0001104659-14-026509.txt : 20140409 0001104659-14-026509.hdr.sgml : 20140409 20140408202230 ACCESSION NUMBER: 0001104659-14-026509 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20140407 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140409 DATE AS OF CHANGE: 20140408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACWEST BANCORP CENTRAL INDEX KEY: 0001102112 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 330885320 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36408 FILM NUMBER: 14752290 BUSINESS ADDRESS: STREET 1: 6110 EL TORDO CITY: RANCHO SANTA FE STATE: CA ZIP: 92067 BUSINESS PHONE: 8587563023 MAIL ADDRESS: STREET 1: 275 NORTH BREA BLVD CITY: BREA STATE: CA ZIP: 92821 FORMER COMPANY: FORMER CONFORMED NAME: FIRST COMMUNITY BANCORP /CA/ DATE OF NAME CHANGE: 19991229 8-K 1 a14-9935_18k.htm 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) April 7, 2014

PACWEST BANCORP

(Exact name of registrant as specified in its charter)

Delaware		000-30747		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)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

Item 1.01. Entry into a Material Definitive Agreement.

The information set forth under Item 2.03 is incorporated into this Item 1.01 by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On April 7, 2014, pursuant to the Agreement and Plan of Merger, dated as of July 22, 2013, as amended (the “Merger Agreement”), between PacWest Bancorp, a Delaware corporation (the “Company”), and CapitalSource Inc., a Delaware corporation (“CapitalSource”), CapitalSource merged with and into the Company with the Company continuing as the surviving corporation (the “Merger”). Immediately after the Merger, CapitalSource Bank, a wholly-owned bank subsidiary of CapitalSource, merged with and into Pacific Western Bank, a wholly-owned bank subsidiary of the Company, with Pacific Western Bank continuing as the surviving bank.

Pursuant to the terms and conditions set forth in the Merger Agreement, each outstanding share of CapitalSource common stock, par value $0.01 per share (“CapitalSource Common Stock”) (other than shares held by CapitalSource as treasury stock or owned by the Company or any direct or indirect wholly owned subsidiary of the Company or CapitalSource, which shares were cancelled), was converted into the right to receive $2.47 in cash and 0.2837 of a share of Company common stock, par value $0.01 per share (“Company Common Stock”). For each fractional share that would have otherwise been issued, the Company will pay cash in an amount equal to such fraction multiplied by $44.06 (the “Average Closing Price”), which was the average closing price of Company Common Stock as quoted on NASDAQ over the 15 trading days ended on April 4, 2014.

The number of shares of Company Common Stock that holders of CapitalSource equity awards will receive is based on $14.97, the per share value of the merger consideration when the Merger was consummated (the “Per Share Value”). The Per Share Value was calculated by adding (i) $2.47 (the cash portion of the per share merger consideration) and (ii) the product of 0.2837 (the fraction of a share of Company Common Stock comprising the stock portion of the merger consideration) multiplied by the Average Closing Price. Effective upon the consummation of the Merger:

i. each outstanding option to purchase shares of CapitalSource Common Stock, whether vested or unvested, that is in-the-money (that is, has an exercise price less than the Per Share Value) vested (to the extent it is not already vested) and each such outstanding option was converted into the right to receive a number of shares of Company Common Stock equal to (i) the number of shares of CapitalSource Common Stock subject to the option immediately before the Merger was consummated, multiplied by (ii) the excess of the Per Share Value over the exercise price of the option, divided by (iii) the Average Closing Price; and options with an exercise price greater than or equal to the Per Share Value, whether vested or unvested, were cancelled for no consideration;

ii. each CapitalSource restricted stock unit and restricted stock award vested in full (to the extent not vested) and was converted into the right to receive a number of shares of Company Common Stock equal to (i) the number of shares of CapitalSource Common Stock subject to the award, multiplied by (ii) the Per Share Value, divided by (iii) the Average Closing Price, plus any accrued but unpaid dividend equivalents; and

iii. subject to certain exceptions, each CapitalSource deferred unit vested in full (to the extent not vested) and was converted into the right to receive a number of shares of Company Common Stock equal to (i) the number of shares of CapitalSource Common Stock underlying such deferred unit, multiplied by (ii) the Per Share Value, divided by (iii) the Average Closing Price, plus any accrued but unpaid dividend equivalents.

For each fractional share that would have otherwise been issued with respect to CapitalSource options, restricted stock unit awards, restricted stock awards and deferred units, the Company will pay cash in an amount equal to such fraction multiplied by the Average Closing Price. The shares issuable are subject to reduction by applicable taxes required to be withheld.

As a result of the Merger, the Company will deliver approximately $483.1 million in cash and approximately 56.7 million shares of Company Common Stock to the former holders of CapitalSource Common Stock. Former holders of CapitalSource Common Stock as a group have the right to receive shares of Company Common Stock in the Merger constituting approximately 55% of the outstanding shares of Company Common Stock immediately after the Merger. As a result, holders of Company Common Stock immediately prior to the Merger, as a group, own approximately 45% of the outstanding shares of the Company Common Stock immediately after the Merger. The cash portion of the merger consideration was funded through consolidated cash on hand from the combined entity.

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 July 26, 2013, and Amendment No. 1 to the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 20, 2013, both of which are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

In connection with the Merger, the Company assumed CapitalSource’s guarantees with respect to the following securities.

Pursuant to a First Supplemental Indenture, dated as of April 7, 2014, among the Company, CapitalSource, CapitalSource Finance LLC and Wilmington Trust Company, as trustee, the Company assumed CapitalSource’s rights, duties and obligations under the Junior Subordinated Indenture, dated as of November 21, 2005, among CapitalSource Finance LLC, CapitalSource and Wilmington Trust Company, as trustee, with respect to CapitalSource’s guarantee of the due and punctual payment of principal and premium, if any, and interest on $82.5 million in original issuance amount of the junior subordinated debt securities issued by CapitalSource Finance LLC under such Junior Subordinated Indenture.

Pursuant to a First Supplemental Indenture, dated as of April 7, 2014, among the Company, CapitalSource, CapitalSource Finance LLC and The Bank of New York Mellon Trust Company, N.A., as trustee, the Company assumed CapitalSource’s rights, duties and obligations under the Junior Subordinated Indenture, dated as of February 22, 2006, among CapitalSource Finance LLC, CapitalSource and The Bank of New York Mellon Trust Company, N.A., as trustee, with respect to CapitalSource’s guarantee of the due and punctual payment of principal and premium, if any, and interest on $51.5 million in original issuance amount of the junior subordinated debt securities issued by CapitalSource Finance LLC under such Junior Subordinated Indenture.

Pursuant to a First Supplemental Indenture, dated as of April 7, 2014, among the Company, CapitalSource, CapitalSource Finance LLC and Wells Fargo Bank, N.A., as trustee, the Company assumed CapitalSource’s rights, duties and obligations under the Junior Subordinated Indenture, dated as of December 5, 2006, among CapitalSource Finance LLC, CapitalSource and Wells Fargo Bank, N.A., as trustee, with respect to CapitalSource’s guarantee of the due and punctual payment of principal and premium, if any, and interest on $16.5 million in original issuance amount of the junior subordinated debt securities issued by CapitalSource Finance LLC under such Junior Subordinated Indenture.

