Banc of California, Inc. (“Banc of California”) (NYSE: BANC)
today announced the appointments of Todd Schell, a principal of
Warburg Pincus LLC, and John M. Eggemeyer, Paul R. Burke, and Susan
E. Lester, each directors of PacWest Bancorp (“PacWest”), to the
board of directors of Banc of California (the “Board”), with Mr.
Eggemeyer to serve as Chairman of the Board, effective as of and
contingent upon the closing of the anticipated merger with PacWest.
The merger is expected to close on or about November 30, 2023,
subject to the satisfaction of remaining closing conditions
including receipt of the requisite stockholder approvals. In
connection with and contingent upon the closing of the merger,
esteemed directors Bonnie G. Hill, Denis P. Kalscheur, Jonah F.
Schnel and Robert D. Sznewajs will be retiring from the Board.
“We are very pleased to welcome Todd, John, Paul and Susan to
the Board, who bring with them a wealth of financial and banking
industry expertise and a deep familiarity with PacWest that will
accelerate our ability to realize the value created by our combined
company,” said Jared Wolff, Chairman, President and Chief Executive
Officer of Banc of California. “We continue to be very excited
about the prospects of the combined company and look forward to
closing the merger on or around November 30.”
“Furthermore, we would like to express our deep gratitude and
thanks to Bob, Bonnie, Denis and Jonah for their invaluable
contributions and dedication to Banc of California over their years
of service,” Mr. Wolff added. “Their tremendous leadership and
guidance were instrumental in leading Banc of California to this
important milestone.”
Todd Schell, Principal in Warburg Pincus LLC’s Financial
Services group, commented, “Warburg Pincus looks forward to the
successful closing of this transformational merger and we are
excited about the opportunity to create substantial value from the
combined business.”
Mr. Schell continued, “We are well positioned to build
California’s premier relationship-focused business bank. We have
been impressed with the camaraderie and diligence of the combined
team and recognize the substantial planning it took to get us to
this point. I look forward to working with my fellow Board members
to help the company achieve its strategic goals and deliver for all
of our shareholders well into the future.”
About Banc of California,
Inc.
Banc of California, Inc. (NYSE: BANC) is a bank holding company
with $9.25 billion in assets at September 30, 2023 and one
wholly-owned banking subsidiary, Banc of California, N.A. (the
“Bank”). The Bank has 32 offices including 26 full-service branches
located throughout Southern California. Through our dedicated
professionals, we provide customized and innovative banking and
lending solutions to businesses, entrepreneurs and individuals
throughout California, and full stack payment processing solution
through our subsidiary Deepstack Technologies. We help to improve
the communities where we live and work, by supporting organizations
that provide financial literacy and job training, small business
support and affordable housing. With a commitment to service and to
building enduring relationships, we provide a higher standard of
banking. We look forward to helping you achieve your goals. For
more information, please visit us at www.bancofcal.com.
About Warburg Pincus
Warburg Pincus LLC is a leading global growth investor. The firm
has more than $83 billion in assets under management. The firm’s
active portfolio of more than 250 companies is highly diversified
by stage, sector, and geography. Warburg Pincus is an experienced
partner to management teams seeking to build durable companies with
sustainable value. The firm has a nearly 30-year history of
investing in the banking sector, having invested over $3.5 billion
in 21 regulated banking institutions around the world. Notable U.S.
bank investments include Dime Bancorp, Mellon Bank, Webster
Financial, Sterling Financial and National Penn Bancshares. Founded
in 1966, Warburg Pincus has raised 20 private equity and 2 real
estate funds, which have invested more than $112 billion in over
1,000 companies in more than 40 countries. The firm is
headquartered in New York with offices in Amsterdam, Beijing,
Berlin, Hong Kong, Houston, London, Luxembourg, Mumbai, Mauritius,
San Francisco, São Paulo, Shanghai, and Singapore. For more
information, please visit www.warburgpincus.com. Follow us on
LinkedIn.
