Item 8.01. Other Events.
On October 20, 2017, pursuant to the Agreement and Plan of Merger, dated as of April 5, 2017 (the “
Merger Agreement
”), between PacWest Bancorp, a Delaware corporation (the “
Company
”), and CU Bancorp, a California corporation (“
CUB
”), CUB merged with and into the Company with the Company continuing as the surviving corporation (the “
Merger
”). Immediately after the Merger, California United Bank, a wholly owned bank subsidiary of CUB, merged with and into Pacific Western Bank, a wholly owned bank subsidiary of the Company, with Pacific Western Bank continuing as the surviving bank.
Pursuant to the terms and conditions set forth in the Merger Agreement, each outstanding CUB common share, no par value per share (“
CUB Common Shares
”) (other than (i) shares held by the Company or any direct or indirect wholly owned subsidiary of the Company or by CUB or any direct or indirect wholly owned subsidiary of CUB, other than those held in a fiduciary capacity or as a result of debts previously contracted, and (ii) any dissenting shares), was converted into the right to receive $12.00 in cash (the “
Cash Consideration
”) and 0.5308 (the “
Exchange Ratio
”) of a share of Company common stock, par value $0.01 per share (the “
Company Common Stock
”, and such consideration, the “
Stock Consideration
”, and together with the Cash Consideration, the “
Merger Consideration
”). For each fractional share that would have otherwise been issued, the Company will pay cash in an amount equal to such fraction multiplied by $48.92 (the “
Average Closing Price
”), which was the volume weighted average price of shares of Company Common Stock as quoted on NASDAQ over the 20 consecutive trading days ended on October 13, 2017.
In addition, each outstanding option to acquire shares of CUB Common Shares (a “
CUB Option
”) was cancelled and entitled the holder to receive an amount in cash equal to the product of (i) the total number of CUB Common Shares subject to such CUB Option and (ii) the excess, if any, of (A) (1) the Cash Consideration plus (2) the product of the Average Closing Price and the Exchange Ratio, over (B) the exercise price per CUB Common Share under such CUB Option, less any applicable taxes required to be withheld with respect to such payment.
Any vesting conditions applicable to outstanding restricted share awards and restricted stock units under CUB’s equity incentive plans were automatically accelerated in full and entitled the holder of such awards or units to receive the Merger Consideration, less any applicable taxes required to be withheld with respect to such vesting.
As a result of the Merger, the Company will deliver approximately $224 million in cash and approximately 9.3 million shares of Company Common Stock to the former holders of CUB Common Shares. Former holders of CUB Common Shares as a group have the right to receive shares of Company Common Stock in the Merger constituting approximately 7% of the outstanding shares of Company Common Stock immediately after the Merger. As a result, holders of Company Common Stock immediately prior to the Merger, as a group, own approximately 93% of the outstanding shares of the Company Common Stock immediately after the Merger.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 6, 2017, which is incorporated herein by reference.
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