credit losses, result in write-downs~~ of ~~asset~~ values, restrict Banc’s or PacWest’s ability or that of Banc’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 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~~governmental ~~security breaches~~entity, 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~~Chairman ~~that could be instituted against Banc, PacWest or their respective directors and officers, including the effects~~ of ~~any outcomes related thereto; (xxix) volatility in~~ the ~~trading~~Surviving ~~price~~Bank ofBoard Banc’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’s registration statement on Form S-4 that will contain a joint proxy statement/prospectus discussed below, when it becomes available, and other documents filed by Banc 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 nor PacWest presently knows or that Banc or PacWest currently believes are immaterial that could also cause actual events and results to differ from those contained in the ~~forward-looking~~ ~~statements.~~same Inindividual ~~addition,~~who ~~forward-looking~~serves ~~statements reflect Banc’s and PacWest’s expectations, plans or forecasts of future events and views~~ as of the ~~date of this document. Banc and PacWest anticipate that subsequent events and~~Chairman developments will cause Banc’s and PacWest’s assessments to change. While Banc and PacWest may elect to update these forward-looking statements at some point in the future, Banc 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’s and PacWest’s assessments as of ~~any~~immediately ~~date~~prior ~~subsequent~~ to the ~~date~~Effective ~~of this document~~Time. 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 nor PacWest gives any assurance that either Banc or PacWest, or the combined company, will achieve the results or other matters set forth in the forward-looking statements.

2The Merger Agreement further provides that, as of the Effective Time, (a) the Chief Executive Officer of Banc of California will be the Chief Executive Officer of the Surviving Corporation, (b) the headquarters of the Surviving Corporation and the Surviving Bank will be located in Los Angeles, California, (c) the name of the Surviving Corporation will remain “Banc of California, Inc.” and (d) the name of the Surviving Bank will become “Banc of California”.

NOTreatment ~~OFFER~~of ORPacWest ~~SOLICITATION~~Equity Awards

~~This~~The ~~document~~Merger isAgreement ~~not~~provides athat, ~~proxy~~at ~~statement~~the ~~or solicitation~~Effective ~~or a proxy~~Time, ~~consent~~each orrestricted ~~authorization~~stock ~~with~~award ~~respect~~granted tounder ~~any~~the ~~securities~~Amended orand inRestated ~~respect~~PacWest ofBancorp ~~the~~2017 ~~proposed~~Stock ~~transaction~~Incentive ~~and~~Plan ~~shall~~(the ~~not constitute~~“PacWest anStock ~~offer~~Plan”) towill ~~sell~~convert orinto athe ~~solicitation~~right ~~of an offer~~ to ~~buy~~receive ~~the~~Merger ~~securities of Banc~~Consideration, ~~PacWest~~subject orto the ~~combined~~same ~~company,~~terms ~~nor~~and ~~shall~~conditions ~~there be any~~applicable ~~sale~~to ~~of securities in any jurisdiction in which~~ such ~~offer,~~awards ~~solicitation~~immediately ~~or sale would be unlawful~~ prior to ~~registration or qualification under~~ the ~~securities~~Effective ~~laws~~Time, ofincluding ~~any~~with ~~such~~respect ~~jurisdiction.~~to Novesting ~~offer~~conditions, ofprovided ~~securities~~that ~~shall~~such beawards ~~deemed~~ granted to benon-employee ~~made~~members ~~except by means~~ of ~~a prospectus meeting~~ the ~~requirements~~PacWest ofBoard ~~Section~~will 10vest ofat the ~~Securities~~Effective ~~Act, and otherwise in accordance with applicable law~~Time.

~~IMPORTANT~~Each ~~ADDITIONAL~~outstanding ~~INFORMATION~~performance-based ~~AND~~restricted stock ~~WHERE~~unit award granted under the PacWest Stock Plan (a “PacWest PSU Award”) will, at the Effective Time, convert TOinto ~~FIND~~a ITtime-based restricted stock unit award of Banc of California (a “BANC RSU Award”), subject to the same terms and conditions applicable to such awards immediately prior to the Effective Time, including with respect to vesting conditions (excluding performance-based vesting conditions). The number of shares of Banc of California Common Stock subject to each BANC RSU Award will equal the product of (i) the number of shares subject to the PacWest PSU Award immediately prior to the Effective Time (based on actual performance measured through the latest practicable date prior to the Effective Time), multiplied by (ii) the Exchange Ratio.