Pursuant to a First Supplemental Indenture, dated as of April 7, 2014, among the Company, CapitalSource, CapitalSource Finance LLC and Wilmington Trust Company, as trustee, the Company assumed CapitalSource’s rights, duties and obligations under the Junior Subordinated Indenture, dated as of December 19, 2006, among CapitalSource Finance LLC, CapitalSource and Wilmington Trust Company, as trustee, with respect to CapitalSource’s guarantee of the due and punctual payment of principal and premium, if any, and interest on $6.6 million in original issuance amount of the junior subordinated debt securities issued by CapitalSource Finance LLC under such Junior Subordinated Indenture.

Pursuant to a First Supplemental Indenture, dated as of April 7, 2014, among the Company, CapitalSource, CapitalSource Finance LLC and Wilmington Trust Company, as trustee, the Company assumed CapitalSource’s rights, duties and obligations under the Junior Subordinated Indenture, dated as of June 13, 2007, among CapitalSource Finance LLC, CapitalSource and Wilmington Trust Company, as trustee, with respect to CapitalSource’s guarantee of the due and punctual payment of principal and premium, if any, and interest on $39.2 million in original issuance amount of the junior subordinated debt securities issued by CapitalSource Finance LLC under such Junior Subordinated Indenture.

Pursuant to an Assignment and Assumption Agreement, dated as of April 7, 2014, among the Company, CapitalSource and The Bank of New York Mellon Trust Company, N.A., as trustee, the Company assumed CapitalSource’s rights, duties and obligations under the Parent Guarantee Agreement, dated as of December 14, 2005, between CapitalSource and The Bank of New York Mellon Trust Company, N.A. with respect to CapitalSource’s guarantee of the due and punctual payment of principal and premium, if any, and interest on $128.9 million in original issuance amount of the junior subordinated debt securities issued by CapitalSource Finance LLC under the Junior Subordinated Indenture, dated as of December 14, 2005, among CapitalSource Finance LLC, CapitalSource and The Bank of New York Mellon Trust Company, N.A., as trustee.

Pursuant to an Assignment and Assumption Agreement, dated as of April 7, 2014, among the Company, CapitalSource and The Bank of New York Mellon Trust Company, N.A., as trustee, the Company assumed CapitalSource’s rights, duties and obligations under the Parent Guarantee Agreement, dated as of September 27, 2006, between CapitalSource and The Bank of New York Mellon Trust Company, N.A. with respect to CapitalSource’s guarantee of the due and punctual payment of principal and premium, if any, and interest on $51.6 million in original issuance amount of the junior subordinated debt securities issued by CapitalSource Finance LLC under the Junior Subordinated Indenture, dated as of September 27, 2006, among CapitalSource Finance LLC, CapitalSource and The Bank of New York Mellon Trust Company, N.A., as trustee.

Pursuant to an Assignment and Assumption Agreement, dated as of April 7, 2014, among the Company, CapitalSource and The Bank of New York Mellon Trust Company, N.A., as trustee, the Company assumed CapitalSource’s rights, duties and obligations under the Parent Guarantee Agreement, dated as of September 29, 2006, between CapitalSource and The Bank of New York Mellon Trust Company, N.A. with respect to CapitalSource’s guarantee of the due and punctual payment of principal and premium, if any, and interest on $25.8 million in original issuance amount of the junior subordinated debt securities issued by CapitalSource Finance LLC under the Junior Subordinated Indenture, dated as of September 29, 2006, among CapitalSource Finance LLC, CapitalSource and The Bank of New York Mellon Trust Company, N.A., as trustee.

The foregoing descriptions of the First Supplemental Indentures and the Assignment and Assumption Agreements do not purport to be complete and are qualified in their entirety by reference to the applicable documents which are filed as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5 hereto, with respect to the First Supplemental Indentures, and Exhibits 10.1, 10.2 and 10.3 hereto, with respect to the Assignment and Assumption Agreements, and are incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

The information set forth under Items 2.01 and 5.02 are incorporated into this Item 5.01 by reference.

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

On April 7, 2014, effective upon the consummation of the Merger, each of Mark N. Baker, Joseph N. Cohen, Stephen M. Dunn, Antoinette Hubenette, M.D., George E. Langley, Arnold W. Messer and John W. Rose resigned from the Board of Directors (the “Board”) of the Company. Pursuant to the terms of the Merger Agreement, on April 8, 2014, the remaining Board (consisting of Craig A. Carlson, John M. Eggemeyer III, Barry C. Fitzpatrick, Susan E. Lester, Timothy B. Matz, Daniel B. Platt, Robert A. Stine and Matthew P. Wagner) reduced its size by two to thirteen and appointed five of the directors of CapitalSource (who were designated by CapitalSource) to serve on the Board until such time as their respective successors are duly elected and qualified or until their earlier resignation or removal. Those five individuals are Andrew B. Fremder, C. William Hosler, Douglas (Tad) Lowrey, Roger H. Molvar and James J. Pieczynski. Mr. Eggemeyer continues as the chairman of the Board and Mr. Fitzpatrick was appointed as the lead independent director. In addition, Mr. Pieczynski, Victor R. Santoro, Mr. Wagner and Jared M. Wolff will serve as employee directors of Pacific Western Bank, and Mr. Langley, Mr. Lowrey and Mr. Messer will serve as non-employee directors of Pacific Western Bank. Mr. Lowrey will serve as chairman of the board of Pacific Western Bank.

Individual appointments to the various committees of the Board are as follows (an asterisk denotes the chairperson of the applicable committee):

Asset/Liability Management Committee	Audit Committee	Compensation, Nomination and Governance Committee	Executive Committee	Risk Committee
Andrew B. Fremder*	Craig A. Carlson	Barry C. Fitzpatrick	Craig A. Carlson	Craig A. Carlson*
Susan E. Lester	C. William Hosler	C. William Hosler	John M. Eggemeyer III*	Susan E. Lester
Douglas (Tad) Lowrey	Susan E. Lester*	Timothy B. Matz	Barry C. Fitzpatrick	Douglas (Tad) Lowrey
James J. Pieczynski	Timothy B. Matz	Roger H. Molvar	Andrew B. Fremder	Roger H. Molvar
Daniel B. Platt	Roger H. Molvar	Robert A. Stine*	Susan E. Lester	James J. Pieczynski
Matthew P. Wagner			Robert A. Stine	Daniel B. Platt
			Matthew P. Wagner	Matthew P. Wagner

Compensatory arrangements for the non-employee directors of the Company will consist of:

i. Annual Retainers for Board Service: An annual cash retainer of $150,000 for the chairman, $110,000 for the lead independent director and $75,000 for each other non-employee director serving on the Board, each paid in quarterly installments.

ii. Annual Retainer for Pacific Western Bank Board Service: An annual retainer cash retainer of $50,000 for non-employee directors serving on the board of Pacific Western Bank, paid in quarterly installments.

iii. Committee Chair Fees: Annual retainers for the non-employee chairpersons of each of the Board committees (other than the Executive Committee) of $35,000, each paid in quarterly installments.

iv. Equity Grants: Annual grants of fully-vested shares of Company Common Stock of approximately $50,000, based on the closing price of Company Common Stock on the date of grant. The chairman of the Board receives an additional annual grant of fully-vested shares of Company Common Stock of approximately $50,000.

