8-K

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): May 31, 2013

PACWEST BANCORP

(Exact Name of Registrant as Specified in Its Charter)

Delaware	00-30747	33-0885320
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10250 Constellation Blvd., Suite 1640

Los Angeles, CA 90067

(Address of Principal Executive Offices and Zip Code)

Registrant’s Telephone Number, Including Area Code: (310) 286-1144

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨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 (17 CFR 240.14d-2(b))

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

Item 2.01.Completion of Acquisition or Disposition of Assets.

On May 31, 2013, PacWest Bancorp, a Delaware corporation (the “Company”), completed its previously announced acquisition (the “Merger”) of First California Financial Group, Inc., a Delaware corporation (“First California”) pursuant to the terms of the Agreement and Plan of Merger, dated as of November 6, 2012 (the “Merger Agreement”), between First California and the Company.  At the effective time of the Merger, First California merged with and into the Company, with the Company continuing as the surviving corporation.

Pursuant to the terms and conditions set forth in the Merger Agreement, each outstanding share of First California common stock was converted into the right to receive 0.2966 of a share of the common stock of the Company (the “Exchange Ratio”).  Holders of First California’s Series A Convertible Perpetual Preferred Stock converted their shares of preferred stock into shares of First California common stock prior to the Merger.  Each outstanding option to purchase a share of First California common stock became fully vested and, immediately after the Effective Time, was cancelled and the holder became entitled to receive an amount per share in cash, without interest, equal to the excess if any of $8.00 less the exercise price.  Each share of restricted stock became fully vested and was converted into the right to receive a number of shares of outstanding common stock of the Company equal to the Exchange Ratio.  Each share of the Company’s common stock remained outstanding and was unaffected by the Merger.

Immediately prior to the Merger, First California redeemed all outstanding shares of its Non-Cumulative Perpetual Preferred Stock, Series C, from the United States Department of the Treasury for $25,146,379.45 in cash.

Simultaneously with the closing of the Merger, First California Bank, a wholly-owned bank subsidiary of First California, merged with and into Pacific Western Bank, a wholly-owned bank subsidiary of the Company, with Pacific Western Bank continuing as the surviving bank.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 9, 2012 and is incorporated herein by reference.

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective May 31, 2013, in connection with the completion of the Merger and as contemplated by the terms of the Merger Agreement, the board of directors of the Company (the “Board”) expanded the size of the Board by two to fifteen and appointed Mr. Joseph N. Cohen and Dr. Antoinette T. Hubenette (each of whom served as a director of First California prior to the effective time of the Merger) to the Board.  Compensatory arrangements for the two new directors will be consistent with the Company’s previously disclosed standard arrangements for non-employee directors.  Such arrangements are described in the Company’s proxy statement for its 2013 annual meeting filed on April 10, 2013, which descriptions are incorporated herein by reference.  Information relating to the new directors as to service or expected service of the new directors on committees of the Board has not been determined at the timing of this filing.

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Item 8.01.Other Events.

On May 31, 2013, the Company issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1

Item 9.01.Financial Statements and Exhibits.

(a)  Financial statements of businesses acquired.

The Company intends to file the financial statements of the business acquired under cover of Form 8-K/A no later than 71 calendar days after the date this Report was required to be filed.

(b)  Pro forma financial information.

The Company intends to file pro forma financial information under cover of Form 8-K/A no later than 71 calendar days after the date this Report was required to be filed.

(d)  Exhibits.

Exhibit Number		Description
2.	1	Agreement and Plan of Merger, dated as of November 6, 2012, by and between PacWest Bancorp and First California Financial Group, Inc. (attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 9, 2012 and incorporated herein by reference)
99.	1	Press Release, dated May 31, 2013

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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 thereunto duly authorized.

	PACWEST BANCORP
Date: June 4, 2013	By:	/s/ Lynn M. Hopkins
	Name:	Lynn M. Hopkins
	Title:	Executive Vice President
		and Corporate Secretary

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EXHIBIT INDEX

Exhibit Number		Description
2.	1	Agreement and Plan of Merger, dated as of November 6, 2012, by and between PacWest Bancorp and First California Financial Group, Inc. (attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 9, 2012 and incorporated herein by reference)
99.	1	Press Release, dated May 31, 2013

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EX-99.1

Exhibit 99.1

PRESS RELEASE

PacWest Bancorp

(NASDAQ:  PACW)

