Attached files
| file | filename |
|---|---|
| 8-K - BANC OF CALIFORNIA, INC. | fpt-8k072710.htm |
| EX-4.1 - BANC OF CALIFORNIA, INC. | ex4-1.htm |
| EX-4.2 - BANC OF CALIFORNIA, INC. | ex4-2.htm |
| EX-99.1 - BANC OF CALIFORNIA, INC. | ex99-1.htm |
| EX-10.3 - BANC OF CALIFORNIA, INC. | ex10-3.htm |
| EX-10.1 - BANC OF CALIFORNIA, INC. | ex10-1.htm |
| EX-10.2 - BANC OF CALIFORNIA, INC. | ex10-2.htm |
| EX-99.3 - BANC OF CALIFORNIA, INC. | ex99-3.htm |
FIRST
PACTRUST BANCORP, INC. TO RAISE $60 MILLION IN CAPITAL
Chula
Vista, California (July 27, 2010) – First PacTrust Bancorp, Inc. (NASDAQ: FPTB),
the holding company for Pacific Trust Bank, announced today that it has entered
into separate subscription agreements with TCW Shared Opportunity Fund V, L.P.,
COR Capital LLC, St. Cloud Capital LLC, America Start-Up Financial Institutions
Investments 1, L.P. and additional select institutional and other accredited
investors as part of an aggregate $60 million private
placement. Collectively, the investors in the private placement
intend to purchase approximately 4,500,000 shares of the Company’s common stock
and approximately 920,000 shares of newly designated non-voting common stock, at
$11.00 per share. The price per share in the private placement
represents a 37.5% premium to the closing price of the Company’s common stock on
July 26, 2010 of $8.00 per share.
Hans
Ganz, President and Chief Executive Officer of the Company, stated: “We are
pleased to expand our shareholder base to include such a strong collection of
investors. We plan to use this new capital to, among other things,
repay TARP, enhance our management team and grow our franchise throughout
Southern California.”
The
Company intends to enter into an employment agreement with Gregory Mitchell, who
is expected to be named Chief Executive Officer or President of the Company as
soon as practicable following the completion of the private
placement. Mr. Mitchell is the former Chief Executive Officer and
President of California National Bank and is currently a consultant to the
Company. Hans Ganz, currently the President and Chief Executive
Officer of the Company, will remain as a member of the Company’s Board of
Directors and executive team as well as the President and Chief Executive
Officer of the Company’s subsidiary, Pacific Trust Bank. In addition,
the Company expects Steven Sugarman to join the Board of Directors of the
Company promptly following closing. Mr. Sugarman is currently the
managing member of COR Capital.
Greg
Mitchell stated: “I am excited to have the opportunity to help lead First
PacTrust. The strengthening of our capital and liquidity positions
from the private placement should serve us well as we pursue organic and
strategic growth opportunities going forward.”
The
Company expects to use the net proceeds from the private placement for general
corporate purposes, which may include providing capital to support the strength
and growth of Pacific Trust Bank, and pursuing other strategic business
opportunities in the Company’s markets. The Company also intends to
use approximately $19.3 million of the net proceeds to the redeem preferred
stock issued to the U.S. Treasury under the TARP Capital Purchase Program, upon
receipt of required regulatory approvals.
As part
of its subscription, at the closing of the private placement, TCW Shared
Opportunity Fund V, L.P. will be issued immediately exercisable warrants to
purchase 240,000 shares of non-voting common stock at an exercise price of
$11.00 per share. COR Advisors LLC, an affiliate of COR Capital, will
be issued warrants to purchase an aggregate of 1,560,000 shares of non-voting
common stock at an exercise price of $11.00 per share in consideration for COR
Advisors’ strategic, financial and general corporate consulting services
preceding the closing date.
The transaction is expected to be
completed in the fourth quarter of 2010, subject to a number of customary
closing conditions, including the receipt of regulatory approvals, if required,
and the approval by the Company stockholders of the issuance of the common
shares in the private placement.
The
transactions discussed above involve the sale of securities in private
transactions that will not be registered under the Securities Act of 1933, as
amended, and will be subject to the resale restrictions under that Act. The
Company has agreed to prepare and file a registration statement with the
Securities and Exchange Commission to provide for the resale of the common
shares issued in the private placement and issuable upon exercise of the
warrants described above. Such securities may not be offered or sold
absent registration or an applicable exemption from registration. This news
release does not constitute an offer to sell or a solicitation of an offer to
buy any securities, nor shall there be any sale of securities in any state or
jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state or jurisdiction.
Hovde
Securities, LLC acted as the lead placement agent for the private
placement. Silver, Freedman & Taff, L.L.P. served as legal
advisor to the Company. Wachtell, Lipton, Rosen & Katz served as
legal advisor to COR Capital and COR Advisors. Eisner, Frank &
Kahan, PC served as legal advisor to TCW Shared Opportunity Fund V,
L.P. Bingham McCutchen LLP served as legal advisor to Hovde
Securities, LLC.
About
First PacTrust
First
PacTrust Bancorp, Inc. is headquartered in Chula Vista, California with nine
banking offices serving primarily San Diego and Riverside Counties in
California.
Forward-Looking
Statements
This
press release includes forward-looking statements within the meaning of the
“Safe-Harbor” provisions of the Private Securities Litigation Reform Act of
1995. These statements are necessarily subject to risk and uncertainty and
actual results could differ materially due to various risk factors, including
those set forth from time to time in our filings with the SEC. You should not
place undue reliance on forward-looking statements and we undertake no
obligation to update any such statements. In this press release we make
forward-looking statements about our ability to complete the sale of the common
shares and our intended use of proceeds from the sale of the common shares.
Specific risks that could cause results to differ from the forward-looking
statements are set forth in our filings with the SEC and include, without
limitation, that we may not be able to complete the sale of the common shares
within the expected time frame, that the requisite stockholder approval for the
sale of the common shares and/or any required regulatory approvals may not be
obtained and that a deterioration in the economy or our loan portfolio or other
developments could alter our intended use of the capital. The Company does not
undertake any obligation to update any forward-looking statement to reflect
circumstances or events that occur after the date on which the forward-looking
statement is made.
Important
Information for Investors and Shareholders
The
Company will file with the SEC and mail to its stockholders a proxy statement in
connection with the stockholder approval described herein. The Company urges investors and
stockholders to read the proxy statement when it becomes available and any other
relevant documents filed by the Company with the SEC because they will contain
important information.
Investors
and stockholders will be able to obtain the proxy statement and other documents
filed with the SEC free of charge at the website maintained by the SEC at
www.sec.gov. In addition, documents filed with the
SEC by the Company will be available free of charge on the investor relations
portion of the Company’s website at http://www.firstpactrustbancorp.com.
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Participants
in the Solicitation
The
Company, and certain of its directors and executive officers, may be deemed to
be participants in the solicitation of proxies from its stockholders in
connection with the stockholder approval described herein. The names
of the Company’s directors and executive officers and a description of their
interests in the Company are set forth in the proxy statement for the Company’s
2010 annual meeting of stockholders, which was filed with the SEC on March 22,
2010.
Contact:
Hans
Ganz, President and CEO
Phone:
(619) 691-1519 ext 4000
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