UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 2, 2022 (
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Item 1.01. Entry Into A Material Definitive Agreement.
On June 1, 2022, PacWest Bancorp (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Sandler & Co., J.P. Morgan Securities LLC, and Janney Montgomery Scott LLC, as representatives for the underwriters named on Schedule A to the Underwriting Agreement (the “Underwriters”), pursuant to which, subject to the satisfaction of the conditions set forth therein, the Company agreed to issue and sell, and the Underwriters severally agreed to purchase, an aggregate of 20,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40th ownership interest in a share of the Company’s 7.75% fixed rate reset non-cumulative perpetual preferred stock, Series A, par value $0.01 per share (“Series A preferred stock”), with a liquidation preference of $1,000 per share of Series A preferred stock (equivalent to $25.00 per Depositary Share). The offering is being made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-253712) and a related prospectus, including the related prospectus supplement (collectively, the “Registration Statement”), filed with the Securities and Exchange Commission. The offering is expected to close on June 6, 2022, subject to customary closing conditions. In addition, the Company has granted the Underwriters an overallotment option for up to 30 days to purchase an additional 3,000,000 Depositary Shares at the public offering price less the underwriting discount.
The Company intends to use the net proceeds for general corporate purposes, which may include repayment or redemption of outstanding indebtedness, the payment of dividends, providing capital to support the Company’s organic growth or growth through strategic acquisitions, capital expenditures, financing investments, repurchasing shares of its common stock, and for investments in Pacific Western Bank as regulatory capital.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The foregoing summary of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 1.1 | Underwriting Agreement, dated June 1, 2022, by and among PacWest Bancorp and Piper Sandler & Co., J.P. Morgan Securities LLC, and Janney Montgomery Scott LLC |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 | ||
| Date: June 2, 2022 | By: | /s/ Bart R. Olson |
| Name: | Bart R. Olson | |
| Title: | Executive Vice President and Chief Financial Officer |