First California Relents, Agrees to Sell to PacWest

By Paul Davis November 06, 2012, 7:19 p.m. EST 2 Min Read

M&A

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First California Financial didn't have to look far to find a buyer, agreeing to sell to PacWest Bancorp in Los Angeles.

PacWest (PACW) will pay $231 million for the Westlake Village, Calif., company, or $8 a share, in an all-stock deal. First California (FCAL) had $2 billion in assets and 15 branches at Sept. 30.

PacWest had been coveting First California for months. It made public in May that First California had rejected an all-stock bid of $7.25 a share, or roughly $212 million. In January the Pohlad family was the first of several major investors to publicly urge First California's board to seek a buyer.

First California hired KBW's Keefe, Bruyette & Woods in August to explore whether to sell or stay independent.

Expectations of a sale peaked in September, though sources viewed PacWest as a long shot because First California's board had sought all-cash or cash-heavy bids. UnionBanCal in San Francisco and CVB Financial (CVBF) in Ontario, Calif., had been viewed as serious contenders. C.G. Kum, First California's president and chief executive, declined to provide an update on the process during a quarterly earnings conference call last month.

"As a result of this transaction, two premier organizations will come together to create one of the leading commercial banks headquartered in Los Angeles," Kum said in a press release Tuesday. “The combined bank will continue to offer the same dedication and high-quality service both institutions are known for, while providing customers with an even greater array of products and higher lending limits. We also believe this transaction provides opportunity for future shareholder value."

"We are very pleased to have reached this agreement," Matt Wagner, PacWest's chief executive, said in the same release. “The merger of these two organizations will create a valuable franchise for the stockholders of both companies."

The transaction is expected to close by March 31 and would lift PacWest to $7.5 billion in assets with 81 branches throughout California.

PacWest has been aggressive in its consolidation efforts in California. In April, the company reached an agreement to buy American Perspective Bank in San Luis Obispo, Calif., trumping an agreement the seller had with Umpqua Holding (UMPQ).

Skadden, Arps, Slate, Meagher & Flom served as First California's legal counsel. Castle Creek Financial acted as financial advisor to PacWest, and Sandler O'Neill delivered a fairness opinion. Wachtell, Lipton, Rosen & Katz was PacWest's legal counsel.

Paul Davis