Contact:	Matthew P. Wagner Chief Executive Officer PacWest Bancorp 10250 Constellation Boulevard Suite 1640 Los Angeles, CA 90067	Victor R. Santoro Executive Vice President & CFO PacWest Bancorp 10250 Constellation Boulevard Suite 1640 Los Angeles, CA 90067
Phone:	310-728-1020	310-728-1021
Fax:	310-201-0498	310-201-0498

FOR IMMEDIATE RELEASE MAY 31, 2013

PACWEST BANCORP ANNOUNCES THE COMPLETION OF ITS ACQUISITION OF
FIRST CALIFORNIA FINANCIAL GROUP

— Acquisition adds 6 branches after consolidation and approximately $1.7 billion in assets —

— Two First California Financial Group Directors Join the PacWest Board of Directors —

— First California Bank merged into Pacific Western Bank —

— Integration and systems conversion scheduled for June 14, 2013 —

Los Angeles, California...PacWest Bancorp (NASDAQ:  PACW) (“PacWest”) announced that today it completed its previously announced acquisition of First California Financial Group, Inc. (NASDAQ: FCAL) (“First California”).  As part of the acquisition, First California Bank, a wholly-owned subsidiary of First California, merged with and into PacWest’s wholly-owned banking subsidiary, Pacific Western Bank (“PWB”).

The acquisition, which was first announced on November 6, 2012, was concluded following receipt of shareholder approval from both institutions and all required regulatory approvals.  First California had $1.7 billion in assets as of March 31, 2013.  As of March 31, 2013, on a pro forma consolidated basis with First California, PacWest would have had approximately $7.0 billion in assets.

In the merger with First California, each share of First California common stock was converted into the right to receive 0.2966 of a share of PacWest common stock. The exchange ratio was calculated based on the volume-weighted average share price of PacWest common stock for the 20 consecutive trading days ending on the second full trading day prior to the receipt of the last of the regulatory approvals required under the merger agreement. PacWest is issuing an aggregate of approximately 8.3 million shares of PacWest common stock to First California stockholders (which include PacWest common shares issuable in exchange for First California’s Series A Preferred Stock).  Approximately $231,000 in cash is being delivered to holders of outstanding and unexercised First California options.  In addition, approximately one million shares of First California common stock currently owned by PacWest have been cancelled in the merger.  Based on the closing price of PacWest’s common stock on May 31, 2013 of $28.83 per share, the aggregate consideration to be paid to First California common stockholders and holders of options to acquire First California common stock, plus the cost of the First California shares of common stock cancelled in the merger, is approximately $243 million.

Effective May 31, 2013, Mr. Joseph Cohen and Antoinette Hubenette, M.D., former directors of First California, have joined PacWest Bancorp’s board of directors.

The integration of First California Bank systems and the conversion of First California Bank’s branches to PWB’s operating platform are scheduled to be completed over the weekend of June 14, 2013.  First California Bank has 15 branches, nine of which overlap with existing Pacific Western Bank branches.  Seven of the First California Bank branches will be closed as part of the integration and system conversion on June 14, 2013 and two PWB branches will subsequently be closed in the consolidation on June 21, 2013.The resulting net effect of this branch conversion and closure activity is that PWB will add six branches to its branch system.

ABOUT PACWEST BANCORP

PacWest is a bank holding company with $5.3 billion in assets as of March 31, 2013, with one wholly-owned banking subsidiary, PWB.  Through 68 full-service branches, excluding the 15 recently acquired branches of First California Bank which will be integrated on June 14, 2013, PWB provides commercial banking services, including real estate, construction, and commercial loans, to small and medium-sized businesses.  PWB’s branches are located throughout California in Los Angeles, Orange, Riverside, San Bernardino, Santa Barbara, San Diego, San Francisco, San Luis Obispo, San Mateo, and Ventura Counties.  Through its subsidiaries, BFI Business Finance and Celtic Capital Corporation, and its divisions, First Community Financial and Pacific Western Equipment Finance, PWB also provides working capital financing and equipment leasing to growing companies located throughout the United States, with a focus on the Southwest, primarily in Arizona, California, Utah, and Texas.  Additional information regarding PacWest is available on the Internet at www.pacwestbancorp.com.  Information regarding PWB is also available on the Internet at www.pacificwesternbank.com.

Contact information:

Matt Wagner, Chief Executive Officer, (310) 728-1020

Vic Santoro, Executive Vice President and CFO, (310) 728-1021