8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 2)

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 22, 2015 (April 7, 2014)

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)	(I.R.S. Employer Identification No.)

10250 Constellation Blvd., Suite 1640

Los Angeles, CA 90067

(Address of principal executive offices) (Zip Code)

(310) 286-1144

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

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

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

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

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

Explanatory Note

This Amendment No. 2 on Form 8-K/A (“Amendment No. 2”) amends the Current Report on Form 8-K filed by PacWest Bancorp (the “Company”) on April 9, 2014 (the “Original 8-K”), as amended by the Current Report on Form 8-K/A filed by the Company on June 6, 2014 (“Amendment No. 1”).  The Original 8-K and Amendment No. 1 were filed in connection with the completion of the Company’s acquisition of CapitalSource Inc. (“CSE”).  This Amendment No. 2 is being filed to update the financial statements of CapitalSource Inc. and pro forma financial statements of the Company previously provided in Amendment No. 1 in order to comply with age of financial statements requirements under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Item 9.01.Financial Statements and Exhibits.

(a)Financial Statements of Business Acquired

The unaudited consolidated statements of operations and comprehensive income for each of the three-month periods ended March 31, 2014 and 2013 and the unaudited consolidated statements of cash flows for each of the three-month periods ended March 31, 2014 and 2013, are attached hereto as Exhibit 99.1 and incorporated herein by reference.

(b)Pro Forma Financial Information

Unaudited pro forma combined condensed consolidated statement of earnings of the Company and CSE, for the year ended December 31, 2014, reflecting the merger of the Company and CSE, as well as the accompanying notes thereto, are attached hereto as Exhibit 99.2 and incorporated herein by reference.

(d)Exhibits

Exhibit No.	Description
99.1	Unaudited consolidated statements of operations and comprehensive income for CapitalSource Inc. for each of the three-month periods ended March 31, 3014 and 2013 and the unaudited consolidated statements of cash flows for each of the three-month periods ended March 31, 2014 and 2013.
99.2	Unaudited pro forma combined condensed consolidated statement of earnings of PacWest Bancorp and CapitalSource Inc., for the year ended December 31, 2014, as well as the accompanying notes thereto.

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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
Dated: April 22, 2015
	By:	/s/ Lynn M. Hopkins
	Name:	Lynn M. Hopkins
	Title:	Executive Vice President

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EX-99.1

EXHIBIT 99.1

CapitalSource Inc.

Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

	For the Three Months Ended March 31,
	2014			2013
	($ in thousands, except per share data)
Net interest income:
Interest income:
Loans and leases	$	101,836		$	102,889
Investment securities	5,595			9,893
Other	576			313
Total interest income	108,007			113,095
Interest expense:
Deposits	13,683			12,106
Borrowings	4,954			6,057
Total interest expense	18,637			18,163
Net interest income	89,370			94,932
Provision for loan and lease losses	(1,657		)	12,505
Net interest income after provision for loan and lease losses	91,027			82,427
Non-interest income:
Loan fees	2,364			3,112
Leased equipment income	6,181			4,825
Gain (loss) on investments, net	(7,063		)	1,878
Gain on derivatives	1,499			814
Other non-interest income, net	1,732			2,589
Total non-interest income	4,713			13,218
Non-interest expenses:
Compensation and benefits	23,489			24,982
Professional fees	1,473			1,468
Occupancy expenses	5,538			4,215
FDIC fees and assessments	983			1,554
General depreciation and amortization	1,550			1,526
Loan servicing expense	599			1,469
Other administrative expenses	6,897			6,810
Total operating expenses	40,529			42,024
Leased equipment depreciation	4,244			3,400
Net expense of real estate owned and other foreclosed assets	3,894			(62		)
Other non-interest expense, net	466			(707		)
Total non-interest expenses	49,133			44,655
Net income before income taxes	46,607			50,990
Income tax expense (benefit)	23,104			21,642
Net income	23,503			29,348
Other comprehensive (loss) income, net of tax
Unrealized (loss) gain on available-for-sale securities, net of tax	2,039			(1,629		)
Other comprehensive (loss) income	2,039			(1,629		)
Comprehensive income	$	25,542		$	27,719
Net income per share:
Basic	$	0.12		$	0.15
Diluted	$	0.12		$	0.14
Average shares outstanding:
Basic	194,415,939			201,408,526
Diluted	199,433,816			206,240,213
Dividends declared per share	$	0.01		$	0.01