Employee directors will not receive compensation for service on the Board.

On April 8, 2014, the Board and the Pacific Western Bank board appointed the following executive officers:

Name		Office(s)

Matthew P. Wagner		Chief Executive Officer and President of the Company; Chief Executive Officer of Pacific Western Bank

Christopher D. Blake		Executive Vice President and Director of Human Resources of the Company and Pacific Western Bank

Suzanne R. Brennan		Executive Vice President and Chief Risk Officer of the Company and Pacific Western Bank

Mark A. Christian		Executive Vice President and Manager, Operations and Systems of the Company and Pacific Western Bank

Bryan M. Corsini		Executive Vice President and Chief Credit Officer of the Company; Executive Vice President of Pacific Western Bank

Lynn M. Hopkins		Executive Vice President and Chief Accounting Officer of the Company and Pacific Western Bank

Kori L. Ogrosky		Executive Vice President, General Counsel and Corporate Secretary of the Company; Executive Vice President and Corporate Secretary of Pacific Western Bank

James J. Pieczynski		Executive Vice President of the Company; President of CapitalSource, a division of Pacific Western Bank

Victor R. Santoro		Executive Vice President and Chief Financial Officer of the Company and Pacific Western Bank

Jared M. Wolff		Executive Vice President of the Company; President of Pacific Western Bank

Each of the executive officers was appointed to serve in their respective capacities until such time as his or her successor is duly elected and qualified or until his or her earlier resignation or removal. While Daniel B. Platt will continue service on the Board, he retired as an officer of the Company effective April 7, 2014.

Information about the Company’s principal executive officer, president, principal financial officer, and principal accounting officer is set forth in the Company’s proxy statement for its 2013 annual meeting filed on April 10, 2013 under the caption “Executive Officers”, which information is incorporated herein by reference.

Item 8.01. Other Events.

On April 8, 2014, the Company issued a press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

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 is 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 is required to be filed.

(d) Exhibits

See Exhibit Index.

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 hereunto duly authorized.

Date: April 8, 2014

	PACWEST BANCORP

	By:	/s/ Kori L. Ogrosky
	Name:	Kori L. Ogrosky
	Title:	Executive Vice President, General Counsel & Corporate Secretary

EXHIBIT INDEX

Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of July 22, 2013, between PacWest Bancorp and CapitalSource Inc. (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 26, 2013 and incorporated herein by reference).

2.2		Amendment No. 1 to Agreement and Plan of Merger, dated as of December 20, 2013, between PacWest Bancorp and CapitalSource Inc. (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 20, 2013 and incorporated herein by reference).

4.1		First Supplemental Indenture dated as of April 7, 2014, among PacWest Bancorp, CapitalSource Inc., CapitalSource Finance LLC and Wilmington Trust Company (relating to 2005-1 securities).

4.2		First Supplemental Indenture dated as of April 7, 2014, among PacWest Bancorp, CapitalSource Inc., CapitalSource Finance LLC and The Bank of New York Mellon Trust Company, N.A. (relating to 2006-1 securities).

4.3		First Supplemental Indenture dated as of April 7, 2014, among PacWest Bancorp, CapitalSource Inc., CapitalSource Finance LLC and Wells Fargo Bank, N.A. (relating to 2006-4 securities).

4.4		First Supplemental Indenture dated as of April 7, 2014, among PacWest Bancorp, CapitalSource Inc., CapitalSource Finance LLC and Wilmington Trust Company (relating to 2006-5 securities).

4.5		First Supplemental Indenture dated as of April 7, 2014, among PacWest Bancorp, CapitalSource Inc., CapitalSource Finance LLC and Wilmington Trust Company (relating to 2007-2 securities).

10.1		Assignment and Assumption Agreement, dated as of April 7, 2014, among PacWest Bancorp, CapitalSource Inc. and The Bank of New York Mellon Trust Company, N.A. (relating to 2005-2 securities).

10.2		Assignment and Assumption Agreement, dated as of April 7, 2014, among PacWest Bancorp, CapitalSource Inc. and The Bank of New York Mellon Trust Company, N.A. (relating to 2006-2 securities).

10.3		Assignment and Assumption Agreement, dated as of April 7, 2014, among PacWest Bancorp, CapitalSource Inc. and The Bank of New York Mellon Trust Company, N.A. (relating to 2006-3 securities).

99.1		Press Release, dated April 8, 2014.

EX-4.1 2 a14-9935_1ex4d1.htm EX-4.1

Exhibit 4.1

EXECUTION VERSION

FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE dated as of April 7, 2014 is by and among Wilmington Trust Company, a Delaware trust company, as Trustee (herein, together with its successors in interest, the “Trustee”), PacWest Bancorp, a Delaware corporation (the “Successor Guarantor”), CapitalSource Finance LLC, a Delaware limited liability company (the “Company”), and CapitalSource Inc., a Delaware corporation (the “Guarantor”), under the Indenture referred to below.

RECITALS

WHEREAS, the Trustee, the Company and the Guarantor are parties to that certain Junior Subordinated Indenture dated as of November 21, 2005 (the “Indenture”), pursuant to which the Company issued its Floating Rate Junior Subordinated Notes due December 15, 2035;

WHEREAS, as permitted by the terms of the Indenture, pursuant to an Agreement and Plan of Merger, dated as of July 22, 2013, as amended, the Guarantor will merge with and into the Successor Guarantor (the “Merger”) with the Successor Guarantor as the surviving corporation; and

WHEREAS, the parties hereto are entering into this First Supplemental Indenture pursuant to, and in accordance with, Articles VIII and IX of the Indenture.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Trustee, the Company, the Guarantor and the Successor Guarantor hereby agree as follows:

SECTION 1. Definitions. All capitalized terms used herein that are defined in the Indenture, either directly or by reference therein, shall have the respective meanings assigned them in the Indenture except as otherwise provided herein or unless the context otherwise requires.

SECTION 2. Assumption of Obligations.

(a) Pursuant to, and in compliance and accordance with, Section 8.1(b) of the Indenture, the Successor Guarantor hereby expressly assumes the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of the Indenture on the part of the Guarantor to be performed or observed.

(b) Pursuant to, and in compliance and accordance with, Section 8.2 of the Indenture, the Successor Guarantor succeeds to, and is substituted for, and may exercise every right and power of, the Guarantor under the Indenture with the same effect as if the Successor Guarantor had been named as the Guarantor therein, and the Guarantor is discharged from all obligations and covenants under the Indenture and the Securities.

