UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03. Material Modification to Rights of Security Holders
On June 6, 2022, PacWest Bancorp (the “Company”) issued and sold 20,530,000 depositary shares including 530,000 shares issued upon the partial exercise by the underwriters of their overallotment option (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). On June 3, 2022, the Company filed a certificate of designation (the “Certificate of Designation”) to the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”), with the Secretary of State of the State of Delaware, establishing the terms, preferences, privileges, designations, rights, qualifications, limitations, and restrictions thereof, of the Series A preferred stock. Holders of the Depositary Shares will be entitled to all proportional rights and preferences of the Series A preferred stock (including dividend, voting, redemption and liquidation rights).
The Depositary Shares were sold in a public offering under the Company’s Registration Statement on Form S-3 (File No. 333-253712) and a related prospectus, including the related prospectus supplement, filed with the Securities and Exchange Commission and pursuant to an underwriting agreement, dated as of June 1, 2022 (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.
Under the terms of the Series A preferred stock, the ability of the Company to pay dividends on, make distributions with respect to, or to repurchase, redeem or otherwise acquire its common stock or any other stock ranking on parity with or junior to the Series A preferred stock is subject to certain restrictions in the event that the Company does not declare and either pay or set aside a sum sufficient for payment of dividends on the Series A preferred stock for the immediately preceding dividend period.
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This description of the terms of the Series A preferred stock is qualified in its entirety by reference to the Certificate of Designation, which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
In connection with the issuance of the Depositary Shares, the Company entered into a deposit agreement, dated June 6, 2022 (the “Deposit Agreement”), by and among the Company, Equiniti Trust Company, and the holders from time to time of the Depositary Shares described therein. The shares of Series A preferred stock represented by the Depositary Shares were deposited pursuant to the Deposit Agreement. The foregoing description of the Deposit Agreement is qualified in its entirety by reference to the full text of the Deposit Agreement and the form of depositary receipt, which are included as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and are incorporated by reference herein.
Item 5.03 Amendments to Articles Of Incorporation or Bylaws; Change In Fiscal Year
On June 3, 2022, the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware, amending the Company’s Certificate of Incorporation by establishing the newly authorized Series A preferred stock of the Company consisting of 575,000 authorized shares. The Certificate of Designation became effective on June 3, 2022. The terms of the Series A preferred stock are more fully described in Item 3.03 of this Current Report on Form 8-K and the Certificate of Designation, which is attached hereto as Exhibit 3.1, both of which are incorporated herein by reference.
Item 8.01 Other Events
On June 6, 2022, the Company completed the issuance and sale of 20,530,000 Depositary Shares pursuant to the Underwriting Agreement, and the Depositary Shares were issued pursuant to the Deposit Agreement. The legal opinion as to the legality of the Depositary Shares and the Series A preferred stock is included as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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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 6, 2022 | By: | /s/ Bart R. Olson |
| Name: | Bart R. Olson | |
| Title: | Executive Vice President and Chief Financial Officer | |
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