CapitalSource Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	For the Three Months Ended March 31,
	2014			2013
	($ in thousands, except per share data)
Operating activities:
Net income	$	23,503		$	29,348
Adjustments to reconcile net income to net cash provided by operating activities:
Stock option expense	436			540
Restricted stock expense	2,770			2,530
Amortization of deferred loan fees and discounts	(5,438		)	(8,614		)
Paid-in-kind interest on loans	(61		)	5,273
(Negative provision) provision for loan and lease losses	(1,657		)	12,505
Amortization of deferred financing fees and discounts	93			533
Depreciation and amortization	6,132			4,334
Loss (gain) on foreclosed assets and other property and equipment disposals	3,387			(467		)
Provision for deferred income taxes	16,017			17,699
Loss (gain) on investments, net	7,176			(922		)
Unrealized loss (gain) on derivatives and foreign currencies, net	383			(634		)
Decrease in interest receivable	1,035			2,225
Decrease (increase) in loans held-for-sale, net	—			(2,591		)
Decrease in other assets	6,810			9,630
Decrease in other liabilities	(22,925		)	(12,981		)
Cash provided by operating activities	37,661			58,408
Investing activities:
Decrease (increase) in restricted cash	46,289			(424		)
Increase in loans, net	(246,776		)	(41,349		)
Sale of investment securities, available for sale	45,187			103,568
Sale or call of investment securities, held to maturity	25			28,653
Purchase of investment securities, held to maturity	—			(22,868		)
Reduction of other investments, net	4,222			734
Acquisition of property and equipment, net	(24,031		)	(8,217		)
Cash (used in) provided by investing activities	(175,084		)	60,097
Financing activities:
Deposits accepted, net of repayments	102,256			153,680
Proceeds of other borrowings	90,000			5,000
Repayments and extinguishment of term debt	—			(103,035		)
Repurchase of common stock	—			(137,988		)
Proceeds from exercise of options	6,253			1,565
Payment of dividends	(1,943		)	(1,980		)
Cash provided by (used in) financing activities	196,566			(82,758		)
Increase in cash and cash equivalents	59,143			35,747
Cash and cash equivalents as of beginning of period	455,799			299,086
Cash and cash equivalents as of end of period	$	514,942		$	334,833
Noncash transactions from investing activities:
Assets acquired through foreclosure	$	34		$	728

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS OF PACWEST BANCORP AND CAPITALSOURCE INC.

The following unaudited pro forma combined condensed consolidated statement of earnings is based on the separate historical statements of earnings of PacWest Bancorp (“PacWest” or the “Company”) and CapitalSource Inc. (“CSE”) and give effect to the merger of PacWest and CSE which closed on April 7, 2014 (which we refer to as “the merger”), including pro forma assumptions and adjustments related to the merger, as described in the accompanying notes to the unaudited pro forma combined condensed consolidated statement of earnings. The PacWest historical results were derived from PacWest’s Annual Report on Form 10-K for the year ended December 31, 2014. The CSE historical results were derived from CSE’s books and records for the period from January 1, 2014 to April 7, 2014. The unaudited pro forma combined condensed consolidated statement of earnings for the year ended December 31, 2014 is presented as if the merger had occurred on January 1, 2014. The historical consolidated financial information has been adjusted to reflect factually supportable items that are directly attributable to the merger and expected to have a continuing impact on consolidated results of operations.

The unaudited pro forma combined condensed consolidated financial information has been prepared using the acquisition method of accounting for business combinations under generally accepted accounting principles. PacWest is the acquirer for accounting purposes. Certain reclassifications have been made to the historical financial statements of CSE to conform to the presentation in PacWest’s financial statements.

In connection with the integration of the operations of CSE following the completion of the merger, PacWest incurred nonrecurring charges, such as costs associated with systems implementation, severance, professional fees and other costs directly related to the merger. These charges affected the results of operations of PacWest and CSE, as well as those of the combined company following the completion of the merger, in the period in which they were recorded.  Such transaction-related pre-tax expenses for PacWest of $101.0 million and $53.6 million for CSE are not included in the unaudited pro forma condensed consolidated statement of earnings. Additionally, the unaudited pro forma adjustments do not give effect to any nonrecurring or unusual charges that were incurred as a result of any disposition of assets or prepayment of liabilities that resulted from such integration.

The actual amounts recorded may differ materially from the information presented in this pro forma condensed consolidated statement of earnings as a result of:

·the methodology required to be used to prepare the pro forma statement; and

·revenue enhancements and/or expense savings achieved by the combined company.

The unaudited pro forma combined condensed consolidated statement of earnings is provided for informational purposes only. The unaudited pro forma combined condensed consolidated statement of earnings is not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the merger been completed as of the date indicated or that may be achieved in the future. The preparation of the unaudited pro forma combined condensed consolidated statement of earnings and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma combined condensed consolidated statement of earnings should be read together with:

·the accompanying notes to the unaudited pro forma combined condensed consolidated statement of earnings;

·PacWest’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2014, included in PacWest’s Annual Report on Form 10-K for the year ended December 31, 2014;

·PacWest’s separate unaudited historical consolidated financial statements and accompanying notes as of and for the three months ended March 31, 2014 included in PacWest’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014;

·CSE’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2013, included in CSE’s Annual Report on Form 10-K for the year ended December 31, 2013; and

·CSE’s separate unaudited consolidated statements of operations and comprehensive income for each of the three-month periods ended March 31, 2014 and 2013 and the unaudited consolidated statements of cash flows for each of the three-month periods ended March 31, 2014 and 2013 included in this Current Report on Form 8-K/A as Exhibit 99.1.

