USD 700 M DEAL - PacWest Bancorp and CU Bancorp Agree to Merge

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PacWest Bancorp and CU Bancorp Agree to Merge

CU Bancorp Shareholders Will Receive at Closing 0.5308 Shares of PacWest Common Stock and $12.00 in Cash for Each Share of CU Bancorp

Transaction Valued at Approximately $705 Million

LOS ANGELES, April 06, 2017 (GLOBE NEWSWIRE) -- PacWest Bancorp (Nasdaq:PACW) (“PacWest”) and CU Bancorp (Nasdaq:CUNB) (“CU Bancorp”) today announced the signing of a definitive agreement and plan of merger (the “Agreement”) whereby PacWest will acquire CU Bancorp in a transaction valued at approximately $705 million.

CU Bancorp, headquartered in Los Angeles, CA, is the parent of California United Bank, a California state-chartered non-member bank, with approximately $3.0 billion in assets and nine branches located in Los Angeles, Orange, Ventura and San Bernardino counties at December 31, 2016. In connection with the transaction, California United Bank will be merged into Pacific Western Bank, the principal operating subsidiary of PacWest Bancorp.

The transaction, which was approved by the PacWest and CU Bancorp boards of directors, is expected to close in the fourth quarter of 2017 and is subject to customary closing conditions, including obtaining approval by CU Bancorp’s shareholders and bank regulatory authorities.

As of December 31, 2016, on a pro forma consolidated basis, the combined company would have approximately $25.0 billion in assets and 87 branches, prior to contemplated consolidations.

Under terms of the Agreement, CU Bancorp shareholders will receive 0.5308 shares of PacWest common stock and $12.00 in cash for each share of CU Bancorp. Based on PacWest’s April 5, 2017 closing price of $51.72, the total value of the merger consideration is $39.45 per CU Bancorp share. The transaction is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes and CU Bancorp shareholders are not expected to recognize gain or loss to the extent of the stock consideration received.

Matt Wagner, CEO of PacWest Bancorp, commented, “We have long admired the Southern California franchise the CU Bancorp team has built over the years. We are confident the partnership announced today will create value for both PacWest and CU Bancorp shareholders.”

David Rainer, Chairman and CEO of CU Bancorp, remarked, “We believe merging with PacWest, one of the top-performing banks in the United States with demonstrated integration experience, provides the best path toward long-term value creation for our shareholders.  The shared community banking philosophies and core technology platforms will ensure a seamless transition for our loyal and valued clients.”

In connection with the announcement of this transaction, an investor presentation will be filed with the SEC and is available on the websites of both PacWest and CU Bancorp. Keefe, Bruyette & Woods acted as financial advisor to CU Bancorp and delivered a fairness opinion to its Board of Directors. Manatt, Phelps & Philips, LLP served as legal counsel to CU Bancorp. Sandler O’Neill + Partners, LP acted as financial advisor to PacWest. Sullivan & Cromwell LLP served as legal counsel to PacWest.

ABOUT PACWEST

PacWest Bancorp (“PacWest”) is a bank holding company with over $21 billion in assets with one wholly-owned banking subsidiary, Pacific Western Bank (“Pacific Western”).  Pacific Western has 74 full-service branches located throughout the state of California and one branch in Durham, North Carolina.  Pacific Western provides commercial banking services, including real estate, construction, and commercial loans, and comprehensive deposit and treasury management services to small and medium-sized businesses. Pacific Western offers additional products and services under the brands of its business divisions, CapitalSource and Square 1 Bank.  The CapitalSource Division provides cash flow, asset-based, equipment and real estate loans, as well as treasury management services to middle market businesses on a national basis. The Square 1 Bank Division offers a comprehensive suite of financial services focused on entrepreneurial businesses and their venture capital and private equity investors, with offices located in all key innovative hubs across the United States. For more information about PacWest, visitwww.pacwestbancorp.com, or to learn more about Pacific Western Bank, visitwww.pacificwesternbank.com.

ABOUT CU BANCORP

CU Bancorp is the parent of California United Bank. Founded in 2005, California United Bank provides a full range of financial services, including credit and deposit products, cash management, and internet banking to businesses, non-profits, entrepreneurs, professionals and investors throughout Southern California from its headquarters office in Downtown Los Angeles and additional full-service offices in the San Fernando Valley, the Santa Clarita Valley, the Conejo Valley, Los Angeles, South Bay, Orange County and the Inland Empire. California United Bank is an SBA Preferred Lender. To view CU Bancorp’s most recent financial information, please visit the Investor Relations section of the Company’s Website at www.cubancorp.com. Information on products and services may be obtained by calling 818-257-7700 or visiting California United Bank’s Website at www.cunb.com.

on Monday, 24 April 2017. Posted in Event Driven News