First California Seen in $200M Sale in Next Week

First California Financial Group (FCAL) is expected by the end of next week to announce a deal to sell itself for $200 million to $215 million, according to people familiar with the matter.

Bids were due in late July for the Westlake Village, Calif., bank, says one of three sources who spoke on condition of anonymity because the negotiations are private. PacWest Bancorp (PACW) in Los Angeles forced First California into play with an unsolicited, all-stock offer in the spring.

PacWest is viewed as a long shot to win the unusually public sales process, two of the sources say, in part because First California's board sought all-cash or cash-heavy bids. The cash preference whittled down the list of able bidders to very large or very profitable banks that have a lot of cash on hand or can generate it quickly, the same two sources say.

Two banks pegged as strong candidates to win the $2 billion-asset company are UnionBanCal in San Francisco and CVB Financial (CVBF) in Ontario, Calif. The $90 billion-asset UnionBanCal is the healthy and acquisitive U.S. banking arm of Bank of Tokyo's Mitsubishi UFJ Financial Group. CVB is a highly profitable $6.5 billion-asset institution that operates as Citizens Business Bank.

Another bank said to be interested but less likely to win the bidding is U.S. Bancorp (USB) in Minneapolis. The $353 billion-asset U.S. Bancorp is interested in expanding in California but has expressed a reluctance to strike pricey deals for small banks.

Representatives of First California and UnionBanCal declined to comment for this story. A call to CVB was unreturned by deadline.

Activist investors pressured First California to seek a buyer after PacWest made the unusually aggressive move of disclosing on May 8 that First California had rejected its all-stock offer worth about $212 million. First California said on Aug. 1 that it had hired Keefe, Bruyette & Woods to explore a sale or other options.

First California is expected to fetch a price that equals 150% to 160% of its tangible book, one of the sources says. That price would be between where its shares currently trade and the PacWest offer.

PacWest's share price fell nearly 17% in the three weeks after its bid became public. That sell-off made First California wary of accepting stock-heavy bid that would leave the final purchase price undetermined until closing, two of the sources say. First California wants the certainty that comes when paid in cash.

Buyers are often wary to part with cash because doing so depletes their tangible equity while mitigating shareholder dilution. Stock deals do the opposite. Banks with especially valuable shares prefer to pay in stock because doing so gives them a leg up in the bidding process over banks that trade at lower multiples to their equity.

UnionBanCal agreed in March to pay $1.5 billion in cash for Pacific Capital Bancorp in Santa Barbara, Calif. That deal is expected to close by yearend, which would give UnionBanCal ample time to prepare for an acquisition of First California that would likely close by the end of the first quarter. Pacific Capital and First California have beneficial overlap in Oxnard, Los Angeles and San Luis Obispo.

CVB's shares trade at a multiple of 186%. It posted a return on assets of 1.39% in the second quarter and an efficiency ratio of 44%. Its stock is an attractive currency, and it has the capital-generating strength to dole out a considerable amount of cash.

First California's shares closed Thursday at $6.85, down 1.44%. Shares of PacWest ($24.01), CVB ($12.25) and U.S. Bancorp ($34.04) each fell less than 1% on the day.