~~This~~Treatment document relates to the proposed transaction between Banc and PacWest and the proposed investment in Banc by the Investors. Banc intends to file a registration statement on Form S-4 with the SEC, which will include a preliminary joint proxy statement/prospectus to be distributed to holders of Banc’s ~~common stock and PacWest’s common stock in connection with Banc’s and PacWest’s solicitation~~ of ~~proxies~~California ~~for~~Equity the vote by Banc’s stockholders and PacWest’s stockholders with respect to the proposed transaction. After the registration statement has been filed and declared effective, Banc 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 stockholder meeting and at the PacWest stockholder meeting, as applicable. Banc or PacWest may also file other documents with the SEC regarding the proposed transaction.Awards

~~Before~~The ~~making~~Merger ~~any~~Agreement ~~voting~~provides ~~or investment~~that, ~~decision~~at the Effective Time, ~~investors~~each ~~and~~restricted ~~security~~stock ~~holders~~unit ~~are~~award ~~urged~~and toeach ~~carefully~~stock ~~read~~option granted under the ~~entire~~Banc ~~registration~~of ~~statement~~California ~~and~~2018 ~~joint~~Omnibus ~~proxy~~Stock ~~statement/prospectus~~Incentive Plan and the Banc of California 2013 Omnibus Stock Incentive Plan (~~INCLUDING~~the ~~ALL~~“Banc ~~AMENDMENTS~~of ~~AND~~California ~~SUPPLEMENTS~~Stock ~~THERETO~~Plans”) ~~when~~that ~~they~~is ~~become~~outstanding immediately ~~available,~~prior ~~and~~to ~~any~~the ~~other~~Effective ~~relevant~~Time ~~documents~~shall ~~filed~~be ~~with~~deemed replaced under the ~~SEC,~~applicable ~~And~~Banc of California Stock Plan and shall remain outstanding subject to the ~~definitive~~same ~~versions~~terms ~~thereof~~and ~~(when~~conditions ~~they~~applicable ~~become~~to ~~available)~~such awards immediately prior to the Effective Time, asincluding ~~well~~with respect asto vesting conditions; provided, that any ~~amendments~~restricted orstock ~~supplements~~unit award granted under a Banc of California Stock Plan to ~~SUCH~~a ~~documents~~non-employee member of the Banc of California Board will vest and will be settled within five business days after the Merger Closing. The Merger Agreement further provides that, ~~CAREFULLY~~at ~~AND~~the Effective Time, each outstanding performance-based restricted stock unit award will vest and be settled INwithin ~~THEIR~~five ~~ENTIRETY~~business ~~because~~days ~~they~~after the Merger Closing, with performance deemed achieved at the target level of performance (except for awards with stock-price targets that will ~~contain~~have ~~important~~performance ~~information~~determined ~~about~~in accordance with the ~~proposed~~applicable ~~transaction~~award agreement or will be replaced, as determined by the Compensation, Nominating and Corporate Governance Committee of the Banc of California Board prior to filing the registration statement on Form S-4).

~~Investors~~Certain ~~and~~Other ~~security~~Terms ~~holders~~and ~~will~~Conditions ~~be able to obtain free copies~~ of ~~the~~ ~~registration statement,~~ the ~~joint proxy statement/prospectus and all other relevant documents filed or that will be filed with the~~Merger ~~SEC by Banc or PacWest through the website maintained by the SEC at www.sec.gov.~~Agreement

