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ACQUISITIONS
9 Months Ended
Sep. 30, 2012
ACQUISITIONS  
ACQUISITIONS

 

NOTE 2—ACQUISITIONS

  • Pacific Western Equipment Finance Acquisition

        On January 3, 2012, Pacific Western Bank completed the acquisition of Pacific Western Equipment Finance (formerly known as Marquette Equipment Finance, which we refer to as EQF), an equipment leasing company located in Midvale, Utah. Pacific Western Bank acquired all of the capital stock of EQF for $35 million in cash. The acquisition diversified the Company's loan portfolio, expanded the Company's product lines, and deployed excess liquidity into higher yielding assets.

        At January 3, 2012, EQF had $160.1 million in gross leases outstanding and leases in process, with no leases on nonaccrual status. In addition, Pacific Western Bank assumed $154.8 million in outstanding debt and other liabilities, which included $128.7 million payable to EQF's former parent. Pacific Western Bank repaid EQF's intercompany debt on the closing date from its excess liquidity on deposit at the Federal Reserve Bank. EQF operates as a division of Pacific Western Bank.

  • Celtic Capital Corporation Acquisition

        On April 3, 2012, Pacific Western Bank completed the acquisition of Celtic Capital Corporation, or Celtic, an asset-based lending company based in Santa Monica, California. Celtic focuses on providing asset-based loans to borrowers in the $5 million and under loan market in the United States. Pacific Western Bank acquired all of the capital stock of Celtic for $18 million in cash. The acquisition diversified the Company's loan portfolio, expanded the Company's product lines, and deployed excess liquidity into higher yielding assets.

        At April 3, 2012, Celtic had $54.4 million in gross loans outstanding. In addition, Pacific Western Bank assumed $46.8 million in outstanding debt, which was repaid on the closing date. Celtic operates under the name Celtic Capital Corporation as a subsidiary of Pacific Western Bank.

  • American Perspective Bank Acquisition

        On August 1, 2012, Pacific Western Bank completed the acquisition of American Perspective Bank, or APB, located in San Luis Obispo, California. Pacific Western Bank acquired all of the outstanding common stock of APB for $58.1 million in cash. APB had two operating branches located in San Luis Obispo and Santa Maria, California, and a loan production office located in Paso Robles, California. This acquisition is expected to strengthen the Company's presence in the Central Coast region. The loan production office has been approved to open as a branch in the fourth quarter of 2012 and is expected to provide opportunity for expansion and additional growth in that region.

        At August 1, 2012, APB had $197.3 million in gross loans outstanding, $48.9 million in investment securities available-for-sale, and $219.6 million in deposits. In August 2012, we sold $45.6 million of APB's government-sponsored enterprise mortgage backed securities and collateralized mortgage obligations. We retained APB's municipal securities portfolio. Immediately following the completion of the acquisition, APB was merged with and into Pacific Western Bank.

        We completed the following acquisitions during the time period of January 1, 2012 to September 30, 2012, using the purchase method of accounting, and accordingly, the operating results of the acquired entities have been included in our consolidated financial statements from their respective dates of acquisition. The balance sheets are presented at estimated fair value as of their respective acquisition dates:

 
  Acquisition and Date Acquired  
 
  American
Perspective
Bank
  Celtic
Capital
Corporation
  Pacific Western
Equipment
Finance
 
 
  August
2012
  April
2012
  January
2012
 
 
  (In thousands)
 

Assets Acquired:

                   

Cash and due from banks

  $ 3,370   $ 3,602   $ 7,092  

Interest-earning deposits in financial institutions

    10,081          

Investment securities available-for-sale

    48,887          

FHLB stock

    1,412          

Loans and leases

    197,279     54,433     140,959  

Other real estate owned

    1,561          

Core deposit and customer relationship intangibles

    1,924     1,300     1,700  

Other intangible assets

        670     1,420  

Goodwill

    15,563     5,855     19,033  

Leases in process

            19,162  

Other assets

    3,718     430     467  
               

Total assets acquired

  $ 283,795   $ 66,290   $ 189,833  
               

Liabilities Assumed:

                   

Noninterest-bearing deposits

  $ 40,673   $   $  

Interest-bearing deposits

    178,891          

Borrowings from parent

            128,677  

Other borrowings

    5,315     46,804     15,839  

Accrued interest payable and other liabilities

    840     1,486     10,317  
               

Total liabilities assumed

  $ 225,719   $ 48,290   $ 154,833  
               

Cash consideration paid

  $ 58,076   $ 18,000   $ 35,000