Cautionary Statements Regarding
Forward-Looking Information
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction between Banc of California and PacWest and
the proposed investment by Warburg Pincus LLC and Centerbridge
Partners, L.P. (collectively, the “Investors”) in equity securities
of Banc of California pursuant to the investment agreements entered
into between the Investors and Banc of California (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 of California 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 of
Banc of California’s and PacWest’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 Banc of California 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 to satisfy the conditions to the consummation
of the proposed transaction, including obtaining the requisite
approval of the Banc of California stockholders and PacWest
stockholders within the time period provided in the Agreement and
Plan of Merger, dated July 25, 2023, by and among PacWest, Banc of
California and Cal Merger Sub, Inc. (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 Banc of California’s and PacWest’s business
relationships, operating results and business generally; (vi) risks
that the proposed transaction disrupts current plans and operations
of Banc of California and PacWest; (vii) potential difficulties in
retaining Banc of California and PacWest customers and employees as
a result of the proposed transaction; (viii) Banc of California’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 of the Federal Reserve System benchmark rate and duration
at which such increased interest rate levels are maintained, which
could adversely affect Banc of California’s and PacWest’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 Banc of
California’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 of California’s and
PacWest’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 Banc of California or PacWest and the
possibility that any such regulatory authority may, among other
things, limit Banc of California’s or PacWest’s business
activities, restrict Banc of California’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 of
California’s or PacWest’s allowance for credit losses, result in
write-downs of asset values, restrict Banc of California’s or
PacWest’s ability or that of Banc of California’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 of California 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
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 Banc of California, PacWest or their respective
directors and officers, including the effects of any outcomes
related thereto; (xxix) volatility in the trading price of Banc of
California’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 the
registration statement (as defined below), and other documents
filed by Banc of California 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 of California nor PacWest
presently knows or that Banc of California or PacWest 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 Banc of
California’s and PacWest’s expectations, plans or forecasts of
future events and views as of the date of this document. Banc of
California and PacWest anticipate that subsequent events and
developments will cause Banc of California’s and PacWest’s
assessments to change. While Banc of California and PacWest may
elect to update these forward-looking statements at some point in
the future, Banc of California 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 of California’s and PacWest’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 Banc of California nor PacWest gives any
assurance that either Banc of California or PacWest, or the
combined company, will achieve the results or other matters set
forth in the forward-looking statements.
No Offer or Solicitation
This press release 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.
Additional Information and Where to Find It
This document relates to the proposed transaction between Banc
of California and PacWest and the proposed investment in Banc of
California by Investors. On August 28, 2023, Banc of California
filed a registration statement on Form S-4 (the “registration
statement”) with the SEC (as amended on September 29, 2023, further
amended on October 16, 2023 and as further amended on October 19,
2023), which includes a joint proxy statement/prospectus (the
“joint proxy statement/prospectus”) of Banc of California and
PacWest 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 and also constitutes a prospectus of
Banc of California. The registration statement was declared
effective by the SEC on October 20, 2023 and the definitive joint
proxy statement / prospectus was first mailed on or around October
23, 2023 to Banc of California’s and PacWest’s 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.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND
SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE ENTIRE
REGISTRATION STATEMENT AND DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO), AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AND
THE DEFINITIVE VERSIONS THEREOF, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO SUCH DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Investors and security holders may obtain free copies of the
registration statement, the definitive joint proxy
statement/prospectus and all other relevant documents filed with
the SEC by Banc of California or PacWest through the website
maintained by the SEC at www.sec.gov.
The documents filed by Banc of California or PacWest with the
SEC also may be obtained free of charge at Banc of California’s or
PacWest’s website at https://investors.bancofcal.com, under the
heading “Financials and Filings” or www.pacwestbancorp.com, under
the heading “SEC Filings” , respectively, or upon written request
to Banc of California, Attention: Investor Relations, 3 MacArthur
Place, Santa Ana, CA 92707 or PacWest, Attention: Investor
Relations, 9701 Wilshire Boulevard, Suite 700, Beverly Hills, CA
90212, respectively.
Participants in Solicitation
Banc of California and PacWest and their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from Banc of California’s stockholders or
PacWest’s stockholders in connection with the proposed transaction
under the rules of the SEC. Banc of California’s stockholders,
PacWest’s stockholders and other interested persons may obtain,
without charge, more detailed information regarding the names,
affiliations and interests of directors and executive officers of
Banc of California and PacWest in the registration statement, as
well as other documents filed by Banc of California or PacWest 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 Banc of California’s or PacWest’s
stockholders in connection with the proposed transaction and a
description of their direct and indirect interests, by security
holdings or otherwise, is included in the definitive joint proxy
statement/prospectus and other relevant materials filed with the
SEC regarding the proposed transaction. 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 Banc of California or PacWest will
also be available free of charge from Banc of California or PacWest
using the contact information above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231026490280/en/
Investor Relations Inquiries:
Banc of California, Inc. (855) 361-2262 Jared Wolff, (949)
385-8700 Joe Kauder, (310) 844-5224
Media Contacts:
Debora Vrana, Banc of California (213) 999-4141
deb.vrana@bancofcal.com
Banc of California (NYSE:BANC)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Banc of California (NYSE:BANC)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024