425

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) September 11, 2018

PacWest Bancorp

(Exact name of registrant as specified in its charter)

Delaware	001-36408	33-0885320
(State of	(Commission File Number)	(IRS Employer
Incorporation)		Identification No.)

9701 Wilshire Boulevard, Suite 700, Beverly Hills, California 90212

(Address of principal executive offices and zip code)

(310) 887-8500

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

x 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01 Other Events

On September 11, 2018, PacWest Bancorp, a Delaware corporation (“PacWest”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with El Dorado Savings Bank, F.S.B., a federal savings association (“El Dorado”), pursuant to which El Dorado will merge (the “Merger”) with and into Pacific Western Bank, a California state-chartered bank and wholly owned subsidiary of PacWest (“PWB”), with PWB as the surviving bank.

Subject to the terms and conditions of the Merger Agreement, upon consummation of the Merger, each outstanding share of El Dorado common stock, no par value per share, excluding certain specified shares including any dissenting shares, will be converted into the right to receive (i) $427.92 in cash and (ii) 58.2209 shares of PacWest common stock, par value $0.01 per share, subject to adjustment in certain circumstances as set forth in the Merger Agreement. The total transaction is valued at approximately $466.7 million.

Completion of the Merger is subject to approval by the applicable regulatory banking agencies and certain customary conditions, including approval of the Merger by El Dorado’s stockholders. The Merger is expected to close in the first quarter of 2019.

A copy of the joint press release issued by PacWest and El Dorado on September 12, 2018 announcing the Merger is attached hereto as Exhibit 99.1 and incorporated herein by reference.  In addition, PacWest will be providing supplemental information regarding the Merger in connection with a presentation to investors.  The slides to be used in connection with this investor presentation are attached hereto as Exhibit 99.2 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.	Description
99.1	Joint Press Release, dated September 12, 2018.
99.2	Investor Presentation, dated September 12, 2018.

2

SIGNATURE

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.

	PacWest Bancorp
	By:	/s/ Kori L. Ogrosky
	Name:	Kori L. Ogrosky
	Title:	Executive Vice President, General Counsel & Corporate Secretary
Date: September 12, 2018

3

EX-99.1

Exhibit 99.1

PRESS RELEASE

PacWest Bancorp	El Dorado Savings Bank
9701 Wilshire Boulevard, Suite 700	4040 El Dorado Road
Beverly Hills, CA 90212	Placerville, CA 95667
Contacts:	Contacts:
Matthew P. Wagner	George Cook, Jr.
President and Chief Executive Officer	Chief Executive Officer
(310) 887-8520	(530) 622-1492, ext. 1256
Don Destino	Thomas Meuser
Executive Vice President,	Chairman
Corporate Development and Investor Relations	(530) 622-1492, ext. 1282
(310) 887-8521

FOR IMMEDIATE RELEASE September 12, 2018

PACWEST BANCORP AND EL DORADO SAVINGS BANK AGREE TO MERGE

— El Dorado Savings Bank Stockholders Will Receive at Closing 58.2209 Shares of PacWest Common Stock and $427.92 in Cash for Each Share of El Dorado—

— Transaction Valued at Approximately $466.7 Million—

Los Angeles, California . . . PacWest Bancorp (Nasdaq: PACW) (“PacWest”) and El Dorado Savings Bank, F.S.B. (“El Dorado”) today announced the signing of a definitive agreement and plan of merger (the “Agreement”) whereby PacWest will acquire El Dorado in a transaction valued at approximately $466.7 million.

El Dorado, headquartered in Placerville, CA, is a federally chartered savings bank founded in 1958, with approximately $2.2 billion in assets and 35 branches located primarily in eight Northern California counties and two Northern Nevada counties. In connection with the transaction, El Dorado will be merged into Pacific Western Bank, the principal operating subsidiary of PacWest Bancorp.

The transaction, which was approved by the PacWest and El Dorado boards of directors, is expected to close in the first quarter of 2019 and is subject to customary closing conditions, including obtaining approval by El Dorado’s stockholders and bank regulatory authorities.

As of June 30, 2018 on a pro forma consolidated basis, the combined company would have approximately $26.7 billion in assets and 110 branches. No El Dorado branches are expected to be consolidated as a result of the Agreement.