(c) The Successor Guarantor also succeeds to, and is substituted for, and may exercise every right and power of, the Guarantor under the Amended and Restated Trust Agreement, dated as of November 21, 2005 (the “Trust Agreement”), with the same effect as if the Successor Guarantor had been named as the Guarantor therein, and the Guarantor is discharged from all obligations and covenants under the Trust Agreement and the Securities.

SECTION 3. Representations and Warranties. The Successor Guarantor represents and warrants that (a) it has all necessary corporate power and authority to execute and deliver this First Supplemental Indenture and to perform the Indenture, (b) it will be, upon the effectiveness of this First Supplemental Indenture, the successor of the Guarantor pursuant to the Merger effected in accordance with applicable law, (c) it is a corporation organized and existing under the laws of Delaware, (d) immediately after giving effect to the Merger and this First Supplemental Indenture, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, has happened and is continuing and (e) this First Supplemental Indenture is executed and delivered pursuant to Article VIII and Article IX of the Indenture and does not require the consent of the Holders. The Guarantor represents and warrants that immediately before giving effect to the Merger and this First Supplemental Indenture, no Event of Default, and no event that, after notice or lapse of time or both, would become an Event of Default before giving effect to the Merger and this First Supplemental Indenture, has happened and is continuing.

SECTION 4. Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that:

(a) the Trustee shall have executed and delivered a counterpart of this First Supplemental Indenture and shall have received one or more counterparts of this First Supplemental Indenture executed by the Company, the Successor Guarantor and the Guarantor;

(b) the Trustee shall have received an Officers’ Certificate stating that (i) in the opinion of the signers, the Merger and this First Supplemental Indenture comply with Article VIII of the Indenture (ii) in the opinion of the signers, all conditions precedent therein (including covenants, compliance with which constitutes a condition precedent) provided for relating to the Merger and this First Supplemental Indenture have been complied with and (iii) the execution of this First Supplemental Indenture is authorized or permitted by the Indenture;

(c) the Trustee shall have received an Opinion of Counsel stating that (i) the Merger and this First Supplemental Indenture comply with Article VIII of the Indenture (ii) all conditions precedent therein (including covenants,

compliance with which constitutes a condition precedent) provided for relating to the Merger and this First Supplemental Indenture have been complied with, subject to the assumptions and qualifications set forth therein and (iii) the execution of this First Supplemental Indenture is authorized or permitted by the Indenture; and

(d) the Successor Guarantor and the Guarantor shall have duly executed and filed with the Secretary of State of the State of Delaware the Certificate of Merger in connection with the Merger.

SECTION 5. Reference to the Indenture.

(a) Upon the effectiveness of this First Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Indenture, as affected, amended and supplemented hereby.

(b) Upon the effectiveness of this First Supplemental Indenture, each reference in the Securities to the Indenture including each term defined by reference to the Indenture shall mean and be a reference to the Indenture or such term, as the case may be, as affected, amended and supplemented hereby.

(c) The Indenture, as amended and supplemented hereby, shall remain in full force and effect and is hereby ratified and confirmed.

SECTION 6. Execution in Counterparts. This First Supplemental Indenture may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.

SECTION 7. Governing Law; Binding Effect. This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective successors and assigns.

SECTION 8. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or the due execution thereof by the Company, the Guarantor or the Successor Guarantor. The recitals of fact contained herein shall be taken as the statements solely of the Company, the Guarantor or the Successor Guarantor, and the Trustee assumes no responsibility for the correctness thereof.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first written above.

CapitalSource Finance LLC


By:	/s/ John A. Bogler
	Name:	John A. Bogler
	Title:	Chief Financial Officer

CapitalSource Inc.


By:	/s/ John A. Bogler
	Name:	John A. Bogler
	Title:	Chief Financial Officer

PacWest Bancorp


By:	/s/ Victor R. Santoro
	Name:	Victor R. Santoro
	Title:	Executive Vice President and
		Chief Financial Officer

Wilmington Trust Company, not in its individual capacity, but solely as Trustee


By:	/s/ Michael H. Wass
	Name:	Michael H. Wass
	Title:	Assistant Vice President

EX-4.2 3 a14-9935_1ex4d2.htm EX-4.2

Exhibit 4.2

EXECUTION VERSION

FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE dated as of April 7, 2014 is by and among The Bank of New York Mellon Trust Company, N.A., not in its individual capacity, but solely as successor-in-interest to JPMorgan Chase Bank, National Association, not in its individual capacity, but solely as Trustee (herein, together with its successors in interest, the “Trustee”), PacWest Bancorp, a Delaware corporation (the “Successor Guarantor”), CapitalSource Finance LLC, a Delaware limited liability company (the “Company”), and CapitalSource Inc., a Delaware corporation (the “Guarantor”), under the Indenture referred to below.

RECITALS

WHEREAS, the Trustee, the Company and the Guarantor are parties to that certain Junior Subordinated Indenture dated as of February 22, 2006 (the “Indenture”), pursuant to which the Company issued its Junior Subordinated Notes due April 30, 2036;

WHEREAS, the parties hereto are entering into this First Supplemental Indenture pursuant to, and in accordance with, Articles VIII and IX of the Indenture.

SECTION 2. Assumption of Obligations.

(c) The Successor Guarantor also succeeds to, and is substituted for, and may exercise every right and power of, the Guarantor under the Amended and Restated Trust Agreement, dated as of February 22, 2006 (the “Trust Agreement”), with the same effect as if the Successor Guarantor had been named as the Guarantor therein, and the Guarantor is discharged from all obligations and covenants under the Trust Agreement and the Securities.

SECTION 4. Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that:

(c) the Trustee shall have received an Opinion of Counsel stating that (i) the Merger and this First Supplemental Indenture comply with Article VIII of the Indenture and (ii) all conditions precedent therein provided for relating to the Merger have been complied with, subject to the assumptions and qualifications set forth therein; and

(d) the Successor Guarantor and the Guarantor shall have duly executed and filed with the Secretary of State of the State of Delaware the Certificate of Merger in connection with the Merger.

SECTION 5. Reference to the Indenture.

(c) The Indenture, as amended and supplemented hereby, shall remain in full force and effect and is hereby ratified and confirmed.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first written above.

CapitalSource Finance LLC


By:	/s/ John A. Bogler
	Name:	John A. Bogler
	Title:	Chief Financial Officer


CapitalSource Inc.