The ~~documents~~Merger ~~filed~~Agreement bycontains ~~Banc~~certain customary orrepresentations and warranties from each of PacWest ~~with~~and ~~the~~Banc ~~SEC~~of ~~also may~~California. beIn ~~obtained~~addition, ~~free~~each of ~~charge~~PacWest atand Banc’s orof California ~~PacWest’s~~has ~~website~~agreed atto ~~https://investors.bancofcal.com~~certain customary pre-closing covenants, ~~under~~including covenants to operate its business in the ~~heading~~ordinary ~~“Financials~~course in all material respects and ~~Filings”~~to orrefrain ~~www.pacwestbancorp.com,~~from ~~under~~taking certain actions without the ~~heading~~other ~~“SEC~~party’s ~~Filings”~~consent. Each party has agreed to additional covenants, ~~respectively~~including, oramong ~~upon~~others, ~~written~~covenants ~~request~~relating to ~~Banc~~(a) in the case of PacWest, its obligation to call a ~~Attention:~~meeting ~~Investor~~of ~~Relations,~~its 3stockholders ~~MacArthur~~to ~~Place~~adopt the Merger Agreement, ~~Santa~~and, ~~Ana~~subject to certain exceptions, CAthe ~~92707~~obligation orof the PacWest, ~~Attention:~~Board to ~~Investor~~recommend ~~Relations~~that its stockholders adopt the Merger Agreement, ~~9701~~(b) in ~~Wilshire~~the ~~Boulevard~~case of Banc of California, its obligation to call a ~~Suite~~meeting ~~700~~of its stockholders to approve the issuance of shares of the Banc of California Common Stock pursuant to the Merger Agreement and the Investment Agreements (as defined below) (the “Share Issuance”), ~~Beverly~~and, ~~Hills~~subject to certain exceptions, CAthe ~~90212~~obligation of the Banc of California Board to recommend that its stockholders approve the Share Issuance and (c) mutual non-solicitation obligations related to alternative acquisition proposals. In addition, ~~respectively~~each party has agreed to reasonably cooperate with the other party to identify certain pools of assets to be disposed of, contingent upon the Merger Closing and to take certain other actions in connection with those asset dispositions (the “Balance Sheet Repositioning”).

~~PARTICIPANTS~~The INcompletion ~~THE~~of ~~SOLICITATION~~the Merger is subject to the satisfaction or waiver of certain closing conditions, including (a) adoption of the Merger Agreement by the requisite vote of the PacWest stockholders and the approval of the Share Issuance by the requisite vote of the Banc of California stockholders, (b) authorization for listing on the New York Stock Exchange of the shares of Banc of California Common Stock to be issued in the Share Issuance and New BANC Preferred Stock, subject to official notice of issuance, (c) the receipt of the requisite regulatory approvals from the Board of Governors of the Federal Reserve System and the California Department of Financial Protection and Innovation, (d) no governmental entity having imposed, and no requisite regulatory approval containing, a Materially Burdensome Regulatory Condition (as defined in the Merger Agreement), (e) effectiveness of the registration statement on Form S-4 to be filed with the Securities and Exchange Commission (“SEC”) by Banc of California in connection with the transactions contemplated by the Merger Agreement, (f) the absence of any order, injunction, decree or other legal restraint preventing the completion of the transactions contemplated by the Merger Agreement or any law making the completion thereof illegal and (g) the closing of the Investments occurring substantially concurrently with the Merger Closing. Each party’s obligation to complete the Merger is also subject to certain additional conditions, including (i) subject to certain materiality thresholds, the accuracy of the representations and warranties of PacWest, in the case of Banc of California and Merger Sub, and Banc of California and Merger Sub, in the case of PacWest, including the absence of a Material Adverse Effect (as defined in the Merger Agreement), (ii) performance in all material respects by PacWest, in the case of Banc of California and Merger Sub, and Banc of California and Merger Sub, in the case of PacWest, of its respective obligations under the Merger Agreement, and (iii) receipt by such party of an opinion from its counsel to the effect that the Merger and Second-Step Merger, taken together, will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

