We are advising JPMorgan as financial adviser and placement agent to Banc of California

Davis Polk is advising J.P. Morgan Securities LLC as financial adviser to Banc of California, Inc. on its all-stock merger transaction with PacWest Bancorp. PacWest will merge into Banc of California, and Banc of California, N.A. will merge into Pacific Western Bank. Under the terms of the merger agreement, PacWest stockholders will receive 0.6569 of a share of Banc of California common stock for each share of PacWest common stock.

Davis Polk is also advising J.P. Morgan Securities LLC as placement agent to Banc of California on investment agreements with affiliates of funds managed by Warburg Pincus LLC and certain investment vehicles managed or advised by Centerbridge Partners, L.P. and its affiliates, which will invest an aggregate of $400 million for newly issued equity securities concurrently with, and subject to, closing of the merger.

The parties expect the closing of the merger to occur in late 2023 or early 2024, subject to satisfaction of closing conditions, including receipt of customary required regulatory approvals and requisite approval by the stockholders of each company, and the concurrent closing of the equity capital raise. The equity capital raise is expected to close concurrently with the merger, subject to the concurrent closing of the merger and other closing conditions.

Banc of California is a bank holding company with $9.37 billion in assets at June 30, 2023, and one wholly owned banking subsidiary, Banc of California, N.A.. The bank has 33 offices including 27 full-service branches located throughout Southern California.

PacWest is a bank holding company headquartered in Los Angeles, California, with an executive office in Denver, Colorado, with one wholly owned banking subsidiary, Pacific Western Bank. Pacific Western Bank is a relationship-based community bank focused on providing business banking and treasury management services to small, middle-market and venture-backed businesses.

The Davis Polk financial institutions M&A team includes partners Margaret E. Tahyar, David L. Portilla and Lee Hochbaum and associate Yifei Yang. Partner Richard D. Truesdell Jr. and associates Dana Sorbi and Jenny Li are providing capital markets advice. All members of the Davis Polk team are based in the New York office.