Under terms of the Agreement, El Dorado stockholders will receive 58.2209 shares of PacWest common stock and $427.92 in cash for each share of El Dorado, subject to adjustment in certain circumstances as set forth in the Agreement. Based on PacWest’s September 11, 2018 closing price of $50.04, the total value of the merger consideration is $3,341.29 per El Dorado share. The consideration mix would result in a total of approximately $59.8 million in cash and $406.9 million in PacWest shares. The transaction is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes and El Dorado stockholders are not expected to recognize gain or loss to the extent of the stock consideration received.

Matt Wagner, President and CEO of PacWest Bancorp, commented, “The acquisition of El Dorado Savings Bank opens an entirely new banking market for us with a high quality and prudently managed 60 year old institution.  We are confident the proposed merger will create long-term value for both PacWest and El Dorado stockholders, provide a broader product array for customers and enhance our California community bank franchise.”

Tom Meuser, Chairman of El Dorado, remarked, “We believe a merger with PacWest provides an excellent outcome for our stakeholders, including loyal stockholders who made their original investment decades ago, our dedicated employees and our customers.   PacWest is among the best-performing banks in the country with a stellar merger integration track record.”

PacWest does not expect any El Dorado branches will be closed as a result of the merger, ensuring El Dorado customers will continue to receive the same exceptional service.  In addition, PacWest expects to continue the El Dorado commitment to local communities through financial contribution and employee volunteerism.  John Cook, President of El Dorado, will assume the position of Regional President of the Central Valley-Sierra Region of Pacific Western Bank’s Community Bank Division upon closing of the merger.

In connection with the announcement of this transaction, an investor presentation will be filed with the SEC and is available on PacWest’s website. Keefe, Bruyette & Woods, A Stifel Company, acted as financial advisor and Sullivan & Cromwell LLP served as legal counsel to PacWest.  Sandler O’Neill + Partners, LP acted as financial advisor to El Dorado and delivered a fairness opinion to its Board of Directors. Manatt, Phelps & Philips, LLP served as legal counsel to El Dorado.

ABOUT PACWEST

PacWest Bancorp (“PacWest”) is a bank holding company with over $24 billion in assets with one wholly-owned banking subsidiary, Pacific Western Bank (the “Bank”). The Bank has 74 full-service branches located throughout the state of California and one branch in Durham, North Carolina. Our Community Banking group provides lending and comprehensive deposit and treasury management services to small and medium-sized businesses conducted primarily through our California-based branch offices. We offer additional products and services through our National Lending and Venture Banking groups. National Lending provides asset-based, equipment, real estate and security cash flow loans and treasury management services to established middle market businesses on a national basis. Venture Banking offers a comprehensive suite of financial services focused on entrepreneurial businesses and their venture capital and private equity investors, with offices located in key innovative hubs across the United States. For more information about PacWest Bancorp, visit www.pacwestbancorp.com, or to learn more about Pacific Western Bank, visit www.pacificwesternbank.com.

FORWARD-LOOKING STATEMENTS

This communication contains certain forward-looking information about PacWest, El Dorado, and the combined company after the close of the transaction 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, uncertainties, and contingencies, many of which are difficult to predict and are generally beyond the control of PacWest, El Dorado and the combined company. We caution readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. In addition to factors previously disclosed in reports filed by PacWest with the Securities and Exchange Commission (“SEC”), risks and uncertainties for each institution and the combined institution include, but are not limited to: lower than expected revenues; credit quality deterioration or a reduction in real estate values could cause an increase in the provision for credit losses and allowance for credit losses and a reduction in net earnings; increased competitive pressure among depository institutions; the ability to complete the proposed transaction, including obtaining required regulatory approvals and approval by the stockholders of El Dorado, or any future transaction, successfully integrate such acquired entities, or achieve expected beneficial synergies and/or operating efficiencies, in each case within expected time-frames or at all; regulatory approvals may not be received on expected timeframes or at all; the possibility that personnel changes/retention will not proceed as planned; the possibility that a change in the interest rate environment may increase funding costs and reduce net interest margins; higher than anticipated operating expenses; the effectiveness of our risk management framework; asset/liability re-pricing risks and liquidity risks; the costs and effects of legal, compliance, and regulatory actions, changes and developments, including the impact of adverse judgments or settlements in litigation, the initiation and resolution of regulatory or other governmental inquiries or investigations, and/or the results of regulatory examinations or reviews; general economic conditions, either nationally or in the market areas in which the entities operate or anticipate doing business, are less favorable than expected; and other risk factors described in documents filed by PacWest with the SEC.