~~Banc~~The ~~and~~Merger ~~PacWest~~Agreement ~~and~~provides ~~their~~certain ~~respective directors and executive~~termination ~~officers~~rights ~~may~~for beboth ~~deemed~~PacWest toand beBanc ~~participants in the solicitation~~ of ~~proxies~~California. ~~from~~The ~~Banc’s~~Merger ~~stockholders~~Agreement oralso ~~PacWest’s~~provides ~~stockholders in~~that ~~connection~~a ~~with~~termination ~~the~~fee ~~proposed transaction under the rules~~ of ~~the SEC~~$39.5 million ~~Banc’s stockholders, PacWest’s stockholders and other interested persons~~ will be ~~able to obtain, without charge, more detailed information regarding the names, affiliations and interests of~~ ~~directors~~payable ~~and~~by ~~executive officers of Banc and~~ PacWest inor Banc’s ~~registration~~of ~~statement on Form S-4 that will be filed~~California, as ~~well other~~applicable, ~~documents~~upon ~~filed~~termination byof ~~Banc~~the orMerger ~~PacWest~~Agreement ~~from~~under ~~time~~certain ~~to time with the SEC~~circumstances. ~~Other information regarding persons who may~~Additionally, ~~under the rules~~ offollowing the ~~SEC,~~termination ~~be deemed the participants in the proxy solicitation~~ of ~~Banc’s or PacWest’s stockholders in connection with~~ the ~~proposed~~ ~~transaction~~Merger ~~and a description of their direct and indirect interests~~Agreement, byeither ~~security~~party ~~holdings~~may ~~or otherwise, will~~ be ~~included~~required ~~in the preliminary joint proxy statement/prospectus and will be contained in other relevant materials~~ to bereimburse ~~filed with~~ the ~~SEC~~other ~~regarding the~~for ~~proposed~~some ~~transaction~~or ~~(if~~all ~~and when they become available). You may obtain free copies~~ of ~~these~~such ~~documents at the SEC~~party’s ~~website~~ atcosts ~~www.sec.gov.~~associated ~~Copies of documents filed~~ with the ~~SEC~~Balance bySheet ~~Banc or PacWest will also be available free of charge from Banc or PacWest using the contact information above~~Repositioning.

3Voting Agreements

~~SIGNATURES~~Concurrently with its entry into the Merger Agreement, PacWest entered into voting agreements with each member of the Banc of California Board (the “Voting Agreements”). The Voting Agreements require, among other things, that the directors (in such directors’ capacity as stockholders only) (a) vote all of the shares of Banc of California Common Stock owned by them: (i) in favor of the Share Issuance and (ii) against alternative transactions or other proposals that could prevent or materially delay the Merger, (b) grant a corresponding proxy with respect to their shares under certain circumstances and (c) not, directly or indirectly, assign, sell, transfer or otherwise dispose of their shares of Banc of California Common Stock, subject to certain exceptions. The members of the PacWest Board entered into voting agreements with Banc of California (in such directors’ capacity as stockholders only), which included similar covenants to the Voting Agreements.

~~Pursuant~~Investment ~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Agreements

Dated: July 25, 2023	PACWEST BANCORP
	By:	/s/ Paul W. Taylor
		Paul W. Taylor President and Chief Executive Officer

Concurrently with its entry into the Merger Agreement, Banc of California entered into separate investment agreements, each dated as of July 25, 2023, with affiliates of funds managed by Warburg Pincus LLC (the “Warburg Investors”) and certain investment vehicles sponsored, managed or advised by Centerbridge Partners, L.P. and its affiliates (the “Centerbridge Investors” and, together with the Warburg Investors, the “Investors”, and such agreements, the “Investment Agreements”). Pursuant to the Investment Agreements, on the terms and subject to the conditions set forth therein, substantially concurrently with the Merger Closing, (a) the Investors will invest an aggregate of $400 million in exchange for the sale and issuance, at a purchase price of $12.30 per share, of approximately (i) 21.8 million shares of Banc of California Common Stock and (ii) 10.8 million shares of a new class of Banc of California non-voting, common-equivalent stock (“BANC Non-Voting CE Stock”), and (b) Banc of California will issue to (i) the Warburg Investors warrants to purchase approximately 15.9 million shares of BANC Non-Voting CE Stock and (ii) the Centerbridge Investors warrants to purchase approximately 3.0 million shares of Banc of California Common Stock, with such warrants having an exercise price of $15.375 (a 25% premium to the price paid on Banc of California Common Stock and BANC Non-Voting CE Stock) per share (the “Warrants” and, together with clause (a), the “Investments”). The Warrants carry a term of seven years but are subject to mandatory exercise when the market price of Banc of California Common Stock reaches or exceeds $24.60 (a 100% premium to the price paid by the Warburg Investors and the Centerbridge Investors for the Banc of California Common Stock and BANC Non-Voting CE Stock) for twenty or more trading days during any thirty-consecutive trading day period. The Warrants may be settled on a “net share” basis by applying shares otherwise issuable under the Warrants in satisfaction of the exercise price.

