0001104659-22-068471.txt : 20220606 0001104659-22-068471.hdr.sgml : 20220606 20220606150328 ACCESSION NUMBER: 0001104659-22-068471 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220606 DATE AS OF CHANGE: 20220606 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-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-36408 FILM NUMBER: 22997786 BUSINESS ADDRESS: STREET 1: 130 S. STATE COLLEGE BLVD. CITY: BREA STATE: CA ZIP: 92821 BUSINESS PHONE: (310) 887-8500 MAIL ADDRESS: STREET 1: 130 S. STATE COLLEGE BLVD. CITY: BREA STATE: CA ZIP: 92821 FORMER COMPANY: FORMER CONFORMED NAME: FIRST COMMUNITY BANCORP /CA/ DATE OF NAME CHANGE: 19991229 8-A12B 1 tm2217626d1_8a12b.htm FORM 8-A12B

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

PacWest Bancorp
(Exact name of registrant as specified in its charter)

 

Delaware   33-0885320
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

 

9701 Wilshire Blvd., Suite 700

Beverly Hills, CA

  90212
(Address of principal executive offices)   (Zip Code)
     

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

 

Name of each exchange on which

each class is to be registered

Depositary Shares, each representing a 1/40th interest in a share of 7.75% fixed rate reset non-cumulative perpetual preferred stock, Series A   The NASDAQ Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

 

Securities Act registration statement file number to which this form relates: 333-253712

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are depositary shares (the “Depositary Shares”) of PacWest Bancorp, a Delaware corporation (the “Registrant”), each representing a 1/40th interest in a share of the Registrant’s 7.75% fixed rate reset non-cumulative perpetual preferred stock, Series A, par value $.01 per share, with a liquidation preference of $1,000 per share (equivalent to $25 per Depositary Share). The descriptions set forth under the captions “Description of the Series A Preferred Stock” and “Description of the Depositary Shares” in the prospectus supplement dated as of June 1, 2022, relating to the Depositary Shares, filed with the Securities and Exchange Commission on June 3, 2022 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, to the prospectus in the Registration Statement on Form S-3ASR (File No. 333-253712) of the Registrant, dated March 1, 2021, are each incorporated herein by reference.

 

Item 2. Exhibits.

 

Exhibit No. Description
3.1 Certificate of Incorporation of PacWest Bancorp, as amended as of June 5, 2014 (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 10-K filed on February 28, 2022).
3.2 Second Amended and Restated Bylaws of PacWest Bancorp, dated October 25, 2019 (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Form 10-K filed on February 28, 2022).
3.3 Certificate of Designation for the 7.75% fixed rate reset non-cumulative perpetual preferred stock, Series A (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 6, 2022).
4.1 Deposit Agreement, dated June 6, 2022, among the Registrant, Equiniti Trust Company, acting as depositary, and the holders from time to time of the depositary receipts described therein (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on June 6, 2022).
4.2 Form of Depositary Receipt (included as part of Exhibit 4.1 hereto).

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

Date: June 6, 2022 PACWEST BANCORP
   
  By: /s/ Bart R. Olson
    Name: Bart R. Olson
    Title: Executive Vice President, Chief Financial Officer