By:	/s/ John A. Bogler
	Name:	John A. Bogler
	Title:	Chief Financial Officer


PacWest Bancorp


By:	/s/ Victor R. Santoro
	Name:	Victor R. Santoro
	Title:	Executive Vice President and
		Chief Financial Officer


The Bank of New York Mellon Trust Company, N.A., not in its individual capacity, but solely as Trustee

By:	/s/ Esther Antoine
	Name:	Esther Antoine
	Title:	Vice President

EX-4.3 4 a14-9935_1ex4d3.htm EX-4.3

Exhibit 4.3

EXECUTION VERSION

FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE dated as of April 7, 2014 is by and among Wells Fargo Bank, N.A., a national banking association, as Trustee (herein, together with its successors in interest, the “Trustee”), PacWest Bancorp, a Delaware corporation (the “Successor Guarantor”), CapitalSource Finance LLC, a Delaware limited liability company (the “Company”), and CapitalSource Inc., a Delaware corporation (the “Guarantor”), under the Indenture referred to below.

RECITALS

WHEREAS, the Trustee, the Company and the Guarantor are parties to that certain Junior Subordinated Indenture dated as of December 5, 2006 (the “Indenture”), pursuant to which the Company issued its Junior Subordinated Notes due January 30, 2037;

WHEREAS, the parties hereto are entering into this First Supplemental Indenture pursuant to, and in accordance with, Articles VIII and IX of the Indenture.

SECTION 2. Assumption of Obligations.

(c) The Successor Guarantor also succeeds to, and is substituted for, and may exercise every right and power of, the Guarantor under the Amended and Restated Trust Agreement, dated as of December 5, 2006 (the “Trust Agreement”), with the same effect as if the Successor Guarantor had been named as the Guarantor therein, and the Guarantor is discharged from all obligations and covenants under the Trust Agreement and the Securities.

SECTION 4. Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that:

(d) the Successor Guarantor and the Guarantor shall have duly executed and filed with the Secretary of State of the State of Delaware the Certificate of Merger in connection with the Merger.

SECTION 5. Reference to the Indenture.

(c) The Indenture, as amended and supplemented hereby, shall remain in full force and effect and is hereby ratified and confirmed.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first written above.

CapitalSource Finance LLC


By:	/s/ John A. Bogler
	Name:	John A. Bogler
	Title:	Chief Financial Officer


CapitalSource Inc.


By:	/s/ John A. Bogler
	Name:	John A. Bogler
	Title:	Chief Financial Officer


PacWest Bancorp


By:	/s/ Victor R. Santoro
	Name:	Victor R. Santoro
	Title:	Executive Vice President and
		Chief Financial Officer


Wells Fargo Bank, N.A., not in its individual capacity, but solely as Trustee

By:	/s/ Molly Ann Breffitt
	Name:	Molly Ann Breffitt
	Title:	Officer

EX-4.4 5 a14-9935_1ex4d4.htm EX-4.4

Exhibit 4.4

EXECUTION VERSION

FIRST SUPPLEMENTAL INDENTURE

RECITALS

WHEREAS, the Trustee, the Company and the Guarantor are parties to that certain Junior Subordinated Indenture dated as of December 19, 2006 (the “Indenture”), pursuant to which the Company issued its Junior Subordinated Notes due January 30, 2037;

WHEREAS, the parties hereto are entering into this First Supplemental Indenture pursuant to, and in accordance with, Articles VIII and IX of the Indenture.

SECTION 1. Definitions. All capitalized terms used herein that are defined in the Indenture, either directly or by reference therein, shall have the respective meanings assigned them in the Indenture except as otherwise provided herein or unless the context otherwise requires.

SECTION 2. Assumption of Obligations.

(c) The Successor Guarantor also succeeds to, and is substituted for, and may exercise every right and power of, the Guarantor under the Amended and Restated Trust Agreement, dated as of December 19, 2006 (the “Trust Agreement”), with the same effect as if the Successor Guarantor had been named as the Guarantor therein, and the Guarantor is discharged from all obligations and covenants under the Trust Agreement and the Securities.

SECTION 4. Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that:

(d) the Successor Guarantor and the Guarantor shall have duly executed and filed with the Secretary of State of the State of Delaware the Certificate of Merger in connection with the Merger.

SECTION 5. Reference to the Indenture.

(c) The Indenture, as amended and supplemented hereby, shall remain in full force and effect and is hereby ratified and confirmed.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first written above.

CapitalSource Finance LLC


By:	/s/ John A. Bogler
	Name:	John A. Bogler
	Title:	Chief Financial Officer


CapitalSource Inc.


By:	/s/ John A. Bogler
	Name:	John A. Bogler
	Title:	Chief Financial Officer


PacWest Bancorp


By:	/s/ Victor R. Santoro
	Name:	Victor R. Santoro
	Title:	Executive Vice President and
		Chief Financial Officer


Wilmington Trust Company, not in its individual capacity, but solely as Trustee

By:	/s/ Michael H. Wass
	Name:	Michael H. Wass
	Title:	Assistant Vice President

EX-4.5 6 a14-9935_1ex4d5.htm EX-4.5

Exhibit 4.5

EXECUTION VERSION

FIRST SUPPLEMENTAL INDENTURE

RECITALS

WHEREAS, the Trustee, the Company and the Guarantor are parties to that certain Junior Subordinated Indenture dated as of June 13, 2007 (the “Indenture”), pursuant to which the Company issued its Junior Subordinated Notes due July 30, 2037;

WHEREAS, the parties hereto are entering into this First Supplemental Indenture pursuant to, and in accordance with, Articles VIII and IX of the Indenture.

SECTION 2. Assumption of Obligations.

(c) The Successor Guarantor also succeeds to, and is substituted for, and may exercise every right and power of, the Guarantor under the Amended and Restated Trust Agreement, dated as of June 13, 2007 (the “Trust Agreement”), with the same effect as if the Successor Guarantor had been named as the Guarantor therein, and the Guarantor is discharged from all obligations and covenants under the Trust Agreement and the Securities.

SECTION 4. Conditions of Effectiveness. This First Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that:

(d) the Successor Guarantor and the Guarantor shall have duly executed and filed with the Secretary of State of the State of Delaware the Certificate of Merger in connection with the Merger.

SECTION 5. Reference to the Indenture.

(c) The Indenture, as amended and supplemented hereby, shall remain in full force and effect and is hereby ratified and confirmed.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first written above.

CapitalSource Finance LLC


By:	/s/ John A. Bogler
	Name:	John A. Bogler
	Title:	Chief Financial Officer


CapitalSource Inc.


By:	/s/ John A. Bogler
	Name:	John A. Bogler
	Title:	Chief Financial Officer


PacWest Bancorp


By:	/s/ Victor R. Santoro
	Name:	Victor R. Santoro
	Title:	Executive Vice President and
		Chief Financial Officer


Wilmington Trust Company, not in its individual capacity, but solely as Trustee

By:	/s/ Michael H. Wass
	Name:	Michael H. Wass
	Title:	Assistant Vice President

EX-10.1 7 a14-9935_1ex10d1.htm EX-10.1

Exhibit 10.1

EXECUTION VERSION

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of April 7, 2014 is by and among The Bank of New York Mellon Trust Company, N.A., not in its individual capacity, but solely as successor-in-interest to JPMorgan Chase Bank, National Association, not in its individual capacity, but solely as Guarantee Trustee (herein, together with its successors in interest, the “Guarantee Trustee”), PacWest Bancorp, a Delaware corporation (the “Successor Guarantor”), and CapitalSource Inc., a Delaware corporation (the “Parent Guarantor”), under the Parent Guarantee Agreement referred to below.

