PacWest Bancorp Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2023-12-01: Form 8-K; Period of report 2023-11-30; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 2.01.
- 2023-11-22: Form 8-K; Period of report 2023-11-22; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2023-11-14: Form 8-K; Period of report 2023-11-14; Description 8.01 Other Events; Details 8.01.
- 2023-10-24: Form 8-K; Period of report 2023-10-24; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2023-12-01 | 8-K | 2023-11-30 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 2.01 The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. 3.01 Prior to the Closing Date, PacWest notified The Nasdaq Stock Market LLC (“Nasdaq”) of the closing of the Mergers and requested that Nasdaq (i) suspend trading of PacWest Common Stock and the PacWest Depositary Shares after the close of trading on November 30, 2023, (ii) withdraw PacWest Common Stock and the PacWest Depositary Shares from listing on Nasdaq and (iii) file with the SEC a notification on Form 25 of delisting of PacWest Common Stock and the PacWest Depositary Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 At the Effective Time in the case of PacWest Common Stock and the Second Effective Time in the case of PacWest Preferred Stock, each holder of a certificate or book-entry share representing any shares of PacWest Common Stock and PacWest Preferred Stock ceased to have any rights with respect thereto, except the right to receive the consideration described above and subject to the terms and conditions set forth in the Merger Agreement. 5.01 The information set forth in the Introductory Note, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 At the Effective Time and in accordance with the terms of the Merger Agreement, except for John M. Eggemeyer, III, Paul R. Burke and Susan E. Lester, each of PacWest’s directors and executive officers (and not because of any disagreement with PacWest) resigned and ceased serving in such capacities. 5.03 Pursuant to the terms of the Merger Agreement, as of the Effective Time, the certificate of incorporation of PacWest and the bylaws of PacWest were amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report and are incorporated herein by reference. 8.01 · $1.5 billion of Pacific Western Bank’s securities portfolio, which included agency commercial mortgage-backed securities, agency collateralized mortgage obligations (“CMO”), treasury bonds, municipal bonds and corporate bonds; and · $447.4 million of BOC NA’s securities portfolio which included agency mortgage-backed securities, CMOs, and bonds. | tm2331882d1_8k.htm |
| 2023-11-22 | 8-K | 2023-11-22 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On November 22, 2023, PacWest Bancorp, a Delaware corporation (“PacWest”) held a special meeting of stockholders (the “Special Meeting”) in connection with the Agreement and Plan of Merger, dated as of July 25, 2023 (the “Merger Agreement”), by and among PacWest, Banc of California, Inc., a Maryland corporation (“Banc of California”), and Cal Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Banc of California (“Merger Sub”). 8.01 On November 22, 2023, PacWest and Banc of California announced the voting results of the Special Meeting and the results of the special meeting of Banc of California stockholders held on November 22, 2023. | tm2331456d1_8k.htm |
| 2023-11-14 | 8-K | 2023-11-14 | 8.01 Other Events | 8.01 As previously announced, on July 25, 2023, PacWest Bancorp, a Delaware corporation (“PacWest”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Banc of California, Inc., a Maryland corporation (“Banc of California”) and Cal Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Banc of California (“Merger Sub”), pursuant to which (i) Merger Sub will merge with and into PacWest, with PacWest as the surviving entity (the “First Merger”), (ii) immediately following the First Merger, Banc of California will merge with and into PacWest, with Banc of California as the surviving entity (the “Second Merger” and together with the First Merger, the “Mergers”), and (iii) promptly following the Mergers, Pacific Western Bank, a California-chartered non-member bank (“PacWest Bank”) and, as of immediately prior to the Second Merger, a wholly-owned subsidiary of PacWest, will become a member bank of the Federal Reserve System (the “FRS Membership”) and promptly following the effectiveness of the FRS Membership, Banc of California, N.A., a national banking association and a wholly-owned subsidiary of Banc of California, will merge with and into PacWest Bank, with PacWest Bank as the surviving bank (together with the Mergers, the “Proposed Transaction”). | tm2330743d1_8k.htm |
| 2023-10-24 | 8-K | 2023-10-24 | 2.02 Results of Operations and Financial Condition | 2.02 On October 24, 2023, PacWest Bancorp (the “Company”) announced its results of operations and financial condition for the three and nine months ended September 30, 2023. | tm2328834d3_8k.htm |