All forward-looking statements included in this communication are based on information available at the time of the communication. Pro forma, projected and estimated numbers are used for illustrative purposes only and are not forecasts, and actual results may differ materially.

We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise except as required by law.

ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE TO FIND IT

Stockholders of El Dorado are urged to carefully review and consider each of PacWest’s public filings with the SEC, including but not limited to its Annual Reports on Form 10-K, its proxy statements, its Current Reports on Form 8-K and its Quarterly Reports on Form 10-Q. The documents filed by PacWest with the SEC may be obtained free of charge at PacWest’s website at www.pacwestbancorp.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from PacWest by requesting them in writing to PacWest Bancorp, 9701 Wilshire Boulevard, Suite 700, Beverly Hills, CA 90212; Attention: Investor Relations, by submitting an email request to investor-relations@pacwestbancorp.com or by telephone at (310) 887-8521.

PacWest intends to file a registration statement with the SEC which will include a proxy statement of El Dorado and a prospectus of PacWest, and will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, stockholders of El Dorado are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. A definitive proxy statement/prospectus will be sent to the stockholders of El Dorado seeking any required stockholder approvals. Stockholders of El Dorado will be able to obtain the registration statement and the proxy statement/prospectus free of charge from the SEC’s website or from PacWest by writing to the address provided in the paragraph above.

EX-99.2

Exhibit 99.2

Acquisition of El Dorado Savings Bank, F.S.B. September 12, 2018

This communication contains certain forward-looking information about PacWest, El Dorado, and the combined company after the close of the transaction 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, uncertainties, and contingencies, many of which are difficult to predict and are generally beyond the control of PacWest, El Dorado and the combined company. We caution readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. In addition to factors previously disclosed in reports filed by PacWest with the Securities and Exchange Commission (“SEC”), risks and uncertainties for each institution and the combined institution include, but are not limited to: lower than expected revenues; credit quality deterioration or a reduction in real estate values could cause an increase in the provision for credit losses and allowance for credit losses and a reduction in net earnings; increased competitive pressure among depository institutions; the ability to complete the proposed transaction, including obtaining regulatory approvals and approval by the stockholders of El Dorado, or any future transaction, successfully integrate such acquired entities, or achieve expected beneficial synergies and/or operating efficiencies, in each case within expected time-frames or at all; regulatory approvals may not be received on expected timeframes or at all; the possibility that personnel changes/retention will not proceed as planned; the possibility that a change in the interest rate environment may increase funding costs and reduce net interest margins; higher than anticipated operating expenses; the effectiveness of our risk management framework; asset/liability re-pricing risks and liquidity risks; the costs and effects of legal, compliance, and regulatory actions, changes and developments, including the impact of adverse judgments or settlements in litigation, the initiation and resolution of regulatory or other governmental inquiries or investigations, and/or the results of regulatory examinations or reviews; general economic conditions, either nationally or in the market areas in which the entities operate or anticipate doing business, are less favorable than expected; and other risk factors described in documents filed by PacWest with the SEC. All forward-looking statements included in this communication are based on information available at the time of the communication. Pro forma, projected and estimated numbers are used for illustrative purposes only and are not forecasts, and actual results may differ materially. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise except as required by law. Forward-Looking Statements

Transaction Highlights Strategic Rationale Geographically expands PacWest’s community bank franchise into Northern California and Northern Nevada with the acquisition of a high-quality, 60 year-old, privately held community bank Enhances core funding with $2.0 billion in stable, granular, low cost deposits 97% core deposits(1) and a 0.13% cost of total deposits No brokered or wholesale deposits Strengthens PacWest’s balance sheet liquidity 29.4% loan-to-deposit ratio $1.6 billion in cash and investments consisting of short duration, high cash flow GSE securities Provides margin expansion opportunities by redeploying excess liquidity into community banking loans (not modeled) Limited execution risk, as efficient operating platform with a 56% efficiency ratio and a 1.57% operating expense ratio allow for low cost savings No anticipated branch closures or reduction in customer-facing employees Achieves significant deposit market share in the banking markets served Provides a platform to expand commercial banking activities in Northern California and Northern Nevada Provides revenue opportunities by enhancing product offerings and lending limits to current customers (not modeled) Transaction Metrics GAAP EPS: neutral to 2019 and 2020 earnings Cash EPS(2): Accretion of ~1% in 2019 and 2020 respectively Incremental Cash EPS on shares issued: exceeds $4.50 and $5.20 in 2019 and 2020 respectively Tangible Book Value Earnback: < 3.5 years Core Deposit Premium(1): 13.3% Internal Rate of Return: > 17% Pro forma regulatory capital ratios remain strong Note: Financial data as of or for the three months ended June 30, 2018 or an otherwise denoted quarter. Defined as total deposits less time deposits with balances greater than $100,000. Calculated by adjusting GAAP EPS for merger adjustments.