RECITALS

WHEREAS, the Guarantee Trustee and the Parent Guarantor are parties to that certain Parent Guarantee Agreement dated as of December 14, 2005 (the “Parent Guarantee Agreement”), pursuant to which the Parent Guarantor agreed to pay in full the Parent Guarantee Payments with respect to the Notes of CapitalSource Finance LLC, a Delaware limited liability company and wholly owned subsidiary of the Parent Guarantor, due January 20, 2036;

WHEREAS, as permitted by the terms of the Parent Guarantee Agreement, pursuant to an Agreement and Plan of Merger, dated as of July 22, 2013, as amended, the Parent Guarantor will merge with and into the Successor Guarantor (the “Merger”) with the Successor Guarantor as the surviving corporation; and

WHEREAS, the parties hereto are entering into this Assignment and Assumption Agreement pursuant to, and in accordance with, Article VIII of the Parent Guarantee Agreement.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantee Trustee, the Parent Guarantor and the Successor Guarantor hereby agree as follows:

SECTION 1. Definitions. All capitalized terms used herein that are defined in the Parent Guarantee Agreement, either directly or by reference therein, shall have the respective meanings assigned them in the Parent Guarantee Agreement except as otherwise provided herein or unless the context otherwise requires.

SECTION 2. Assumption of Obligations.

(a) Pursuant to, and in compliance and accordance with, Section 8.1 of the Parent Guarantee Agreement, the Successor Guarantor hereby expressly assumes the due and punctual payment of the Parent Guarantee Payments and the performance of every covenant and obligation of the Parent Guarantor to be performed under the Parent Guarantee Agreement on the part of the Parent Guarantor to be performed or observed.

(b) Pursuant to, and in compliance and accordance with, Section 8.3 of the Parent Guarantee Agreement, the Successor Guarantor succeeds to, and is substituted for, and may exercise every right and power of, the Parent Guarantor under the Parent Guarantee Agreement, with the same effect as if the Successor Guarantor had been named as the Parent Guarantor in the Parent Guarantee Agreement, and the Parent Guarantor is discharged from all obligations and covenants under the Parent Guarantee Agreement and the Notes.

(c) The Successor Guarantor also succeeds to, and is substituted for, and may exercise every right and power of, the Parent Guarantor under (i) the Amended and Restated Trust Agreement, dated as of December 14, 2005 (the “Trust Agreement”), and (ii) the Indenture, with the same effect as if the Successor Guarantor had been named as the Parent Guarantor in such agreements, and the Parent Guarantor is discharged from all obligations and covenants under the Trust Agreement and the Indenture.

SECTION 3. Representations and Warranties. The Successor Guarantor represents and warrants that (a) it has all necessary corporate power and authority to execute and deliver this Assignment and Assumption Agreement and to perform the Parent Guarantee Agreement, (b) it will be, upon the effectiveness of this Agreement the successor of the Parent Guarantor pursuant to the Merger effected in accordance with applicable law, (c) it is a corporation organized and existing under the laws of Delaware, (d) immediately after giving effect to the Merger and this Assignment and Assumption Agreement, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, has happened and is continuing and (e) this Assignment and Assumption Agreement is executed and delivered pursuant to Section 8.1 of the Parent Guarantee Agreement and does not require the consent of the Holders. The Parent Guarantor represents and warrants that immediately before giving effect to the Merger and this Assignment and Assumption Agreement, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default before giving effect to the Merger and this Assignment and Assumption Agreement, has happened and is continuing.

SECTION 4. Conditions of Effectiveness. This Assignment and Assumption Agreement shall become effective simultaneously with the effectiveness of the Merger, provided, however, that:

(a) the Guarantee Trustee shall have executed and delivered a counterpart of this Assignment and Assumption Agreement and shall have received one or more counterparts of this Assignment and Assumption Agreement executed by the Parent Guarantor and the Successor Guarantor;

(b) the Guarantee Trustee shall have received an Officers’ Certificate stating that (i) in the opinion of the signers, the Merger and this Assignment and Assumption Agreement comply with Article VIII of the Parent Guarantee Agreement and (ii) in the opinion of the signers, all conditions precedent therein provided for relating to the Merger have been complied with;

(c) the Guarantee Trustee shall have received an Opinion of Counsel stating that (i) the Merger and this Assignment and Assumption Agreement comply with Article VIII of the Parent Guarantee Agreement and (ii) all conditions precedent therein provided for relating to the Merger have been complied with, subject to the assumptions and qualifications set forth therein; and

(d) the Successor Guarantor and the Parent Guarantor shall have duly executed and filed with the Secretary of State of the State of Delaware the Certificate of Merger in connection with the Merger.

SECTION 5. Reference to the Parent Guarantee Agreement.

(a) Upon the effectiveness of this Assignment and Assumption Agreement, each reference in the Parent Guarantee Agreement to “this Parent Guarantee Agreement,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Parent Guarantee Agreement, as affected, amended and supplemented hereby.

(b) The Parent Guarantee Agreement, as amended and supplemented hereby, shall remain in full force and effect and is hereby ratified and confirmed.

SECTION 6. Execution in Counterparts. This Assignment and Assumption Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.

SECTION 7. Governing Law; Binding Effect. This Assignment and Assumption Agreement shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective successors and assigns.

SECTION 8. The Guarantee Trustee. The Guarantee Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Assignment and Assumption Agreement or the due execution thereof by the Parent Guarantor or the Successor Guarantor. The recitals of fact contained herein shall be taken as the statements solely of the Parent Guarantor or the Successor Guarantor, and the Guarantee Trustee assumes no responsibility for the correctness thereof.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be duly executed as of the day and year first written above.

CapitalSource Inc.


By:	/s/ John A. Bogler
	Name:	John A. Bogler
	Title:	Chief Financial Officer


PacWest Bancorp


By:	/s/ Victor R. Santoro
	Name:	Victor R. Santoro
	Title:	Executive Vice President and
		Chief Financial Officer


The Bank of New York Mellon Trust Company, N.A., not in its individual capacity, but solely as Guarantee Trustee

By:	/s/ Esther Antoine
	Name:	Esther Antoine
	Title:	Vice President

EX-10.2 8 a14-9935_1ex10d2.htm EX-10.2

Exhibit 10.2

EXECUTION VERSION

ASSIGNMENT AND ASSUMPTION AGREEMENT

RECITALS

WHEREAS, the Guarantee Trustee and the Parent Guarantor are parties to that certain Parent Guarantee Agreement dated as of September 27, 2006 (the “Parent Guarantee Agreement”), pursuant to which the Parent Guarantor agreed to pay in full the Parent Guarantee Payments with respect to the Notes of CapitalSource Finance LLC, a Delaware limited liability company and wholly owned subsidiary of the Parent Guarantor, due October 30, 2036;

WHEREAS, the parties hereto are entering into this Assignment and Assumption Agreement pursuant to, and in accordance with, Article IX of the Parent Guarantee Agreement.