4The Investment Agreements contain customary representations, warranties and agreements of each party. The Investments are conditioned on, among other things, (a) the substantially concurrent closing of the Merger, (b) the funding (in the aggregate) of $400 million to Banc of California pursuant to the Investment Agreements, (c) Banc of California filing Articles Supplementary with the Maryland State Department of Assessment and Taxation in respect of the BANC Non-Voting CE Stock, (d) each Investor receiving oral confirmation from the Board of Governors of the Federal Reserve System or Federal Reserve Bank of San Francisco that its Investment will not result in such Investor being deemed to have “control” of Banc of California for purposes of the Bank Holding Company Act of 1956 or the Change in Bank Control Act of 1978 and (e) other closing conditions.

Additional information with respect to the terms and conditions of the Investments and the Investment Agreements, as well as the related documentation can be found in Item 1.01 of Banc of California’s Current Report on Form 8-K filed with the SEC on July 28, 2023 (the “Banc of California 8-K”).

Exhibits

The foregoing description of the Merger Agreement, the Voting Agreements, the Investment Agreements (collectively, the “Transaction Agreements”) and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the full text of such agreement, copies of which are attached to this Current Report on Form 8-K as Exhibit 2.1 and Exhibit 10.1 in the case of the Merger Agreement and the Voting Agreements, respectively, and Exhibit 10.2 and Exhibit 10.3 of the Banc of California 8-K in the case of the Investment Agreements. The Transaction Agreements have been included to provide investors with information regarding their respective terms. The Transaction Agreements are not intended to provide any other factual information about PacWest, Banc of California or their affiliates. The representations, warranties, covenants and agreements contained in the Transaction Agreements, and the other documents related thereto, were made only for purposes of such agreements as of the specific dates therein, were solely for the benefit of the parties to such Transaction Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to such Transaction Agreement, instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors and security-holders are not third-party beneficiaries under the Transaction Agreements and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the applicable Transaction Agreement, which subsequent information may or may not be fully reflected in PacWest’s public disclosures. The Transaction Agreements should not be read alone, but should instead be read in conjunction with the other information regarding Banc of California, PacWest, the Investors and each of their respective affiliates or their respective businesses, the summaries of the Transaction Agreements and the transactions contemplated thereby that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4 that will include a joint proxy statement of Banc of California and PacWest and a prospectus of Banc of California, as well as in the Forms 10-K, Forms 10-Q and other filings that each of PacWest and Banc of California makes with the SEC.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
2.1	Agreement and Plan of Merger, dated as of July 25, 2023, by and among PacWest Bancorp, Banc of California, Inc. and Cal Merger Sub, Inc.*

10.1	Form of Voting Agreement

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

FORWARD-LOOKING STATEMENTS

This document 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 the Investors in equity securities of Banc of California pursuant to 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 document, 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 PacWest stockholders and Banc of California stockholders within the time period provided in 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 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 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 or 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 or 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 that will contain a joint proxy statement/prospectus discussed below, when it becomes available, and other documents filed by PacWest or Bank of California from time to time with 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 document. 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 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 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 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.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

This document relates to the proposed transaction between PacWest and Banc of California and the proposed investment in Banc of California by the Investors. Banc of California intends to file a registration statement on Form S-4 with the SEC, which will include 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. After the registration statement has been filed and 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 joint proxy statement/prospectus (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) when they become available, 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 will be able to obtain free copies of the registration statement, the joint proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Banc or PacWest 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 www.pacwestbancorp.com, under the heading “SEC Filings” or https://investors.bancofcal.com, under the heading “Financials and 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 THE SOLICITATION

PacWest 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 will be able to 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 that will be filed, as well other documents filed by PacWest or Banc of California or 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, will be 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.

SIGNATURES

   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 31, 2023	PACWEST BANCORP

	By:	/s/ Paul W. Taylor
		Paul W. Taylor
		President and Chief Executive Officer

Filing Compare · PACWEST BANCORP