El Dorado Savings Bank, F.S.B. Overview Note: Financial data as of or for the three months ended June 30, 2018 unless otherwise noted. As of or for the three months ended for each respective quarter. Calculated as the change in the cost of interest bearing deposits divided by the change in the federal funds rate. FDIC Summary of Deposits as of June 30, 2017. Corporate Overview Headquarters: Placerville, CA Branches: 35 in Northern CA and Northern NV Focus: Core deposits gathering Financial Overview Total Assets: $2.2 billion Total Loans: $0.6 billion Total Deposits: $2.0 billion Business Highlights Attractive, Low-Cost, Stable Deposit Franchise Core Deposits-to-Deposits: 97% 2016Q4 – 2018Q2 Deposit Beta: (1.3%)(2) Low-Risk Loan Portfolio Single family mortgages: 99% of total loans CRE Loans: < 1.0% of total loans NPA / Assets: 0.47%; 0.21% excluding TDRs No OREO Highly Liquid Balance Sheet Loan-to-Deposit: 29.4% Cash and Securities: $1.6 billion Efficient Operating Platform Efficiency Ratio: 56.1% Operating Expense Ratio: 1.57% Historic Deposit Trends(1) El Dorado CA Market Share by County(3) County Rank Deposits ($mm) Mkt. Share (%) Population Median HHI Sacramento, CA 10 458 1.4 1,533,688 64,639 Placer, CA 24 38 0.3 385,681 84,704 El Dorado, CA 2 682 22.4 186,428 84,483 Nevada, CA 6 112 5.6 99,056 60,412 Tuolumne, CA 7 51 4.4 53,813 56,501 Calaveras, CA 1 180 34.2 45,131 59,459 Amador, CA 1 203 27.1 37,399 61,392 Inyo, CA 2 102 23.1 18,227 51,804 $1,499 $1,556 $1,558 $1,584 $1,584 $1,624 $1,620 $393 $386 $375 $365 $358 $350 $347 0.15% 0.14% 0.13% 0.13% 0.13% 0.13% 0.13% 0.00% 0.05% 0.10% 0.15% 0.20% 0.25% $0.0 $500.0 $1,000.0 $1,500.0 $2,000.0 $2,500.0 2016Q4 2017Q1 2017Q2 2017Q3 2017Q4 2018Q1 2018Q2 Non-Time Deposits ($mm) Time Deposits ($mm) Cost of Total Deposits (%)

PacWest El Dorado Pro Forma Community Bank Franchise California Utah Nevada Arizona Las Vegas Carson City Bakersfield San Francisco Los Angeles Oxnard Anaheim Huntington Beach Sacramento San Bernardino San Diego Phoenix San Jose Fresno Stockton Fremont Modesto

Pro Forma Loan and Deposit Composition Note: Data as of or for the three months ended June, 30, 2018. Excludes purchase accounting and other merger-related adjustments. PacWest El Dorado Pro Forma(1) Total Deposits: $17.9 billion Cost of Deposits: 0.36% Total Deposits: $2.0 billion Cost of Deposits: 0.13% Total Deposits: $19.9 billion Cost of Deposits: 0.34% PacWest El Dorado Pro Forma(1) Gross Loans: $16.9 billion Yield on Loans: 6.28% Gross Loans: $0.6 billion Yield on Loans: 3.28% Gross Loans: $17.5 billion Yield on Loans: 6.20%Yi C&D 12% C&I 27% Res. RE 2% CRE 35% Multifamily 13% Consumer & Other 11% C&D 11% C&I 26% Res. RE 5% CRE 34% Multifamily 13% Consumer & Other 11% Res. RE 91% CRE 1% Consumer & Other 8% DDA 45% NOW & Other 2% MMDA & Sav. 43% Retail Time 8% Jumbo Time 2% DDA 41% NOW & Other 5% MMDA & Sav. 44% Retail Time 8% Jumbo Time 2% DDA 3% NOW & Other 32% MMDA & Sav. 47% Retail Time 15% Jumbo Time 3%