SECTION 2. Assumption of Obligations.

(a) Pursuant to, and in compliance and accordance with, Section 9.1 of the Parent Guarantee Agreement, the Successor Guarantor hereby expressly assumes the due and punctual payment of the Parent Guarantee Payments and the performance of every covenant and obligation of the Parent Guarantor to be performed under the Parent Guarantee Agreement on the part of the Parent Guarantor to be performed or observed.

(b) Pursuant to, and in compliance and accordance with, Section 9.3 of the Parent Guarantee Agreement, the Successor Guarantor succeeds to, and is substituted for, and may exercise every right and power of, the Parent Guarantor under the Parent Guarantee Agreement, with the same effect as if the Successor Guarantor had been named as the Parent Guarantor in the Parent Guarantee Agreement, and the Parent Guarantor is discharged from all obligations and covenants under the Parent Guarantee Agreement and the Notes.

(c) The Successor Guarantor also succeeds to, and is substituted for, and may exercise every right and power of, the Parent Guarantor under (i) the Amended and Restated Trust Agreement, dated as of September 27, 2006 (the “Trust Agreement”), and (ii) the Indenture, with the same effect as if the Successor Guarantor had been named as the Parent Guarantor in such agreements, and the Parent Guarantor is discharged from all obligations and covenants under the Trust Agreement and the Indenture.

SECTION 3. Representations and Warranties. The Successor Guarantor represents and warrants that (a) it has all necessary corporate power and authority to execute and deliver this Assignment and Assumption Agreement and to perform the Parent Guarantee Agreement, (b) it will be, upon the effectiveness of this Agreement the successor of the Parent Guarantor pursuant to the Merger effected in accordance with applicable law, (c) it is a corporation organized and existing under the laws of Delaware, (d) immediately after giving effect to the Merger and this Assignment and Assumption Agreement, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, has happened and is continuing and (e) this Assignment and Assumption Agreement is executed and delivered pursuant to Section 9.1 of the Parent Guarantee Agreement and does not require the consent of the Holders. The Parent Guarantor represents and warrants that immediately before giving effect to the Merger and this Assignment and Assumption Agreement, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default before giving effect to the Merger and this Assignment and Assumption Agreement, has happened and is continuing.

SECTION 4. Conditions of Effectiveness. This Assignment and Assumption Agreement shall become effective simultaneously with the effectiveness of the Merger, provided, however, that:

(b) the Guarantee Trustee shall have received an Officers’ Certificate stating that (i) in the opinion of the signers, the Merger and this Assignment and Assumption Agreement comply with Article IX of the Parent Guarantee Agreement and (ii) in the opinion of the signers, all conditions precedent therein provided for relating to the Merger have been complied with;

(c) the Guarantee Trustee shall have received an Opinion of Counsel stating that (i) the Merger and this Assignment and Assumption Agreement comply with Article IX of the Parent Guarantee Agreement and (ii) all conditions precedent therein provided for relating to the Merger have been complied with, subject to the assumptions and qualifications set forth therein; and

(d) the Successor Guarantor and the Parent Guarantor shall have duly executed and filed with the Secretary of State of the State of Delaware the Certificate of Merger in connection with the Merger.

SECTION 5. Reference to the Parent Guarantee Agreement.

(b) The Parent Guarantee Agreement, as amended and supplemented hereby, shall remain in full force and effect and is hereby ratified and confirmed.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be duly executed as of the day and year first written above.

CapitalSource Inc.


By:	/s/ John A. Bogler
	Name:	John A. Bogler
	Title:	Chief Financial Officer


PacWest Bancorp


By:	/s/ Victor R. Santoro
	Name:	Victor R. Santoro
	Title:	Executive Vice President and
		Chief Financial Officer


The Bank of New York Mellon Trust Company, N.A., not in its individual capacity, but solely as Guarantee Trustee

By:	/s/ Esther Antoine
	Name:	Esther Antoine
	Title:	Vice President

EX-10.3 9 a14-9935_1ex10d3.htm EX-10.3

Exhibit 10.3

EXECUTION VERSION

ASSIGNMENT AND ASSUMPTION AGREEMENT

RECITALS

WHEREAS, the Guarantee Trustee and the Parent Guarantor are parties to that certain Parent Guarantee Agreement dated as of September 29, 2006 (the “Parent Guarantee Agreement”), pursuant to which the Parent Guarantor agreed to pay in full the Parent Guarantee Payments with respect to the Notes of CapitalSource Finance LLC, a Delaware limited liability company and wholly owned subsidiary of the Parent Guarantor, due October 30, 2036;

WHEREAS, the parties hereto are entering into this Assignment and Assumption Agreement pursuant to, and in accordance with, Article IX of the Parent Guarantee Agreement.

SECTION 2. Assumption of Obligations.

(c) The Successor Guarantor also succeeds to, and is substituted for, and may exercise every right and power of, the Parent Guarantor under (i) the Amended and Restated Trust Agreement, dated as of September 29, 2006 (the “Trust Agreement”), and (ii) the Indenture, with the same effect as if the Successor Guarantor had been named as the Parent Guarantor in such agreements, and the Parent Guarantor is discharged from all obligations and covenants under the Trust Agreement and the Indenture.

SECTION 3. Representations and Warranties. The Successor Guarantor represents and warrants that (a) it has all necessary corporate power and authority to execute and deliver this Assignment and Assumption Agreement and to perform the Parent Guarantee Agreement, (b) it will be, upon the effectiveness of this Agreement the successor of the Parent Guarantor pursuant to the Merger effected in accordance with applicable law, (c) it is a corporation organized and existing under the laws of Delaware, (d) immediately after giving effect to the Merger and this Assignment and Assumption Agreement, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, has happened and is continuing and (e) this Assignment and Assumption Agreement is executed and delivered pursuant to Section 9.1 of the Parent Guarantee Agreement and does not require the consent of the Holders. The Parent Guarantor represents and warrants that immediately before giving effect to the Merger and this Assignment and Assumption Agreement, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default before giving effect to the Merger and this Assignment and Assumption Agreement, has happened and is continuing.

SECTION 4. Conditions of Effectiveness. This Assignment and Assumption Agreement shall become effective simultaneously with the effectiveness of the Merger, provided, however, that:

(b) the Guarantee Trustee shall have received an Officers’ Certificate stating that (i) in the opinion of the signers, the Merger and this Assignment and Assumption Agreement comply with Article IX of the Parent Guarantee Agreement and (ii) in the opinion of the signers, all conditions precedent therein provided for relating to the Merger have been complied with;

(d) the Successor Guarantor and the Parent Guarantor shall have duly executed and filed with the Secretary of State of the State of Delaware the Certificate of Merger in connection with the Merger.

SECTION 5. Reference to the Parent Guarantee Agreement.