| 2023-10-20 | 8-K | 2023-10-19 | 8.01 Other Events | 8.01 On October 19, 2023, PacWest Bancorp, a Delaware corporation (“PacWest”), announced that the Board of Governors of the Federal Reserve System granted its approval of the previously announced combination of PacWest and Banc of California, Inc., a Maryland corporation (“Banc of California”), as well as PacWest’s and Banc of California’s respective bank subsidiaries, pursuant to the Agreement and Plan of Merger, dated as of July 25, 2023 (the “Merger Agreement”), by and among PacWest, Banc of California, and Cal Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Banc of California. | tm2328834d1_8k.htm |
| 2023-07-31 | 8-K | 2023-07-25 | 1.01 Entry into a Material Definitive Agreement | 1.01 On July 25, 2023, PacWest Bancorp, a Delaware corporation (“PacWest”), Banc of California, Inc., a Maryland corporation (“Banc of California”), and Cal Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Banc of California (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). | tm2322296d1_8k.htm |
| 2023-07-25 | 8-K | 2023-07-25 | 8.01 Other Events | 8.01 On July 25, 2023, PacWest Bancorp, a Delaware corporation (“PacWest”), and Banc of California, Inc., a Maryland corporation (“Banc”), issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of July 25, 2023 (the “Merger Agreement”), by and among PacWest, Banc, and Cal Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Banc (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into PacWest (the “Merger”), with PacWest surviving the Merger (the “Surviving Entity”), and immediately following the Merger, the Surviving Entity will be merged with and into Banc, with Banc continuing as the surviving entity (the “Second Step Merger”). | tm2321977d1_8k.htm |
| 2023-07-25 | 8-K | 2023-07-25 | 2.02 Results of Operations and Financial Condition | 2.02 On July 25, 2023, PacWest Bancorp (the “Company”) announced its results of operations and financial condition for the three and six months ended June 30, 2023. | tm2322040d1_8k.htm |
| 2023-06-26 | 8-K | 2023-06-22 | 8.01 Other Events | 8.01 Consistent with the previously announced strategy of PacWest Bancorp to pursue strategic asset sales and focus on our core community banking business, our bank subsidiary, Pacific Western Bank (the “Bank”), has entered into a purchase agreement to sell a portfolio of Lender Finance loans (the “Portfolio”) with an aggregate commitment amount of $3.54 billion, including an aggregate outstanding principal balance of $2.21 billion, to certain Alternative Credit strategy funds managed by Ares Management Corporation (“Ares”), a leading global alternative investment manager. | tm2319593d1_8k.htm |
| 2023-05-22 | 8-K | 2023-05-19 | 8.01 Other Events | 8.01 Consistent with the previously announced strategy of PacWest Bancorp to pursue strategic assets sales and focus on our core community banking business, on May 19, 2023 our bank subsidiary, Pacific Western Bank (the “Bank”), entered into a Loan Purchase and Sale Agreement (the “Agreement”) with a wholly-owned subsidiary of Kennedy-Wilson Holdings, Inc. (“Kennedy Wilson”) to sell to Kennedy Wilson a portfolio of 74 real estate construction loans with an approximate $2.6 billion aggregate principal balance currently outstanding. | tm2316420d1_8k.htm |
| 2023-05-05 | 8-K | 2023-05-02 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 2, 2023, PacWest Bancorp (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). | tm2314813d1_8k.htm |
| 2023-05-04 | 8-K | 2023-05-04 | 7.01 Regulation FD Disclosure | 7.01 PacWest Bancorp (the “Company”) today announced certain financial updates in light of recent industry events. | tm2314675d1_8k.htm |
| 2023-04-25 | 8-K | 2023-04-25 | 2.02 Results of Operations and Financial Condition | 2.02 On April 25, 2023, PacWest Bancorp (the “Company”) announced its results of operations and financial condition for the three months ended March 31, 2023. | tm2313653d1_8k.htm |
| 2023-03-22 | 8-K | 2023-03-22 | 7.01 Regulation FD Disclosure | 7.01 PacWest Bancorp today announced certain financial and other updates. | tm239469d2_8k.htm |
| 2023-03-20 | 8-K | 2023-03-17 | 7.01 Regulation FD Disclosure | 7.01 PacWest Bancorp today announced certain financial updates. | tm239956d1_8k.htm |
| 2023-03-13 | 8-K | 2023-03-10 | 7.01 Regulation FD Disclosure | 7.01 PacWest Bancorp today announced certain financial updates in light of recent industry events. | tm239252d1_8k.htm |
| 2023-02-17 | 8-K | 2023-02-17 | 7.01 Regulation FD Disclosure | 7.01 PacWest Bancorp (the “Company”) today announced additional details regarding the restructuring of Civic Financial Services, LLC, a lending subsidiary (“Civic”). | tm237306d1_8k.htm |
| 2023-01-26 | 8-K | 2023-01-26 | 2.02 Results of Operations and Financial Condition | 2.02 On January 26, 2023, PacWest Bancorp (the “Company”) announced its results of operations and financial condition for the quarter and year ended December 31, 2022. | tm234489d1_8k.htm |