Transaction Summary Note: Estimated financial impact is presented solely for illustrative purposes based on consensus analyst estimates for PACW and preliminary estimates for EL Dorado. Includes estimated purchase accounting and other merger-related adjustments. Based on the fixed exchange ratio, fixed cash amount and PACW’s closing stock price of $50.04 on September 11, 2018. Defined as total deposits less all time deposits with balances greater than $100,000. Consideration and Deal Value(1) Aggregate Deal Value: $466.7 million; $59.8 million in cash and $406.9 million in stock PACW Shares Issued: ~8.1 million Cash Per Share: $427.92 Pro Forma El Dorado Stockholders Ownership: ~ 6.2% Transaction Multiples(1) Required Approvals Regulatory Approvals: FDIC and California DBO Stockholder Vote: El Dorado stockholders Other Will operate as a new region under Pacific Western Bank’s Community Bank Division John Cook, President of El Dorado, will serve as Central Valley–Sierra Regional President Expected closing: Q1 2019 Price / Tangible Book Value per Share: 2.05x Price / LTM EPS: 27.3x Price / 2019 EPS: 22.9x Core Deposit Premium(2): 13.3%

Financial Impact and Key Assumptions Note: Estimated financial impact is presented solely for illustrative purposes based on consensus analyst estimates for PACW and preliminary estimates for El Dorado. Includes estimated purchase accounting and other merger related adjustments. Financial Impact GAAP EPS: neutral to 2019 and 2020 earnings Cash EPS: Accretion of ~1% in 2019 and 2020 respectively Incremental Cash EPS on shares issued: exceeds $4.50 and $5.20 in 2019 and 2020 respectively Tangible Book Value Earnback: < 3.5 years Core Deposit Premium: 13.3% Internal Rate of Return: > 17% Cost Savings: Approximately 17% of El Dorado’s noninterest expense base 100% phase-in for 2019 Gross Loan Mark: $16.2 million; accreted straight-line over 5 years Securities Mark: $35.0 million $1.6 billion in cash and securities repositioned at a 3.75% average yield Fixed Assets: $21.0 million write-up; $10.5 million depreciated straight-line over 23 years Core Deposit Intangibles: $74.1 million or 4.4% of non-time deposits; amortized SYD over 10 years Durbin Amendment: $2.0 million annual interchange revenue loss Revenue Synergies: Not modeled Restructuring Costs: $35.1 million total pre-tax Effective Tax Rate: 29.6% Key Assumptions

Pro Forma Capital Ratios PacWest (6/30/2018) El Dorado (6/30/2018) Pro Forma At Close Tangible Common Equity to Tangible Assets 9.9% 10.3% 9.4% Common Equity Tier 1 Ratio 10.6% 33.7% 10.8% Leverage Ratio 10.3% 10.2% 9.7% Tier 1 Capital Ratio 10.6% 33.7% 10.8% Total Risk-Based Capital Ratio 13.5% 34.5% 13.5% Note: Estimated financial impact is presented solely for illustrative purposes based on consensus analyst estimates for PACW and preliminary estimates for El Dorado. Includes estimated purchase accounting and other merger-related adjustments.

Stockholders of El Dorado are urged to carefully review and consider each of PacWest’s public filings with the SEC, including but not limited to its Annual Reports on Form 10-K, its proxy statements, its Current Reports on Form 8-K and its Quarterly Reports on Form 10-Q. The documents filed by PacWest with the SEC may be obtained free of charge at PacWest’s website at www.pacwestbancorp.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from PacWest by requesting them in writing to PacWest Bancorp, 9701 Wilshire Boulevard, Suite 700, Beverly Hills, CA 90212; Attention: Investor Relations, by submitting an email request to investor-relations@pacwestbancorp.com or by telephone at (310) 887-8521. PacWest intends to file a registration statement with the SEC which will include a proxy statement of El Dorado and a prospectus of PacWest, and will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, stockholders of El Dorado are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. A definitive proxy statement/prospectus will be sent to the stockholders of El Dorado seeking any required stockholder approvals. Stockholders of El Dorado will be able to obtain the registration statement and the proxy statement/prospectus free of charge from the SEC’s website or from PacWest by writing to the address provided in the paragraph above. Additional Information About the Transaction and Where to Find It