(b) The Parent Guarantee Agreement, as amended and supplemented hereby, shall remain in full force and effect and is hereby ratified and confirmed.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be duly executed as of the day and year first written above.

CapitalSource Inc.


By:	/s/ John A. Bogler
	Name:	John A. Bogler
	Title:	Chief Financial Officer


PacWest Bancorp


By:	/s/ Victor R. Santoro
	Name:	Victor R. Santoro
	Title:	Executive Vice President and
		Chief Financial Officer


The Bank of New York Mellon Trust Company, N.A., not in its individual capacity, but solely as Guarantee Trustee

By:	/s/ Esther Antoine
	Name:	Esther Antoine
	Title:	Vice President

EX-99.1 10 a14-9935_1ex99d1.htm EX-99.1

Exhibit 99.1

PRESS RELEASE

PacWest Bancorp

(NASDAQ: PACW)

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

FOR IMMEDIATE RELEASE

APRIL 8, 2014

PACWEST BANCORP ANNOUNCES THE COMPLETION OF ITS MERGER
WITH CAPITALSOURCE INC.

— Combined entity has over $15 billion in assets and is the 6th largest publicly-traded bank headquartered in California —

— Combined entity has 81 branches throughout California —

—Five CapitalSource Directors join the PacWest Board of Directors —

— CapitalSource Bank merged into Pacific Western Bank —

— Integration and systems conversion scheduled for weekend of April 12, 2014 —

Los Angeles, California...PacWest Bancorp (NASDAQ: PACW) (“PacWest”) today announced that on April 7, 2014, it completed its previously announced merger with CapitalSource Inc. (NYSE: CSE) (“CapitalSource”). CapitalSource Bank, a wholly-owned subsidiary of CapitalSource, merged with and into PacWest’s banking subsidiary, Pacific Western Bank.

The acquisition, which was first announced on July 22, 2013, was concluded following receipt of shareholder approval from both institutions and all required regulatory approvals. As of December 31, 2013, CapitalSource had $8.9 billion in assets and PacWest had $6.5 billion in assets. As of December 31, 2013, on a pro forma combined basis with CapitalSource, PacWest had approximately $15.4 billion in assets.

Upon closing, PacWest created the CapitalSource division of Pacific Western Bank. This division, which will operate under the CapitalSource name, will continue to serve businesses nationwide with a full spectrum of middle-market lending. Pacific Western Bank, through its combined network of 81 branches throughout California, will continue to serve small and medium-sized businesses with financing solutions, cash management and deposit services.

Matt Wagner, CEO of PacWest Bancorp and Pacific Western Bank, stated, “The culmination of this merger is a huge win for stockholders and customers of both institutions. The combined company has a nationwide lending engine with excellent credit quality and an enviable deposit and community banking franchise. Customers of both institutions will benefit from a broader array of lending and deposit services than either institution offered alone.”

Jim Pieczynski, former CEO of CapitalSource who joined PacWest as a director and as President of the CapitalSource division of Pacific Western Bank, commented, “Our management teams have blended extremely well and are committed to the success of the combined organization. From deposit gathering among CapitalSource borrowers to broader lending to Pacific Western Bank customers, the integration of the two institutions has gone well.”

In the merger with CapitalSource, each share of CapitalSource common stock was converted into the right to receive $2.47 in cash and 0.2837 of a share of PacWest Bancorp common stock. PacWest is issuing an aggregate of approximately 56.7 million shares of PacWest common stock to CapitalSource stockholders. Based on the closing price of PacWest’s common stock on April 7, 2014 of $45.83 per share, the aggregate consideration payable to CapitalSource common stockholders and holders of equity awards to acquire CapitalSource common stock is approximately $3.1 billion.

Former holders of CapitalSource common stock and equity awards to acquire CapitalSource common stock as a group received shares of PacWest common stock in the merger constituting approximately 55% of the outstanding shares of PacWest common stock immediately after the merger. As a result, holders of PacWest common stock immediately prior to the merger, as a group, own approximately 45% of the outstanding shares of the PacWest common stock immediately after the merger.

As previously announced, the integration of CapitalSource Bank’s deposit system and the conversion of CapitalSource Bank’s branches to Pacific Western Bank’s operating platform are scheduled to be completed over the weekend of April 12, 2014. CapitalSource has 21 branches, twelve of which are being closed in the consolidation with Pacific Western Bank at the close of business on April 11, 2014. One overlapping Pacific Western branch is being closed at the close of business on April 11, 2014 as well. All remaining branches will re-open on Monday April 14, 2014 as Pacific Western Bank branches.

ABOUT PACWEST BANCORP

PacWest is a bank holding company with $6.5 billion in assets as of December 31, 2013, with one wholly-owned banking subsidiary, Pacific Western Bank (“PWB”). On a pro forma combined basis with CapitalSource Inc., PacWest had approximately $15.4 billion in assets as of December 31, 2013. Through 81 full-service branches, including the nine acquired CapitalSource Bank branches which will be integrated over the weekend of April 12, 2014, 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. Pacific Western’s divisions CapitalSource, First Community Financial and Pacific Western Equipment Finance, and its subsidiaries BFI Business Finance and Celtic Capital Corporation, deliver a full spectrum of financing solutions nationwide across many industries and property types. To learn more about PacWest Bancorp, visit www.pacwestbancorp.com. For more information about Pacific Western Bank and CapitalSource, please visit www.pacificwesternbank.com and www.capitalsource.com.

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking information about PacWest that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company, and include, among others, statements about the benefits of the business combination transaction involving PacWest and CapitalSource, including expectations with respect to future financial and operational performance, and other statements that are not historical facts. We caution readers that a number of important factors could cause actual results to differ materially from those expressed in, implied or projected by, such forward-looking statements. Risks and uncertainties relating to the transaction with CapitalSource include, but are not limited to, the ability to successfully integrate the two institutions and achieve expected synergies and operating efficiencies on the expected timeframe. For a discussion of risks and uncertainties relating to PacWest’s and CapitalSource’s businesses, investors and security holders are urged to read PacWest’s annual report on Form 10-K, quarterly reports on Form 10-Q and other reports filed by PacWest with the Securities and Exchange Commission (the “SEC”). If any of these risks or uncertainties materializes or if any of the assumptions underlying such forward-looking statements proves to be incorrect, PacWest’s results could differ materially from those expressed in, implied or projected by such forward-looking statements. Forward-looking statements speak only as of the date they are made, and PacWest assumes no obligation to update such forward-looking statements.

The documents filed by PacWest with the SEC may be obtained at PacWest Bancorp’s website at www.pacwestbancorp.com and those documents and the documents filed by CapitalSource may be obtained at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from PacWest by directing a request to: PacWest Bancorp c/o Pacific Western Bank, 275 North Brea Boulevard, Brea, CA 92821. Attention: Investor Relations. Telephone 714-671-6800.

Contact information:

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

Vic Santoro, Executive Vice President and Chief Financial Officer, (310) 728-1021