The following table presents the unaudited pro forma condensed consolidated statement of earnings for the year ended December 31, 2014 giving pro forma effect to the following transactions as if they had occurred as of January 1, 2014:

·Full year impact of CSE’s statement of earnings, including pro forma amortization and accretion of purchase accounting adjustments on investment securities, loans and leases, intangible assets, time deposits, and subordinated debentures; and

·The issuance of additional PacWest common stock applying the 0.2837 exchange ratio to the outstanding CSE shares in determining pro forma earnings per share.

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Unaudited Pro Forma Combined Condensed Consolidated Statement of Earnings

Twelve Months Ended December 31, 2014

(In thousands, except per share amounts)

				CapitalSource Inc. (1)									PacWest and CSE
	PacWest As Reported			Historical			Pro Forma Adjustments			Pro Forma			Pro Forma Combined
Interest income:
Loans and leases	$	657,097		$	110,334		$	11,181	(a)	$	121,515		$	778,612
Deposits in financial institutions	333			578			—			578			911
Investment securities	47,345			6,097			(183		)(b)	5,914			53,259
Total interest income	704,775			117,009			10,998			128,007			832,782
Interest expense:
Deposits	27,332			14,754			(1,180		)(c)	13,574			40,906
Borrowings and subordinated debentures	15,066			5,329			1,191		(d)	6,520			21,586
Total interest expense	42,398			20,083			11			20,094			62,492
Net interest income	662,377			96,926			10,987			107,913			770,290
Provision for credit losses	11,499			(1,792		)	—			(1,792		)	9,707
Net interest income after provision for credit losses	650,878			98,718			10,987			109,705			760,583
Noninterest income:
Service charges, commissions and fees	29,835			2,546			—			2,546			32,381
Leased equipment income	16,669			6,679			648		(e)	7,327			23,996
Net gain on sales of loans and leases	601			—			—			—			601
Net gain (loss) on sales of securities	4,841			(9,938		)	—			(9,938		)	(5,097		)
FDIC loss sharing expense	(31,730		)	—			—			—			(31,730		)
Other income	21,971			3,748			—			3,748			25,719
Total noninterest income	42,187			3,035			648			3,683			45,870
Noninterest expense:
Compensation	165,499			29,722			—			29,722			195,221
Occupancy	40,606			5,706			—			5,706			46,312
Other	95,355			20,990			—			20,990			116,345
Acquisition and integration	101,016			53,647			(154,663		)(f)	(101,016		)	—
Intangible asset amortization	6,268			—			318		(g)	318			6,586
Total noninterest expense	408,744			110,065			(154,345		)	(44,280		)	364,464
Earnings from continuing operations before income taxes	284,321			(8,312		)	165,980			157,668			441,989
Income tax expense	(113,853		)	(587		)	(69,711		)(h)	(70,298		)	(184,151		)
Net earnings from continuing operations	$	170,468		$	(8,899	)	$	96,269		$	87,370		$	257,838
Basic earnings per share:
Net earnings from continuing operations	$	1.94		$	(0.05	)							$	2.51
Diluted earnings per share:
Net earnings from continuing operations	$	1.94		$	(0.04	)							$	2.51
Weighted average shares:
Basic	86,852.5			194,415.9			15,042.2		(i)				101,894.7
Diluted	86,852.5			199,433.8			15,042.2		(i)				101,894.7

Notes:

(1)PacWest acquired CapitalSource Inc. (CSE) on April 7, 2014 in a cash and stock transaction. The CSE historical results are for the 97 days ended April 7, 2014. The pro forma adjustments and operating results are to reflect this acquisition as if it occurred on January 1, 2014.

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Unaudited Pro Forma Condensed Consolidated Statement of Earnings Adjustments

Pro Forma Adjustments:

a)Accretion of $223.6 million discount on loans over the estimated weighted average life of the acquired loan portfolio of 60 months.

b)Amortization of the $3.9 million fair value adjustment on investment securities over 64 months.

c)Accretion of $17.2 million time deposit premium over 60 months using an accelerated method.

d)Amortization of the $111.2 million subordinated debenture fair value adjustment over 280 months.

e)Accretion of $10.4 million discount on operating leases over the estimated weighted average life of the acquired portfolio of 48 months.

f)Elimination of nonrecurring acquisition and integration costs directly related to the CSE acquisition incurred by PacWest and CSE.

g)Amortization of the $6.7 million core deposit intangible asset over its estimated life of 84 months.

h)Represents income taxes on the pro forma adjustments at a combined Federal and California effective tax rate of approximately 42 percent.

i)Adjustment represents the exchange ratio of 0.2837 multiplied by the actual shares outstanding of CSE common stock to arrive at incremental increase in average PacWest shares outstanding for 2014.

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